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0001176256-08-001061.txt : 20080923
0001176256-08-001061.hdr.sgml : 20080923
20080923165355
ACCESSION NUMBER: 0001176256-08-001061
CONFORMED SUBMISSION TYPE: 40FR12B
PUBLIC DOCUMENT COUNT: 170
FILED AS OF DATE: 20080923
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SILVERCORP METALS INC
CENTRAL INDEX KEY: 0001340677
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: 40FR12B
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34184
FILM NUMBER: 081084930
BUSINESS ADDRESS:
STREET 1: SUITE 1378
STREET 2: 200 GRANVILLE STREET
CITY: VANCOUVER
STATE: A1
ZIP: V6C 1S4
BUSINESS PHONE: 604-669-9397
MAIL ADDRESS:
STREET 1: SUITE 1378
STREET 2: 200 GRANVILLE STREET
CITY: VANCOUVER
STATE: A1
ZIP: V6C 1S4
40FR12B
1
silvercorp40fmarch07.htm
FORM 40-F REGISTRATION STATEMENT
Filed by EDF Electronic Data Filing Inc. (604) 879.9956 - Silvercorp Metals - Form 40-F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
[X] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ ] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended ______________ Commission File Number ______________
SILVERCORP METALS INC.
(Exact name of registrant as specified in its charter)
| | |
BRITISH COLUMBIA, CANADA
| 1041
| Not Applicable
|
(Province or other jurisdiction of incorporation or organization)
| (Primary Standard Industrial Classification Code Number)
| (I.R.S. Employer Identification Number)
|
SUITE 1378, 200 GRANVILLE STREET
VANCOUVER, BRITISH COLUMBIA V6C 1S4 CANADA
(604) 669-9397
(Address and telephone number of Registrants principal executive offices)
|
Jonathan C. Guest
Greenberg Traurig LLP
One International Place
Boston, MA 02110
(617) 310-6000
|
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
- ---------------------
Securities to be registered pursuant to Section 12(b) of the Act:
| |
Title of each class:
| Name of exchange on which registered:
|
| |
Common Shares, no par value
| New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the Act: Not Applicable
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form.
[ ] Annual information form [ ] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report. Not Applicable
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the Exchange Act).
[ ] Yes
[X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ ] Yes
[X] No
2
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
Silvercorp Metals Inc. (the Registrant) prepares its financial statements, which are filed with this report on Form 40-F in accordance with Canadian generally accepted accounting practices (GAAP), and are subject to Canadian auditing and auditor independence standards. They may not be comparable to financial statements of United States companies. The Registrant is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. Significant differences between Canadian GAAP and United States GAAP as pertains to the Registrant for the years ended March 31, 2008 and 2007 are described in Exhibit 99.4 to this Registration Statement.
FORWARD-LOOKING STATEMENTS
This Registration Statement and the Exhibits incorporated by reference into it contain forward-looking statements. Forward-looking statements are frequently characterized by words such as plan, expect, project, intend, believe, anticipate, and other similar words, or statements that certain events or conditions may or will or can occur. Forward-looking statements are based on the opinions and estimates of management on the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration, development, and mining of mineral properties, the uncertainties involved in interpreting d
rilling results and other geological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future, as well as those factors discussed in the section entitled Item 4: Description of the Business - 4.3 Risk Factors in the Annual Information Form of the Registrant filed as Exhibit 99.3 to this Registration Statement. Although the Registrant has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
Forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits and the Registrant disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
3
RESOURCE AND RESERVES ESTIMATES
The terms Mineral Reserve, Proven Mineral Reserve and Probable Mineral Reserve are Canadian mining terms as defined in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (NI 43-101) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM) CIM Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time by the CIM. These definitions differ from the definitions in the United States Securities and Exchange Commission (SEC) Industry Guide 7 (SEC Industry Guide 7) under the Securities Act of 1933. The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 standards, a final o
r bankable feasibility study is required to report reserves, the three year history average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of
feasibility or pre-feasibility studies, except in rare cases.
Accordingly, information contained in this report and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1, 99.2, 99.3, 99.5 through 99.61, 99.65 and 99.66, inclusive, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction B.(2) of Form 40-F, the Registrant hereby makes reference to the sections entitled Authorized Share Structure on page 3 of the Notice of Articles of the Registrant filed as Exhibit 99.66, as set forth in the Exhibit Index attached hereto.
4
In accordance with General Instruction C.(2) of Form 40-F, the Registrant hereby incorporates by reference (i) Exhibit 99.1, the Audited Consolidated Financial Statements of the Registrant for the years ended March 31, 2008 and 2007; (ii) Exhibit 99.2, Management’s Discussion and Analysis of Financial Condition and Results of Operation for the year ended March 31, 2008; and (iii) Exhibit 99.4, Reconciliation to United States Generally Accepted Accounting Principles for years ended March 31, 2008 and 2007 as required by Item 17 of Form 20-F.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibit 99.62 through Exhibit 99.64, inclusive, as set forth in the Exhibit Index attached hereto.
ADDITIONAL INFORMATION
The Registrant has no off-balance sheet arrangements.
The following table lists as of March 31, 2008 information with respect to the Registrant’s known contractual and asset retirement obligations (stated in US$).
| | | | | |
Payments due by Period
|
Contractual Obligations
| Total
|
Less than 1 year |
1-3 years |
3-5 years |
More than 5 years |
| | | | | |
Leasehold obligation
| $962,617
| $254,670
| $513,706
| $172,416
| $21,825
|
Investment in smelter
| $4,300,000
| $4,300,000
| | | |
Acquisition of LM
| $700,000
| $700,000
| | | |
Asset Retirement Obligations | | | | | $1,743,112 |
|
|
|
|
|
|
Total |
$5,962,617 |
$5,254,670 |
$513,706 |
$172,416 |
$1,764,937 |
|
|
|
|
|
|
UNDERTAKINGS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
Concurrently with the filing of this Registration Statement on Form 40-F, the Registrant will file with the Commission an Appointment of Agent for Service of Process and Undertaking on Form F-X.
Any change to the name or address of the Registrants agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.
5
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
SILVERCORP METALS INC.
By: /s/ Lorne Waldman
Name: Lorne Waldman
Title: Corporate Secretary
Date: September 23, 2008
6
EXHIBIT INDEX
Annual Information
Quarterly Information
BBOS 46,175,160v5
Shareholder Meeting Materials
Material Change Reports
News Releases
99.17 |
News Release dated August 15, 2008 |
99.18 |
News Release dated August 14, 2008 |
99.19 |
News Release dated August 13, 2008 |
99.20 |
News Release dated August 8, 2008 |
99.21 | News Release dated July 24, 2008 |
99.22 |
News Release dated July 16, 2008 |
99.23
| News Release dated June 23, 2008
|
99.24
| News Release dated June 18, 2008
|
99.25
| News Release dated June 9, 2008
|
99.26
| News Release dated June 6, 2008
|
99.27
| News Release dated May 21, 2008
|
99.28
| News Release dated May 14, 2008
|
99.29
| News Release dated May 5, 2008
|
99.30
| News Release dated April 28, 2008
|
99.31
| News Release dated April 3, 2008
|
99.32
| News Release dated March 26, 2008
|
99.33
| News Release dated March 20, 2008
|
99.34
| News Release dated March 13, 2008
|
99.35
| News Release dated February 14, 2008
|
99.36
| News Release dated January 21, 2008
|
99.37
| News Release dated December 12, 2007
|
99.38
| News Release dated December 6, 2007
|
99.39
| News Release dated December 4, 2007
|
99.40
| News Release dated November 14, 2007
|
99.41
| News Release dated November 7, 2007
|
99.42
| News Release dated November 1, 2007
|
99.43
| News Release dated October 16, 2007
|
99.44
| News Release dated October 1, 2007
|
|
|
99.45
| News Release dated September 20, 2007
|
99.46
| News Release dated September 17, 2007
|
99.47
| News Release dated September 7, 2007
|
99.48
| News Release dated August 31, 2007
|
99.49
| News Release dated August 31, 2007
|
99.50
| News Release dated August 23, 2007
|
99.51
| News Release dated August 13, 2007
|
99.52
| News Release dated July 10, 2007
|
99.53
| News Release dated June 25, 2007
|
99.54
| News Release dated June 18, 2007
|
99.55
| News Release dated June 10, 2007
|
99.56
| News Release dated May 31, 2007
|
99.57
| News Release dated May 16, 2007
|
99.58
| News Release dated April 16, 2007
|
99.59
| News Release dated April 12, 2007
|
Technical Reports
Consents
Constating Documents
EX-99.1
2
afs080331.htm
AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED MARCH 31, 2008 AND 2007
Exhibit 99.1
Exhibit 99.1
SILVERCORP METALS INC.
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2008 AND 2007
(Expressed in US Dollars, unless otherwise stated)
Management's Responsibility for Financial Reporting
Management of Silvercorp Metals Inc. is responsible for the integrity and fair presentation of the financial information contained in the accompanying consolidated financial statements. Where appropriate, the financial information, including financial statements, reflects amounts based on the best estimates and judgments of management. The financial statements have been prepared in accordance with accounting principles generally accepted in Canada with reconciliation to United States generally accepted accounting principles. Other information contained in this document has also been prepared by management and is consistent with the data contained in the consolidated financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Board of Directors oversees management's responsibility for financial reporting and internal control systems through an Audit Committee, which is composed entirely of independent directors. The Audit Committee meets periodically with management and the auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board of Directors and submitted to the shareholders of the Company.
Ernst & Young LLP, Chartered Accountants, have audited the Company's financial statements in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board and have expressed their opinion in the auditors report.
(Signed) Rui Feng |
(Signed) Grace Soo |
|
Rui Feng |
Grace Soo |
Chairman and Chief Executive Officer |
Chief Financial Officer |
SILVERCORP METALS INC. |
CONSOLIDATED BALANCE SHEETS |
(Expressed in US Dollars, Note 2(b)) |
|
Notes |
|
March 31, 2008 |
|
March 31, 2007 |
ASSETS |
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and cash equivalents |
3 |
$ |
47,092,890 |
$ |
53,330,468 |
Short term investments |
4 |
|
37,145,656 |
|
5,449,238 |
Accounts receivable and prepaids |
5 |
|
5,259,699 |
|
1,275,757 |
Inventories |
6 |
|
2,389,175 |
|
1,802,371 |
|
|
|
91,887,420 |
|
61,857,834 |
|
Long term prepaids |
7 |
|
5,194,431 |
|
1,535,131 |
Long term investments |
8 |
|
17,873,887 |
|
6,554,847 |
Property, plant and equipment |
9 |
|
14,349,572 |
|
7,868,694 |
Mineral rights and properties |
10 |
|
60,904,275 |
|
16,326,046 |
Reclamation deposits |
|
|
9,729 |
|
8,674 |
|
|
$ |
190,219,314 |
$ |
94,151,226 |
|
LIABILITIES |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
7,026,628 |
$ |
3,121,802 |
Deposits received from customers |
|
|
2,573,202 |
|
1,387,263 |
Income tax payable |
|
|
719,557 |
|
1,455,847 |
Current portion of asset retirement obligation |
11 |
|
- |
|
292,406 |
Amounts due to related parties |
15 |
|
12,070,732 |
|
1,332,919 |
|
|
|
22,390,119 |
|
7,590,237 |
|
Future income tax liabilities |
16 (b) |
|
6,345,898 |
|
1,405,189 |
Asset retirement obligation |
11 |
|
1,225,829 |
|
669,996 |
|
|
|
29,961,846 |
|
9,665,422 |
|
Non-controlling interests |
13 |
|
11,265,197 |
|
6,947,986 |
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
Share capital |
12 |
|
78,334,543 |
|
74,336,151 |
Contributed surplus |
|
|
1,722,036 |
|
954,041 |
Reserves |
14 |
|
2,077,628 |
|
- |
Accumulated other comprehensive income |
|
|
14,121,627 |
|
479,795 |
Retained earnings |
|
|
52,736,437 |
|
1,767,831 |
|
|
|
148,992,271 |
|
77,537,818 |
|
|
|
$ |
190,219,314 |
$ |
94,151,226 |
Commitments and Contingencies |
10 and 19 |
|
|
|
|
Approved on behalf of the Board:
(Signed) Greg Hall
Director
(Signed) Rui Feng
Director
The accompanying notes are an integral part of these consolidated financial statements
SILVERCORP METALS INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS |
(Expressed in US Dollars except for share figures, Note 2(b)) |
|
|
Years ended March 31 |
|
|
Notes |
|
2008 |
|
|
2007 |
|
|
Sales |
|
$ |
108,362,762 |
|
$ |
39,777,218 |
|
|
Cost of sales |
|
|
20,114,464 |
|
|
7,738,301 |
|
Amortization and depletion |
|
|
3,208,260 |
|
|
1,189,766 |
|
|
|
|
23,322,724 |
|
|
8,928,067 |
|
|
Gross profit |
|
|
85,040,038 |
|
|
30,849,151 |
|
|
Expenses |
|
|
|
|
|
|
|
Accretion of asset retirement obligations |
11 |
|
61,688 |
|
|
61,899 |
|
Amortization |
|
|
516,814 |
|
|
122,718 |
|
Foreign exchange loss (gain) |
|
|
612,481 |
|
|
(307 |
) |
General exploration and property investigation expenses |
|
|
1,816,544 |
|
|
807,693 |
|
Investor relations |
|
|
283,561 |
|
|
752,552 |
|
Office, administration and miscellaneous |
12 (d) |
|
7,254,066 |
|
|
4,222,800 |
|
Professional fees |
|
|
2,133,783 |
|
|
453,002 |
|
|
|
|
12,678,937 |
|
|
6,420,357 |
|
Earnings before other income and expenses |
|
|
72,361,101 |
|
|
24,428,794 |
|
Other income and expenses |
|
|
|
|
|
|
|
Equity loss in investment |
8 (b) |
|
(250,113 |
) |
|
(222,061 |
) |
Gain on disposal of mineral rights and property |
|
|
563,147 |
|
|
- |
|
Loss on disposal of property, plant and equipment |
9 |
|
(48,130 |
) |
|
(4,424 |
) |
Loss on disposal of long term investments |
|
|
- |
|
|
(11,048 |
) |
Interest income |
|
|
2,585,192 |
|
|
1,714,661 |
|
Other income |
8 (b) |
|
4,473,779 |
|
|
3,857,560 |
|
|
|
|
7,323,875 |
|
|
5,334,688 |
|
|
Income before income taxes and non-controlling interests |
|
|
79,684,976 |
|
|
29,763,482 |
|
|
Income tax expense |
16 (a) |
|
|
|
|
|
|
Current |
|
|
(440,872 |
) |
|
(1,425,686 |
) |
Future |
|
|
(109,607 |
) |
|
- |
|
|
|
|
(550,479 |
) |
|
(1,425,686 |
) |
|
Income before non-controlling interests |
|
|
79,134,497 |
|
|
28,337,796 |
|
|
Non-controlling interests |
|
|
(19,197,243 |
) |
|
(6,315,137 |
) |
|
Net income |
|
|
59,937,254 |
|
|
22,022,659 |
|
|
Retained earnings (deficit), beginning of year |
|
|
1,767,831 |
|
|
(20,254,828 |
) |
Appropriation to reserves |
|
|
(2,077,628 |
) |
|
- |
|
Cash dividends declared and distributed |
12 (e) |
|
(6,891,020 |
) |
|
- |
|
|
Retained earnings, end of year |
|
$ |
52,736,437 |
|
$ |
1,767,831 |
|
|
Basic earnings per share |
|
$ |
0.41 |
|
$ |
0.15 |
|
Diluted earnings per share |
|
$ |
0.40 |
|
$ |
0.15 |
|
Weighted Average Number of Shares Outstanding - Basic |
|
|
147,660,730 |
|
|
143,913,693 |
|
Weighted Average Number of Shares Outstanding - Diluted |
|
|
150,954,072 |
|
|
149,674,056 |
|
The accompanying notes are an integral part of these consolidated financial statements
SILVERCORP METALS INC. |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
(Expressed in US Dollars, Note 2(b)) |
|
Year ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
Net income for the year |
$ |
59,937,254 |
|
$ |
22,022,659 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
Transition adjustment to the opening balance of investment in Dajin Resources Corp. as per |
|
|
|
|
|
|
the initial adoption of new standards (note 2(c)), net of tax of $1,128 |
|
8,674 |
|
|
- |
|
Unrealized loss on available for sale securities, net of tax recovery of $6,323 |
|
(48,643 |
) |
|
- |
|
Unrealized exchange gain on translation of self-sustaining foreign operations |
|
3,972,486 |
|
|
1,041,822 |
|
Unrealized exchange gain (loss) on translation of functional currency to reporting currency |
|
9,709,315 |
|
|
(919,849 |
) |
Other comprehensive income |
|
13,641,832 |
|
|
121,973 |
|
Comprehensive income |
$ |
73,579,086 |
|
$ |
22,144,632 |
|
The accompanying notes are an integral part of these consolidated financial statements
SILVERCORP METALS INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(Expressed in US Dollars, Note 2(b)) |
|
Year ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
Cash provided by (used for) |
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
Net income for the year |
$ |
59,937,254 |
|
$ |
22,022,659 |
|
Add (deduct) items not affecting cash : |
|
|
|
|
|
|
Accretion of asset retirement obligations |
|
61,688 |
|
|
61,899 |
|
Amortization |
|
3,725,074 |
|
|
1,312,484 |
|
Equity investment loss |
|
250,113 |
|
|
222,061 |
|
Future income tax |
|
109,607 |
|
|
- |
|
Gain on disposal of mineral property |
|
(563,147 |
) |
|
- |
|
Loss on disposal of long term investments |
|
- |
|
|
11,048 |
|
Loss on disposal of property, plant, and equipment |
|
48,130 |
|
|
4,424 |
|
Non-cash other income |
|
(4,388,267 |
) |
|
(3,824,281 |
) |
Non-controlling interests |
|
19,197,243 |
|
|
6,315,137 |
|
Stock-based compensation |
|
2,472,685 |
|
|
1,955,545 |
|
|
|
80,850,380 |
|
|
28,080,976 |
|
Net change in non-cash working capital |
|
|
|
|
|
|
Accounts receivable and prepaids |
|
(3,626,740 |
) |
|
(416,953 |
) |
Inventory |
|
(342,635 |
) |
|
(1,708,108 |
) |
Accounts payable and accrued liabilities |
|
3,412,728 |
|
|
1,804,242 |
|
Asset retirement obligation discharged upon payment |
|
(513,831 |
) |
|
(229,163 |
) |
Income tax payable |
|
(949,607 |
) |
|
1,474,131 |
|
Deposits received from customers |
|
954,884 |
|
|
1,047,399 |
|
Cash provided by operating activities |
|
79,785,179 |
|
|
30,052,524 |
|
|
Investing activities |
|
|
|
|
|
|
Acquisition of mineral rights and properties |
|
(36,583,262 |
) |
|
(11,752,043 |
) |
Acquisition of property, plant, and equipment |
|
(7,451,952 |
) |
|
(6,324,996 |
) |
Purchase of long term investments |
|
(5,552,310 |
) |
|
(2,035,039 |
) |
Decrease (increase) of short term investments |
|
(29,489,423 |
) |
|
2,304,618 |
|
Increase in long term prepaids |
|
(3,397,197 |
) |
|
(1,241,114 |
) |
Disposal of long term investments |
|
- |
|
|
208,677 |
|
Disposal of mineral rights and properties |
|
563,147 |
|
|
- |
|
Disposal of property, plant, and equipment |
|
157,352 |
|
|
8,783 |
|
Distribution to non-controlling interest shareholder |
|
(3,371,257 |
) |
|
- |
|
Cash dividends declared and distributed |
|
(6,891,020 |
) |
|
- |
|
Advances to joint venture parties |
|
- |
|
|
104,760 |
|
Cash used in investing activities |
|
(92,015,922 |
) |
|
(18,726,354 |
) |
|
Financing activities |
|
|
|
|
|
|
Repayment from (advance to) related parties |
|
(1,428,710 |
) |
|
1,587,398 |
|
Share subscriptions for cash, net of commission and expenses |
|
2,293,702 |
|
|
42,395,973 |
|
Shares returned to treasury for cancellation |
|
- |
|
|
(4,890,169 |
) |
Cash provided by financing activities |
|
864,992 |
|
|
39,093,202 |
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
5,128,173 |
|
|
(430,359 |
) |
|
Increase (decrease) in cash |
|
(6,237,578 |
) |
|
49,989,013 |
|
|
Cash and cash equivalents, beginning of year |
|
53,330,468 |
|
|
3,341,455 |
|
|
Cash and cash equivalents, end of year |
$ |
47,092,890 |
|
$ |
53,330,468 |
|
Supplemental information: |
|
- |
|
|
|
|
Interest paid |
$ |
87,178 |
|
$ |
45 |
|
Income tax paid |
$ |
1,273,784 |
|
$ |
- |
|
|
Non-cash investing activities: |
|
|
|
|
|
|
Common shares of New Pacific Metals Corp. received as |
$ |
- |
|
$ |
3,824,281 |
|
partial consideration for the Option Agreement in |
|
|
|
|
|
|
relation to the Kang Dian Project |
|
|
|
|
|
|
|
Construction in process transferred to mineral rights and properties |
$ |
1,313,791 |
|
$ |
- |
|
The accompanying notes are an integral part of these consolidated financial statements
SILVERCORP METALS INC. |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY |
(Expressed in US Dollars except for share figures, note 2(b)) |
|
|
Share capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
Retained |
|
|
Total |
|
|
|
Number of |
|
|
|
|
|
Contributed |
|
|
|
|
comprehensive |
|
|
earnings |
|
|
shareholders' |
|
|
Notes |
shares |
|
|
Amount |
|
|
surplus |
|
|
Reserves |
|
income (loss) |
|
|
(deficit) |
|
|
equity |
|
|
Balances, March 31, 2006 |
|
135,186,471 |
|
$ |
31,751,747 |
|
$ |
4,077,096 |
|
$ |
- |
$ |
357,822 |
|
$ |
(20,254,828 |
) |
$ |
15,931,837 |
|
Options exercised |
|
2,961,717 |
|
|
780,880 |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
780,880 |
|
Warrants exercised |
|
1,567,500 |
|
|
2,143,685 |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
2,143,685 |
|
Private placement, net of issuance cost |
|
7,503,750 |
|
|
39,471,408 |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
39,471,408 |
|
Value of options transferred upon exercised |
|
- |
|
|
1,010,351 |
|
|
(1,010,351 |
) |
|
- |
|
- |
|
|
- |
|
|
- |
|
Contributed surplus transferred as per share cancellation |
|
- |
|
|
4,068,249 |
|
|
(4,068,249 |
) |
|
- |
|
- |
|
|
- |
|
|
- |
|
Share cancellation under the Normal Course Issuer Bid |
|
(1,261,500 |
) |
|
(4,890,169 |
) |
|
- |
|
|
- |
|
- |
|
|
- |
|
|
(4,890,169 |
) |
Stock based compensation |
|
- |
|
|
- |
|
|
1,955,545 |
|
|
- |
|
- |
|
|
- |
|
|
1,955,545 |
|
Earnings of the year |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
22,022,659 |
|
|
22,022,659 |
|
Unrealized loss on translation of self-sustaining operation |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
1,041,822 |
|
|
- |
|
|
1,041,822 |
|
Unrealized gain on translation functional currency to reporting currency |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
(919,849 |
) |
|
- |
|
|
(919,849 |
) |
Balance, March 31, 2007 |
|
145,957,938 |
|
|
74,336,151 |
|
|
954,041 |
|
|
- |
|
479,795 |
|
|
1,767,831 |
|
|
77,537,818 |
|
Transition adjustment to opening balance |
2 (c) |
- |
|
|
- |
|
|
- |
|
|
- |
|
8,674 |
|
|
- |
|
|
8,674 |
|
Options exercised |
|
3,448,896 |
|
|
2,225,239 |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
2,225,239 |
|
Warrants exercised |
|
9,750 |
|
|
68,463 |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
68,463 |
|
Cancellation of fraction shares |
|
(108 |
) |
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
- |
|
Value of options transferred upon exercised |
|
- |
|
|
1,704,690 |
|
|
(1,704,690 |
) |
|
- |
|
- |
|
|
- |
|
|
- |
|
Stock based compensation |
|
- |
|
|
- |
|
|
2,472,685 |
|
|
- |
|
- |
|
|
- |
|
|
2,472,685 |
|
Unrealized loss on available for sale securities |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
(48,643 |
) |
|
- |
|
|
(48,643 |
) |
Appropriation to reserves |
14 |
- |
|
|
- |
|
|
- |
|
|
2,077,628 |
|
- |
|
|
(2,077,628 |
) |
|
- |
|
Cash dividends declared and distributed |
12 (e) |
- |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
(6,891,020 |
) |
|
(6,891,020 |
) |
Earnings of the year |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
59,937,254 |
|
|
59,937,254 |
|
Unrealized loss on translation of self-sustaining operation |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
3,972,486 |
|
|
- |
|
|
3,972,486 |
|
Unrealized gain on translation functional currency to reporting currency |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
9,709,315 |
|
|
- |
|
|
9,709,315 |
|
Balance, March 31, 2008 |
|
149,416,476 |
|
$ |
78,334,543 |
|
$ |
1,722,036 |
|
$ |
2,077,628 |
$ |
14,121,627 |
|
$ |
52,736,437 |
|
$ |
148,992,271 |
|
The accompanying notes are an integral part of these consolidated financial statements
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
Silvercorp Metals Inc. along with its subsidiary companies and joint ventures (collectively the Company) is engaged in the acquisition, exploration, development, and mining of precious and base metal mineral properties in the Peoples Republic of China (China).
The Company is a reporting issuer in British Columbia, Alberta, Ontario, Nova Scotia, New Brunswick, Manitoba, and Saskatchewan and trades on the TSX Exchange under the symbol SVM.
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
(a) |
Basis of Presentation and principles of consolidation |
The Companys consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP), and presented in US dollars.
Our consolidated financial statements include the accounts of the Company and its significantly owned subsidiaries: Silvercorp Metals China Inc., Fortune Mining Limited, Fortune Copper Limited, Fortress Mining Inc., Fortune Gold Mining Limited, Lachlan Gold Ltd., Victor Resources Ltd., Victor Mining Ltd., Yunnan Jin Chang Jiang Mining Co. Ltd. (Yunnan JCJ), 82% owned subsidiary, Qinghai Found Mining Company Ltd. (Qinghai Found), 70% (March 31, 2007 - 60%) owned subsidiary, Henan Huawei Mining Co. Ltd. (Henan Huawei), and 77.5% owned subsidiary, Henan Found Mining Co. Ltd. (Henan Found).
All significant inter-company transactions and accounts have been eliminated upon consolidation.
|
(b) |
Change in Reporting Currency |
Effective April 1, 2007, the Company changed its reporting currency to the US dollar. The change in reporting currency is to better reflect the Companys business activities and to improve investors ability to compare the Companys financial results with other publicly traded businesses in the mining industry. Prior to April 1, 2007, the Company reported its annual and quarterly consolidated balance sheets and the related consolidated statements of operations and cash flows in Canadian dollar (CAD). In making this change in reporting currency, the Company followed the recommendations of the Emerging Issues Committee (EIC) of the Canadian Institute of Chartered Accountants (CICA), set out in EIC-130, Translation Method when the Reporting Currency Differs from the Measurement Currency or there is a Change in the Reporting Currency. In accordance with EIC-130, the financial statements for
all years and periods presented have been translated in to the new reporting currency using the current rate method. Under this method, the statements of operations and cash flows statements items for each year and period have been translated into the reporting currency using the average exchange rates prevailing during each reporting period. All assets and liabilities have been translated using the exchange rate prevailing at the consolidated balance sheets dates. Shareholders equity transactions since April 1, 2006 have been translated using the rates of exchange in effect as of the dates of the various capital transactions, while shareholders equity balances on April 1, 2006 have been translated at the exchange rate on that date. All resulting exchange differences arising from the translation are included as a separate component of other comprehensive income.
Notes to the Consolidated Financial Statements |
page 1 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
All comparative financial information has been restated to reflect the Companys results as if they had been historically reported in US dollars.
|
(c) |
Adoption of New Accounting Standards |
(i) Financial instrument standards
On April 1, 2007, the Company prospectively adopted the recommendations included in the following Sections of the Canadian Institute of Chartered Accountants Handbook: Section 1530, Comprehensive Income; Section 3855, Financial Instruments - Recognition and Measurement; Section 3865, Hedges; Section 3861, Financial Instruments Disclosure and Presentation, and Section 3251, Equity. As we have not previously undertaken hedging activities, adoption of Section 3865 currently has no impact on us.
Section 3855 prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet and at what amount, requiring fair value or cost-based measures under different circumstances. Under Section 3855, financial instruments must be classified into one of five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. Held-for-trading financial assets and financial liabilities are financial assets and financial liabilities which are acquired for resale prior to maturity or are financial assets and liabilities designated as such by the Company. Held-to-maturity financial assets are non-derivative financial assets with a fixed maturity which the Company intends to hold until maturity. Available-for-sale financial assets are those non-derivative financial assets which are so des
ignated by the Company or that do not fall into another category.
CICA 3855 requires that all financial assets, except those classified as held to maturity, and loans and receivables, must be measured at fair value. All financial liabilities must be measured at fair value when they are classified as held-for trading; otherwise, they are measured at amortized cost. Investments classified as available-for-sale are reported at fair market value based on quoted market prices or at cost if a market value of equity instruments is not available, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Those instruments classified as held-for-trading have gains or losses included in earnings in the period in which they arise.
Comprehensive income is the change in our net assets that results from transactions, events and circumstances from sources other than our shareholders and includes items that would not normally be included in net earnings such as unrealized gains or losses on available-for-sale investments. Other comprehensive income includes the holding gains and losses from available-for-sale securities which are not included in net income (loss) until realized and foreign currency translation gains or losses arising form the translation of the Companys self-sustaining foreign operations and the translation of the Companys accounts into its reporting currency.
Notes to the Consolidated Financial Statements |
page 2 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
The Company has made the following classifications:
-
Cash and cash equivalent, which includes high liquid term deposits and bank notes, and short term investments are classified as held-for-trading financial assets and measured at fair value.
-
Accounts receivables are classified as loans and receivables and are initially measured at fair value. Subsequent measurements are recorded at amortized cost using the effective interest method.
-
The long term investment in the common shares of Dajin Resources Corp. is classified as available-for-sale securities. Available for sale securities are initially recorded at cost, which upon their initial measurement is equal to their fair value by reference to market price.
Subsequent changes in the market value of securities are recorded as changes to othercomprehensive income (loss). The investments in New Pacific Metals Corp. and LuoyangYongning Smelting Co. Ltd. are excluded from Section 3855 as they are accounted for usingthe equity method.
-
Accounts payable and accrued liabilities and deposits received from customers are classified as other financial liabilities. They are initially measured at their fair value and subsequently measured at amortized costs using the effective interest rate method. Amortized premium or discount is charged to the statements of operations.
Transaction costs are included in the initial carrying amount of financial instruments except for held-for- trading items in which case they are expensed as incurred.
Section 3855 also requires that the embedded derivatives be identified and separated from the related host contract and be measured at fair value. Subsequent changes in fair value of embedded derivatives are recognized in the consolidated statement of operations in the period the change occurs.
Upon the adoption of these new standards as at April 1, 2007, the Company remeasured its financial assets and liabilities. The investment in Dajin Resources Corp. was classified as available for sale securities and its carrying value was adjusted to $225,518 with a credit of $8,674 to the opening accumulated other comprehensive income. The cumulative foreign translation adjustment of $479,795 for the year ended March 31, 2007 was reclassified as a component of accumulated other comprehensive loss. The adoption of these new standards has no impact on the Companys cash flow.
(ii) Accounting changes
On April 1, 2007, the Company adopted the CICA revised Section 1506, Accounting Changes, which requires that: (a) a voluntary change in accounting principles can be made if, and only if, it is required by a primary source of GAAP, or the changes result in more reliable and relevant information, (b) changes in accounting policies are accompanied with disclosures of prior period amounts and justification for the change, and (c) for changes in estimates, the nature and amount of the change should be disclosed. The adoption of this standard has no impact on the Companys consolidated financial statements.
Notes to the Consolidated Financial Statements |
page 3 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
|
(d) |
Significant Accounting Policies |
(i) Use of estimates
The preparation of financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates include assumptions and estimates relating to determining defined ore bodies, reserves value beyond proven and probable mine life, fair values for purposes of impairment analysis, reclamation obligations, non-cash stock-based compensation and warrants, valuation allowances for future income tax assets, and future income tax liabilities. Actual results could differ from these estimates.
(ii) Foreign currency translation
The Companys functional currency is the Canadian dollar. Effective April 1, 2007, the Company changed its reporting currency to the US dollar.
All subsidiaries, except its 77.5% owned subsidiary Henan Found and 70% owned subsidiary Henan Huawei, are considered to be integrated foreign operations and their financial statements are translated to Canadian dollars under the temporal method. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities at historical exchange rates. Revenues and expenses are translated at the average exchange rate in effect during the period. Realized and unrealized foreign exchange gains and losses are included in earnings.
Henan Found is considered to be a self-sustaining operation. During the year ended March 31, 2008, Henan Huawei was reclassified as a self-sustaining operation from an integrated foreign operation and its financial statements are translated using the current rate method from temporal method because of the significant changes in the economic facts and circumstances of Henan Huawei. During the year ended March 31, 2008, Henan Huawei commenced commercial mine production and cash generated from sales to the local Chinese customers is sufficient to cover further exploration expenditure and other operation costs. Assets and liabilities of Henan Found and Henan Huawei, which are dominated in Chinese Yuan (RMB¥), are translated into Canadian dollars using the current rate method at period-end exchange rates and resulting translation adjustments are reflected in comprehensive income. Revenues a
nd expenses of Henan Found and Henan Huawei are translated at average exchange rates for the period.
(iii) Cash and cash equivalents
Cash and cash equivalents include cash on account, demand deposits and money market investments with maturities from the date of acquisition of three months or less, which are readily convertible to known amounts of cash and are subject to insignificant changes in value.
Notes to the Consolidated Financial Statements |
page 4 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
(iv) Inventories
Inventories include metals contained in concentrates, stockpile ores and operating materials and supplies. The classification of inventory is determined by the stage at which the ore is in the production process. Inventories of ore are sampled for metal content and are valued based on the lower of actual production costs incurred or estimated net realizable value based upon the period ending prices of contained metal. Material that does not contain a minimum quantity of metal to cover estimated processing expense to recover the contained metal is not classified as inventory and is assigned no value. All metal inventories are stated at the lower of cost or market, with cost being determined using the moving average method. Supplies inventories are valued at the average cost, net of obsolescence. Concentrate inventories are valued at lower of cost or market.
(v) Investments
Long term investments over which the Company has no control or for which it does not have significant influence or control are valued at cost, less a provision for other than temporary impairments in value.
Investments in which the Company has a significant influence are accounted for by the equity method, whereby the Company records its proportionate share of the investees income or loss.
(vi) Property, plant and equipment
Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method at the following rates, calculated to amortize the cost of the assets less their residual values over their estimated useful lives.
|
Building |
5% |
|
|
Computer equipment |
20% - 50% |
|
|
Computer software |
20% - 50% |
|
|
Equipment and funiture |
20% - 50% |
|
|
Land use right |
2% |
|
|
Leasehold improvement |
20% |
|
|
Machinery |
10% - 20% |
|
|
Mining equipment |
10% |
|
|
Motor vehicle |
20% |
|
(vii) Mineral rights and properties
Mineral rights and properties include the acquisition costs, direct exploration and development expenditures.
Upon commencement of commercial production, mineral properties and capitalized expenditures are amortized over the mine's estimated life using the units of production method calculated on the basis of measured and indicated resources.
Notes to the Consolidated Financial Statements |
page 5 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
The Company reviews the carrying value of each property that is in the exploration/development stage by reference to the project economics including the timing of the exploration and/or development work, the work programs and the exploration results experienced by the Company and others. The review of the carrying value of each producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds its estimated net realizable amount, provision will be made for the decline in value. The carrying amount will be written off if the Company decides to abandon the property.
The recoverability of the amounts capitalized for the undeveloped mineral properties and deferred exploration costs is dependent upon the determination of economically recoverable ore resources, confirmation of the Companys interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their exploration and development and future profitable production or proceeds from the disposition thereof.
(viii) Asset retirement obligations
Asset retirement obligations ("ARO") represent the estimated discounted net present value of statutory, contractual or other legal obligations relating to site reclamation and restoration costs that the Company will incur on the retirement of assets and abandonment of mine and exploration sites. ARO are added to the carrying value of mineral rights and properties as such expenditures are incurred and amortized against income over the useful life of the related asset. ARO are determined in compliance with recognized standards for site closure and mine reclamation established by governmental regulation.
Over the life of the asset, imputed interest on the ARO liability is charged to operations as accretion of asset retirement obligations on the consolidated statements of operations using the discount rate used to establish the ARO. The offset of accretion expense is added to the balance of the ARO.
Where information becomes available that indicates a recorded ARO is not sufficient to meet, or exceeds, anticipated obligations, the obligation is adjusted accordingly and added to, or deducted from, the ARO.
(ix) Revenue Recognition
Revenue is recognized upon delivery when title and risk of ownership of metals or metals bearing concentrate passes to the buyer and when collection is reasonably assured. The passing of title to the customer is based on the terms of the sales contract. Product selling price is referenced to the active and freely traded commodity markets.
(x) Stock-based compensation plan
The Company accounts for stock options using the fair value method. Under this method, compensation expense for stock options granted to employees, officers, and directors is measured at fair value at the date of the grant using the Black-Scholes valuation model and is expensed in the consolidated statements of operations over the vesting period of the options granted.
Notes to the Consolidated Financial Statements |
page 6 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
Stock options granted to consultants are measured at their fair value using the Black-Scholes valuation method.
Upon the exercise of the stock option, consideration received and the related amount transferred from contributed surplus are recorded as share capital.
(xi) Impairment of long-lived assets
Management of the Company regularly reviews the net carrying value of each long-lived asset. Where information is available and conditions suggest impairment, estimated future net cash flows are calculated using estimated future prices, reserves, selling prices for mineral ores and concentrates, and operating, capital and reclamation costs on an undiscounted basis. Reductions in the carrying value of long-lived assets would be recorded to the extent the net book value of the related assets exceeds the estimated undiscounted future cash flows. The impairment amount would correspond to the excess of the carrying value over the fair value.
Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if carrying value can be recovered. Managements estimates of mineral prices, reserves, selling prices for ores and concentrates, and operating, capital and reclamation costs are subject to certain risks and uncertainties which may affect the recoverability of long-lived assets. Although management has made its best estimate of these factors, it is possible that changes could occur in the near term, which could adversely affect managements estimate of the net cash flow to be generated from its assets.
(xii) Income taxes
The Company uses the liability method of accounting for income taxes. Future income taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases on the balance sheet date. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in substantively enacted rates is included in operations. A future income tax asset is recorded when the probability of the realization is more likely than not.
(xiii) Non-controlling interests
Non-controlling interests exist in the less than wholly-owned subsidiaries of the Company and represent the outside interests share of the carrying values of the subsidiaries. When the subsidiary company issues its own shares to outside interests, a dilution gain or loss arises as a result of the difference between the Companys share of the proceeds and the carrying value of the underlying equity.
Notes to the Consolidated Financial Statements |
page 7 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
(xiv) Earnings per share
Basic earnings per share is computed by dividing net income or loss by the weighted average number of outstanding common shares for the year.
The computation of diluted earnings per share reflects the dilutive effect of the exercise of stock options and warrants outstanding as at year-end using the treasury stock method whereby the assumed proceeds upon the exercise of stock options and warrants are used to purchase common shares at the average market price during the year.
(xv) Comparative figures
Certain comparative figures have been reclassified to conform with the presentation adopted for the current period.
|
(e) |
New Canadian Accounting Pronouncements |
(i) Financial Instrument Standards
In December 2006, the CICA issued Section 3862, Financial Instruments - Disclosure and Section 3863 Financial Instruments - Presentation to replace 3861 Financial Instruments -Disclosure and Presentation. These new sections are effective for interim and annual financial statements of the Companys reporting period beginning on April 1, 2008. The Company is currently evaluating the impact of the adoption of these new standards on its consolidated financial statements.
(ii) Inventories
In June 2007, CICA issued Handbook Section 3031 Inventories which replaces Section 3030 Inventories. Under the new section, inventories are required to be measured at the lower of cost and net realizable value, which is different from the existing guidance of the lower of cost and market. The new section contains guidance on the determination of cost and also requires the reversal of any write-downs previously recognized. Certain minimum disclosures are required, including the accounting policies used, carrying amounts, amounts recognized as an expense, write-downs, and the amount of any reversal of any write-downs recognized as a reduction in expenses. The new standard will become effective on April 1, 2008 for the Company. The Company is currently evaluating the impact of the adoption of this new section on the consolidated financial statements.<
/P>
(iii) Capital Disclosures
As of April 1, 2008, the Company will be required to adopt CICA Section 1535 Capital Disclosures, which requires companies to disclose their objectives, policies and processes for managing capital.
Notes to the Consolidated Financial Statements |
page 8 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
In addition, disclosures are to include whether companies have complied with externally imposed capital requirements. The new capital disclosure requirements were issued in December 2006 and the Company is assessing the impact on its consolidated financial statements.
(iv) Convergence with IFRS
In January 2006, CICA Accounting Standards Board (AcSB) adopted a strategic plan for the direction of accounting standards in Canada. As part of that plan, accounting standards in Canada for public companies are expected to converge with International Financial Reporting Standards (IFRS) for accounting periods commencing on or after January 1, 2011. The Company continues to monitor and assess the impact of convergence of Canadian GAAP and IFRS.
(v) Goodwill and Intangible Assets
In February 2008, the CICA issued Section 3064, Goodwill and Intangible Assets, which replaces Section 3062, Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. Various changes have been made to other sections of the CICA Handbook for consistency purposes. Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. The new Section will be applicable to the Companys consolidated financial statements for its fiscal year beginning April 1, 2009. The Company is currently evaluating the impact of the adoption of this new Section on its consolidated financial statements.
3. |
CASH AND CASH EQUIVALENTS |
Cash and cash equivalents as at March 31, 2008 of $47,092,890 (March 31, 2007 - $53,330,468) consists of cash, bank acceptances, bank discount notes, and term deposits maturing within three months of the initial investment date. As at March 31, 2008, the Company holds bankers acceptance and bank discount notes with a combined market value of $24,922,470 (March 31, 2007 -$32,323,115) and a face value of $28,112,586 (March 31, 2007 - $32,442,536) with yields from 2.56% to 3.58% (March 31, 2007 4.31%) per annum with maturity dates to June 16, 2008. The Companys term deposits total $1,140,967 (March 31, 2007 - $7,677,177), bearing an interest rates of 2.88% (March 31, 2007 - 1.80%) per annum, with maturity dates to June 8, 2008. None of the cash equivalents were in asset backed commercial papers.
4. |
SHORT TERM INVESTMENTS |
Short term investments as at March 31, 2008 of $37,145,656 (March 31, 2007 - $5,449,238) are made up of a bank note of $3,288,303 (March 31, 2007 - $nil), guarantee investment certificates (GIC) of $2,443,817 and term deposits of $31,413,535 (March 31, 2007 - $5,449,238) with maturity dates beyond three months. The bank note with face value of $3,294,095 yields 3.57% per annum to maturity on April 18, 2008. The GIC is bearing an interest rate of 4.1% per annum with maturity dates to March 4, 2009; and the term deposits bearing interest rates ranging from 3.33% to 3.78% (March 31, 2007 - 2.07% to 2.43%) with maturity dates to September 18, 2008.
Notes to the Consolidated Financial Statements |
page 9 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
5. |
ACCOUNTS RECEIVABLE AND PREPAIDS |
Accounts receivable and prepaids consist of the following:
|
As at |
|
March 31, 2008 |
|
March 31, 2007 |
|
|
Accounts receivable |
$ |
3,142,878 |
$ |
- |
|
|
Interest receivable |
|
250,609 |
|
39,742 |
|
|
Prepaid expenses and deposits |
|
1,866,212 |
|
1,236,015 |
|
|
|
$ |
5,259,699 |
$ |
1,275,757 |
|
Inventories consist of the following:
|
As at |
|
March 31, 2008 |
|
March 31, 2007 |
|
|
Direct smelting ore and stockpiled ore |
$ |
951,635 |
$ |
1,028,213 |
|
|
Concentrate inventory |
|
467,776 |
|
523,084 |
|
|
Total stockpiled |
|
1,419,411 |
|
1,551,297 |
|
|
Material and supplies |
|
969,764 |
|
251,074 |
|
|
|
$ |
2,389,175 |
$ |
1,802,371 |
|
Long term prepaids as at March 31, 2008 of $5,194,431 (March 31, 2007 - $1,535,131) is comprised of: $1,919,310 (March 31, 2007 - $1,084,225) of advances or loans to contractors to purchase equipment to work on the Companys properties to construct mill facilities for the Company, and prepayments to suppliers to acquire property, plant and equipments; $1,681,077 (March 31, 2007 -$450,906) of advances to third parties to assist the Company in the exploration of potential mineral properties in China, and $1,594,044 (March 31, 2007 - $nil) of prepayment for acquiring an office in Beijing, China.
|
As at |
|
March 31, 2008 |
|
March 31, 2007 |
|
|
Dajin Resources Corp. (a) |
|
|
|
|
|
|
1,000,000 (March 31, 2007 - 1,000,000) common shares |
$ |
204,300 |
$ |
216,844 |
|
|
New Pacific Metals Inc. (b) |
|
11,251,648 |
|
6,279,806 |
|
|
Luoyang Yongning Smelting Co. Ltd. (c) |
|
6,417,939 |
|
58,197 |
|
|
|
$ |
17,873,887 |
$ |
6,554,847 |
|
Notes to the Consolidated Financial Statements |
page 10 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
|
(a) |
Dajin Resources Corp. |
As a result of the adoption of CICA 3855 Financial Instruments - Recognition and Measurement on April 1, 2007, the Companys investment in Dajin Resources Corp., which was classified as available-for-sale securities, its carrying value was adjusted to $225,518 with a credit of $8,674 to the opening accumulated other comprehensive income. As at March 31, 2008, the investment is carried at its estimated fair value of $204,300 by reference to market price and an unrealized loss of $21,218 was recognized as other comprehensive income.
For year ended March 31, 2008, shares disposed were nil (March 31, 2007 - 1, 000,000) and no loss (March 31, 2007 - $11,048) was recorded.
|
(b) |
New Pacific Metals Inc. |
In 2004, the Company entered into a letter agreement with New Pacific Metals Corp. (NUX), a related party by way of a common director, whereby NUX had the option to acquire the Companys previous wholly owned subsidiary SKN Nickel & Platinum Ltd. (SNP), by meeting SNPs registered capital commitment of $2.5 million to a Chinese joint venture and through the issuance of 6.5 million common shares to the Company. The common shares were issuable on the basis of 2.5 million shares on issuance of a Bulletin by the TSX Venture Exchanges accepting the transaction (issued on December 13, 2004); a further 2 million shares were to be issued upon successful funding of $374,000 to SNPs Chinese joint venture (issued on February 2, 2006); and another 2 million shares were to be issued upon completion the funding of $1 million to SNPs Chinese joint venture (issued on A
ugust 29, 2006). The initial 2,500,000 common shares are subject to escrow with 650,000 common shares released upon receipt of exchange approval and 154,167 every quarter over the 3 year escrow period. The first and second tranches of 2,000,000 common shares issued are subject to escrow with a release of 250,000 common shares every three months. The Company is entitled to the voting rights attached to the escrow shares, but the shares remaining in escrow are subject to cancellation in the event NUX determines not to continue contributing to the Chinese joint venture. The Company placed a representative on the NUX Board of Directors pursuant to the terms of the agreement.
During the year ended March 31, 2007, NUX exercised its option to acquire 100% interest in SNP by fully contributing $2.5 million to SNPs Chinese join venture and had issued all of the 6.5 million shares to the Company.
As at March 31, 2008, all of the 6,500,000 (March 31, 2007 - 4,087,501) NUXs common shares were released to the Company from escrow. The Company has recorded other income for the year ended March 31, 2008 totaling $4,388,267, representing the market value of the 2,412,499 (March 31, 2007 - $3,824,281 on 2,416,666 common shares) NUXs common shares released from escrow during the year ended March 31, 2008.
In March 2007, the Company participated in NUXs private placement and subscribed for a total of 900,000 units at CAD$2.50 per unit. Each unit was comprised of one common share and one-half of one share purchase warrant. Each whole warrant entitles the Company to acquire an additional common share at CAD$3.00 for a period of one year until March 15, 2008.
Notes to the Consolidated Financial Statements |
page 11 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
On February 21, 2008, NUX obtained the approval from the TSX Venture Exchange to extend the expiry date of its common share purchase warrants to March 15, 2009.
For the year ended March 31, 2008, a total of $250,113 (March 31, 2007 - $222,061), of equity loss had been recorded.
As at March 31, 2008, the Company owns 7,400,000 common shares of NUX, representing an ownership of 23.6% (2007 17.7%) . The following is the summary of the investment in NUX and its market value:
|
|
Number of shares |
|
Book Value |
|
|
Market Value of NUX's
common shares |
|
|
Balance, March 31, 2006 |
1,670,835 |
$ |
732,653 |
|
$ |
2,462,373 |
|
|
Shares released from escrow |
2,416,666 |
|
3,824,281 |
|
|
3,824,281 |
|
|
Participation in NUX's private placemen |
900,000 |
|
1,951,600 |
|
|
1,951,600 |
|
|
Equity in loss of investee company |
|
|
( 222,061 |
) |
|
- |
|
|
Foreign translation impact |
|
|
( 6,667 |
) |
|
- |
|
|
Balance, March 31, 2007 |
4,987,501 |
|
6,279,806 |
|
|
14,924,866 |
|
|
Shares released from escrow |
2,412,499 |
|
4,388,267 |
|
|
4,388,267 |
|
|
Equity in loss of investee company |
|
|
( 250,113 |
) |
|
- |
|
|
Foreign translation impact |
|
|
833,688 |
|
|
- |
|
|
Balance, March 31, 2008 |
7,400,000 |
$ |
11,251,648 |
|
$ |
14,758,245 |
|
|
(c) |
Luoyang Yongning Smelting Co. Ltd. |
During the 2007 fiscal year, Henan Found entered into a joint venture agreement, for a 22.5% participation interest, in a custom built 150,000-tonne/year lead-silver-gold smelter in Luoning County, Luoyang City, Henan Province, China. Henan Found's share, 22.5% of the cost, will be $5.6 million (RMB¥45 million) for the first phase and is expected to be financed by cash flow from its Ying property.
On September 5, 2007, the joint venture agreement was amended with the incorporation of Luoyang Yongning Smelting Co. Ltd. (Yongning) to hold the smelter project. Under the amended joint venture agreement, Henan Found can earn 30% interest in Yongning by contributing $10.7 million (RMB¥75 million) of the total investment in Yongning of $35.7 million (RMB¥250 million) comprised of: $21.4 million (RMB¥150 million) towards the registered capital with the balance of $14.3 million (RMB¥100 million) to finance the project development cost which is required to be contributed within one year after the issuance of the business license. On September 21, 2007, Yongning obtained approval from Chinese governmental authorities and the business license was issued.
Notes to the Consolidated Financial Statements |
page 12 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
As at March 31, 2008, Henan Found fulfilled its registered capital requirement through a contribution of approximately $5.6 million (RMB¥45 million) (March 31, 2007 - $58,197 (RMB¥450,000)) to Yongning, with the remaining commitment of approximately $4.3 million (RMB¥30 million) due within one year from September 21, 2007. This investment is accounted for using the equity method. No equity income (loss) had been recorded during the year ended March 31, 2008.
As of March 31, 2008, the registered capital requirement of $21.4 million (RMB¥150 million) has been fully contributed by all the joint venture parties.
9. |
PROPERTY, PLANT AND EQUIPMENT |
Property, plant and equipment consist of:
|
As at |
|
March 31, 2008 |
|
March 31, 2007 |
|
|
|
|
|
|
|
Accumulated |
|
Net Book |
|
|
Accumulated |
|
Net Book |
|
|
|
Cost |
|
Depreciation |
|
Value |
|
Cost |
Depreciation |
|
Value |
|
Building |
$ |
8,236,801 |
$ |
263,521 |
$ |
7,973,280 |
$ |
2,829,393 |
$ |
30,224 |
$ |
2,799,169 |
|
Computer equipment |
|
570,784 |
|
179,022 |
|
391,762 |
|
286,364 |
|
98,979 |
|
187,385 |
|
Computer software |
|
191,211 |
|
37,371 |
|
153,840 |
|
105,897 |
|
11,926 |
|
93,971 |
|
Equipment and funiture |
|
976,584 |
|
141,772 |
|
834,812 |
|
416,837 |
|
33,073 |
|
383,764 |
|
Machinery |
|
2,650,059 |
|
200,017 |
|
2,450,042 |
|
1,053,029 |
|
36,995 |
|
1,016,034 |
|
Mining equipment |
|
482,115 |
|
156,994 |
|
325,121 |
|
426,842 |
|
101,467 |
|
325,375 |
|
Motor vehicle |
|
1,268,900 |
|
301,735 |
|
967,165 |
|
840,130 |
|
107,103 |
|
733,027 |
|
Land use right |
|
496,373 |
|
- |
|
496,373 |
|
- |
|
- |
|
- |
|
Leasehood improvement |
|
113,674 |
|
29,270 |
|
84,404 |
|
101,428 |
|
5,832 |
|
95,596 |
|
Construction in process |
|
672,773 |
|
- |
|
672,773 |
|
2,234,373 |
|
- |
|
2,234,373 |
|
|
$ |
15,659,274 |
$ |
1,309,702 |
$ |
14,349,572 |
$ |
8,294,293 |
$ |
425,599 |
$ |
7,868,694 |
During the year ended March 31, 2008, the Company disposed of motor vehicles with net book value of $205,482 (March 31, 2008 - $13,207) and a loss of $48,130 (2007 - $4,424) was recorded. A total of $1,313,791 (RMB¥9,211,773) construction in process was reclassified to mineral rights and properties during the year ended March 31, 2008.
Notes to the Consolidated Financial Statements |
page 13 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
10. |
MINERAL RIGHTS AND PROPERTIES |
Mineral rights and properties are comprised of the following:
|
|
|
Ying |
|
|
HPG |
|
|
NZ |
|
|
Nabao |
|
TLP |
|
LM |
|
Total |
|
|
Balance, March 31, 2006 |
$ |
3,188,931 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
$ |
- |
$ |
- |
$ |
3,188,931 |
|
|
Acquisition of mineral rights and properties |
|
2,497,041 |
|
|
5,633,018 |
|
|
1,529,135 |
|
|
- |
|
- |
|
- |
|
9,659,194 |
|
|
Capitalized asset retirement obligation |
|
1,127,591 |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
1,127,591 |
|
|
Capitalized exploration and development costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting and management fees |
|
225,011 |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
225,011 |
|
|
Drilling, assay fee and reporting |
|
1,081,139 |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
1,081,139 |
|
|
Office and miscellaneous |
|
5,920 |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
5,920 |
|
|
Tunneling and trenching |
|
2,127,578 |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
2,127,578 |
|
|
Foreign currency translation impact |
|
39,276 |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
39,276 |
|
|
Amortization |
|
(1,128,594 |
) |
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
(1,128,594 |
) |
|
Balance, March 31, 2007 |
|
9,163,893 |
|
|
5,633,018 |
|
|
1,529,135 |
|
|
- |
|
- |
|
- |
|
16,326,046 |
|
|
Acquisition of mineral rights and properties |
|
- |
|
|
1,602,927 |
|
|
- |
|
|
- |
|
19,109,357 |
|
7,175,611 |
|
27,887,895 |
|
|
Capitalized asset retirement obligation |
|
(94,009 |
) |
|
714,531 |
|
|
- |
|
|
- |
|
- |
|
- |
|
620,522 |
|
|
Capitalized exploration and development costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting and management fees |
|
38,140 |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
38,140 |
|
|
Drilling, assay fee and reporting |
|
2,657,666 |
|
|
1,056,004 |
|
|
315,419 |
|
|
1,012,815 |
|
721,423 |
|
180,269 |
|
5,943,596 |
|
|
Office and miscellaneous |
|
- |
|
|
- |
|
|
- |
|
|
45,368 |
|
- |
|
- |
|
45,368 |
|
|
Tunneling and trenching |
|
4,239,164 |
|
|
1,585,170 |
|
|
37,099 |
|
|
- |
|
184,577 |
|
2,392,778 |
|
8,438,788 |
|
|
Shaft development |
|
2,822,856 |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
2,822,856 |
|
|
Foreign exchange impact |
|
(111,789 |
) |
|
(29,186 |
) |
|
(20,673 |
) |
|
- |
|
- |
|
- |
|
(161,648 |
) |
|
Foreign currecy translation impact |
|
1,114,396 |
|
|
685,015 |
|
|
185,954 |
|
|
- |
|
- |
|
- |
|
1,985,365 |
|
|
Amortization |
|
(1,527,567 |
) |
|
(1,515,086 |
) |
|
- |
|
|
- |
|
- |
|
- |
|
(3,042,653 |
) |
|
Balance, March 31, 2008 |
$ |
18,302,750 |
|
$ |
9,732,393 |
|
$ |
2,046,934 |
|
$ |
1,058,183 |
$ |
20,015,357 |
$ |
9,748,658 |
$ |
60,904,275 |
|
Although the Company has taken steps to verify title to the mineral properties in which it, through its subsidiaries, has an interest, in accordance with industry standards for the stage of exploration of such properties, those procedures do not guarantee the Companys title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.
The Company, through its wholly owned subsidiary, Victor Mining Ltd., entered into an agreement to acquire 77.5% interest in the high grade Ying Silver-Lead-Zinc Project (Ying Property) located in Henan Province, China for a total consideration of approximately $3.7 million (paid). Henan Found was established in 2004 to hold the Ying property, and production of ore commenced on April 1, 2006.
Notes to the Consolidated Financial Statements |
page 14 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
In July 2006, Henan Found reached a settlement with a third party to stop its unauthorized mining activities on the Ying Property by paying the third party a total of $911,749, which was paid and capitalized as acquisition cost of mineral rights and properties.
During the year ended March 31, 2007, Henan Found acquired two additional exploration permits adjacent to the existing boundary of the Ying Property for cash consideration of $609,967, which was paid and capitalized as acquisition cost of mineral rights and properties. The exploration permits were transferred to Henan Found during the year ended March 31, 2007.
Henan Found is in the process of completing construction of the Ying Property according to its approved design plan, and in particular completing the connection of three mine shafts for safety reasons. While government authorities allow Henan Found to test run the mill and mine, it is subject to final inspection by authorities for environmental and safety qualifications and it is subject to receiving environmental and safety production permits.
The land usage right for Henan Founds mine and mill has been purchased from the local owners, rezoning of these lands from agricultural to industrial use has been approved by Henan Provincial government, and transfer of the land title to Henan Founds name has been submitted to the government authorities and is pending final approval.
Pursuant to an update of estimates of the mineral resources on Ying Property, the mine life of Ying property has been extended by two years to a total of nine years mining life. Consequently, the calculation of depreciation and amortization of mineral rights and properties of Ying silver-lead-zinc were revised prospectively and the amounts of asset retirement obligations are also revised based on the extended mine life. The impact on this change in estimate resulted in lower accretion of ARO of $94,009 for the year ended March 31, 2008.
|
(b) |
HPG Silver-Gold-Lead Property |
The Company, through its indirectly wholly owned subsidiary, Victor Resources Ltd., entered into an agreement to acquire a 60% interest of the HPG silver-gold-lead operating mine and property within the Ying Silver-Lead-Zinc Project, Henan Province, China for a total consideration of approximately $5.7 million (RMB¥43.2 million). Henan Huawei was established in January 2007 to hold the HPG gold-silver-lead property which consists of two adjacent mining licenses surrounded by one exploration permit within the Ying Silver-Lead-Zinc Project area in Henan, and a flotation mill and associated facilities. The Company was required to pay a total of $3.93 million (RMB¥30 million) to the joint venture partner directly while the remaining of $1.73 million (RMB¥13.2 million) was paid to Henan Huawei as its registered capital.
During the year ended March 31, 2007, the Company fulfilled its obligation to earn 60% interest in HPG and a total of $5,633,018 was capitalized as the acquisition cost of mineral rights and properties.
On May 11, 2007, Victor Resources Ltd., signed an agreement to acquire a further 20% interest in Henan Huawei from its joint venture partner, in which 10% interest will be held in trust for a shareholder of the joint venture partner.
Notes to the Consolidated Financial Statements |
page 15 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
Total consideration for the 20% interest is approximately $1.9 million (RMB¥13.3 million) with the Companys share of approximately $950,000 (RMB¥6.65 million) paid in full. A total of $722,544 was capitalized as the acquisition cost of mineral rights and properties after offsetting against non-controlling interest.
In October 2006, the Company, through its 77.5% owned subsidiary company, Henan Found, entered into an agreement (the Agreement) with a third party, related by common control, to acquire a 100% interest in the NZ Gold-Silver property (the Property), on its behalf. As at March 31, 2007, the third party has completed its acquisition of the Property, by payment of $1,099,271 (RMB¥8.5 million), and the payment was capitalized as the acquisition of mineral rights and properties.
The Companys interest in the NZ Property is held in trust through a third party for the Company.
In June 2007, the Company, through its wholly owned subsidiary, Fortress Mining Inc., entered into a joint venture contract with a Chinese party to form Qinghai Found Mining Company Ltd. ("Qinghai Found"), a Sino-foreign cooperate joint venture company, to explore and develop the Na-Bao silver-polymetalic Project (Na-Bao Project) in Qinghai Province, China. Under the joint venture contract, the Company has an 82% interest in Qinghai Found by investing approximately $4.0 million by funding exploration and development. The Chinese party retains an 18% interest in Qinghai Found in exchange for transferring the three Na-Bao permits to Qinghai Found.
In October 2007, the Companys 70% owned subsidiary, Henan Huawei, entered into agreements to acquire 100% interest in LM Silver-Lead Mine (LM Mine), which has a mining permit located just southeast of the Ying silver project, through the acquisition of 100% interest of a private Chinese company, Xinda Mineral Products Co. Ltd.(Xinda), for approximately $3.6 million. The Company also agreed to compensate another $3.6 million (RMB¥25 million) to the original shareholders of Xinda for their previous work done on the LM Mine. As at March 31, a total of $6.5 million was paid and an approximately $7.2 million was capitalized as the acquisition cost of mineral rights and properties.
As of March 31, 2008, the acquisition of LM silver-lead mine is pending government approval, and concurrently Henan Huawei has taken control of LM Mine and production at LM Mine has commenced.
In December 2007, the Companys 77.5% owned subsidiary, Henan Found, successfully concluded contracts to acquire 100% interest of the TLP Silver-Lead Mine (TLP Mine) by paying approximately $11.4 million (RMB¥80 million) plus assuming debts, obligations and winding down of certain leasing agreements.
Notes to the Consolidated Financial Statements |
page 16 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
The total acquisition cost of TLP Mine is estimated at $22 million (RMB¥157 million). As of March 31, 2008, a total of $17.7 million (RMB¥124.2 million) was paid and capitalized as the acquisition cost of mineral rights and properties.
11. |
ASSET RETIREMENT OBLIGATIONS |
The following table presented the reconciliation of the beginning and ending obligations associated with the retirement of the properties:
|
|
|
Current |
|
|
Long term |
|
|
|
|
|
|
|
portion |
|
|
portion |
|
|
Total |
|
|
Balance, March 31, 2006 |
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
Obligations incurred during the year |
|
- |
|
|
1,127,591 |
|
|
1,127,591 |
|
|
Obligations discharged upon payments to local government |
|
- |
|
|
(227,088 |
) |
|
(227,088 |
) |
|
Accretion of asset retirement obligations |
|
- |
|
|
61,899 |
|
|
61,899 |
|
|
Reclassification of current portion of the obligations |
|
292,406 |
|
|
(292,406 |
) |
|
- |
|
|
Balance, March 31, 2007 |
$ |
292,406 |
|
$ |
669,996 |
|
$ |
962,402 |
|
|
Obligations incurred during year |
|
252,725 |
|
|
440,699 |
|
|
693,424 |
|
|
Obligations discharged upon payments during the year |
|
(515,980 |
) |
|
- |
|
|
(515,980 |
) |
|
Obigations reduction as per revision of ARO of Ying Property |
|
- |
|
|
(94,009 |
) |
|
(94,009 |
) |
|
Accretion of asset retirement obligations |
|
10,517 |
|
|
51,171 |
|
|
61,688 |
|
|
Reclassification of current portion of ARO to long term |
|
(75,226 |
) |
|
75,226 |
|
|
- |
|
|
Foreign translation impacts |
|
35,558 |
|
|
82,746 |
|
|
118,304 |
|
|
Balance, March 31, 2008 |
$ |
- |
|
$ |
1,225,829 |
|
$ |
1,225,829 |
|
Although the ultimate reclamation costs to be incurred for the existing mines are uncertain, the Company has estimated the undiscounted future values of these costs to be $1.74 million as at March 31, 2008 (2007 - $1.35 million ) in the next five to eight years.
The aggregate accrued obligation as at March 31, 2008, representing the fair value of the future reclamation costs, was $1,225, 829 (2007 - $962,402). The fair value was estimated using a credit risk free discount rate of six percent.
Unlimited number of common shares without par value.
|
(b) |
Issued and outstanding |
On April 26, 2006, the Company completed a short form prospectus financing which raised net proceeds of $39,471,408 (CAD$44,484,295) through the sale of 7,503,750 units at a price of CAD$6.37 per unit. Each unit is comprised of one common share of the Company and one half share purchase warrant.
Notes to the Consolidated Financial Statements |
page 17 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
Each whole warrant is exercisable up to October 25, 2007 at a strike price of CAD$8 per common share. In August 2007, the expiry date of the warrants was extended to October 26, 2008.
On June 13, 2006, the Board of Directors approved a Normal Course Issuer Bid to acquire up to 3,000,000 of its common shares, over a one year period. Purchases were made at the discretion of the Directors at prevailing market prices, through the facilities of the TSX Exchange. As at March 31, 2007, a total of 1,261,500 of its common shares were acquired and cancelled under the Normal Course Issuer Bid at a cost of $4,890,169 (CAD$5,499,104) and a total of $4,068,249 (CAD$4,766,361) was transferred from contributed surplus upon the share cancellations. The Normal Course Issuer Bid expired at June 12, 2007.
On March 20, 2008, the Company announced another Normal Course Issuer Bid to acquire up to 2,988,029 of its common shares. The Normal Course Issuer Bid was approved By TSX Exchange and commenced on March 28, 2008 and continues until no later than March 27, 2009. Purchases will be made at the discretion of the Directors at prevailing market prices, through the facilities of the TSX Exchange. The Company intends to cancel all shares acquired under the issuer bid. No shares were acquired under this issuer bid during the year ended March 31, 2008.
|
(c) |
Share Purchase Warrants |
The Company adopted the Residual Approach in valuing the share purchase warrants attached to private placement units issued. Under this approach, proceeds up to the Companys share market value are allocated to the shares and only the excess above the market value is allocated to the attached share purchase warrants. No value has been allocated to these warrants as determined under the Residual Approach.
The following is a summary of warrant transactions:
|
Warrant Shares |
Issued |
Warrant Shares |
Warrant Shares |
|
Price per |
|
|
Outstanding as at |
during |
Exercised |
Outstanding as at |
|
Warrant |
|
|
March 31, 2007 |
the period |
during the period |
March 31, 2008 |
|
CAD$ |
Expiry Date |
|
|
|
3,751,869 |
- |
9,750 |
3,742,119 |
$ |
8.00 |
October 26, 2008 |
During the year ended March 31, 2008, the Company received approval from Toronto Stock Exchange to extend the expiry date of the share purchase warrants to acquire 3,751,869 common shares from October 26, 2007 to October 26, 2008. The exercise price of these warrants remains unchanged at CAD$8.00. Effective on September 10, 2007, these common share purchase warrants were listed on the Toronto Stock Exchange and trade under the symbol SVM.WT.
Notes to the Consolidated Financial Statements |
page 18 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
The following is a summary of option transactions:
|
|
Number of Shares |
|
|
Weighted Average Exercise Price Per Share CAD$ |
|
Balance, March 31, 2006 |
7,909,875 |
|
$ |
0.36 |
|
Options granted |
1,300,500 |
|
|
4.44 |
|
Options exercised |
(2,961,717 |
) |
|
0.30 |
|
Options forfeited |
(78,750 |
) |
|
4.35 |
|
Balance, March 31, 2007 |
6,169,908 |
|
$ |
1.19 |
|
Options granted |
1,081,200 |
|
|
7.11 |
|
Options exercised |
(3,448,896 |
) |
|
0.73 |
|
Options forfeited |
(567,527 |
) |
|
2.60 |
|
Balance, March 31, 2008 |
3,234,685 |
|
$ |
3.42 |
During the year ended March 31, 2008, a total of 1,081,200 options were granted to directors, officers, employees, and consultants exercisable at a weighted average exercise price of CAD$7.11 per share for five years, subject to a vesting schedule over a three year term with 8.333% options vested every three months. During the year ended March 31, 2008 a total of 567,527 options were forfeited and cancelled.
The following is the summary assumptions to estimate the fair value of each option granted using the Black-Scholes option pricing model.
|
|
2008 |
|
2007 |
|
|
Risk free interest rate |
2.58% to 4.31% |
|
4.01% to 4.23% |
|
|
Expected life of options in years |
2 to 5 years |
|
1 to 3 years |
|
|
Expected volatility |
52% to 117% |
|
95% to 119% |
|
|
Expected dividend yield |
1 |
% |
0 |
% |
The weighted average grant date fair value of options granted during the year was $3.53 (2007 -$2.77) . For the year ended March 31, 2008, a total of $2,472,685 (March 31, 2007 - $1,955,545) were recorded as office, administration and miscellaneous expenses on the consolidated statements of operations.
Notes to the Consolidated Financial Statements |
page 19 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
The following table summarizes information about stock options outstanding at March 31, 2008:
|
|
|
|
Weighted |
|
Weighted |
|
|
Weighted |
|
|
|
Number |
Average |
|
Average |
Number |
|
Average |
|
|
Exercise |
Outstanding at |
Remaining |
|
Exercise |
Exercisable at |
|
Exercise |
|
|
Prices |
March 31 |
Contractual |
|
Price |
March 31 |
|
Price |
|
|
in CAD$ |
2008 |
Life (Years) |
|
in CAD$ |
2008 |
|
in CAD$ |
|
|
|
$ |
0.18 |
990,000 |
1.54 |
|
0.18 |
990,000 |
|
0.18 |
|
|
0.63 |
450,000 |
1.92 |
|
0.63 |
450,000 |
|
0.63 |
|
|
0.75 |
31,875 |
0.18 |
|
0.75 |
31,875 |
|
0.75 |
|
|
4.32 |
432,399 |
3.29 |
|
4.32 |
197,400 |
|
4.32 |
|
|
4.43 |
216,999 |
3.41 |
|
4.43 |
93,999 |
|
4.43 |
|
|
4.47 |
54,708 |
3.38 |
|
4.47 |
7,458 |
|
4.47 |
|
|
6.74 |
780,204 |
4.03 |
|
6.74 |
127,938 |
|
6.74 |
|
|
6.95 |
135,000 |
4.51 |
|
6.95 |
18,750 |
|
6.95 |
|
|
9.05 |
143,500 |
4.80 |
|
9.05 |
- |
|
9.05 |
|
$ |
0.18 - $9.05 |
3,234,685 |
2.64 |
$ |
3.42 |
1,917,420 |
$ |
1.45 |
|
(e) |
Cash Dividends Declared and Distributed |
During the year ended March 31, 2008, an eligible cash dividend of $6,891,020 or $0.05 per share (CAD$0.05 per share) (March 31, 2007 - $nil) was declared and distributed to shareholders of the Company.
On September 28, 2007, shareholders approved a three-for-one share split for its common shares. The record date for the stock split was set at the close of business on October 31, 2007.
On October 17, 2007, an aggregate of 108 (or 36 pre-split) common shares resulting from rounding of previous capital consolidations were returned to treasury to reduce the accumulated fractional shares held in the Companys trustee account in connection with the share split.
All share and per share information included in the consolidated financial statements and accompanying notes are presented on a post-split basis for all periods presented.
Notes to the Consolidated Financial Statements |
page 20 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
13. |
NON-CONTROLLING INTERESTS |
The following is the summary of non-controlling interests:
|
|
|
Henan Found |
|
|
Huawei |
|
|
Total |
|
|
Balance, March 31, 2006 |
$ |
600,323 |
|
$ |
- |
|
$ |
600,323 |
|
|
Minority shareholder's contribution |
|
- |
|
|
103,461 |
|
|
103,461 |
|
|
Income (loss) sharing for the year |
|
6,369,493 |
|
|
( 54,356 |
) |
|
6,315,137 |
|
|
Foreign currency translation impact |
|
( 71,610 |
) |
|
675 |
|
|
( 70,935 |
) |
|
Balance, March 31, 2007 |
|
6,898,206 |
|
|
49,780 |
|
|
6,947,986 |
|
|
Non-controlling interest reduction upon acquistion of additional equity interest in Huawei (10(b)) |
|
- |
|
|
( 186,140 |
) |
|
( 186,140 |
) |
|
Income sharing for the year |
|
16,809,697 |
|
|
2,387,546 |
|
|
19,197,243 |
|
|
Non-controlling interest reduction upon distribution |
|
( 3,371,257 |
) |
|
- |
|
|
( 3,371,257 |
) |
|
Non-controlling interest reduction upon dividend declared |
|
( 12,117,910 |
) |
|
- |
|
|
( 12,117,910 |
) |
|
Foreign currency translation impact |
|
779,234 |
|
|
16,041 |
|
|
795,275 |
|
|
Balance, March 31, 2008 |
$ |
8,997,970 |
|
$ |
2,267,227 |
|
$ |
11,265,197 |
|
In June 2007, Henan Found distributed a total of $14,983,364 (RMB¥111 million) to its shareholders. The Companys wholly owned subsidiary, Victor Mining Ltd., received its share (77.5%) of dividend payment of $11,612,107 (RMB¥86,025,000), and a total of $3,371,257 (RMB¥24,975,000) was paid to the non-controlling interests.
During the year ended March 31, 2008, Henan Founds Board of Directors declared a dividend of $50,616,759 (RMB¥400 million) to its shareholders, and a total of $12,117,910 (RMB¥90 million) distributable to the non-controlling subsidiary shareholder was recorded as due to related parties on the balance sheet as of March 31, 2008. Subsequent to March 31, 2008, a total of $6,058,955 (RMB¥45 million) was distributed to the non-controlling subsidiary shareholder.
The Company has not recorded non-controlling interest in Qinghai Found, as its ownership percentage represents only the profit sharing and working interests and the minority shareholder is not responsible for any of the associated costs. As at March 31, 2008, Qinghai Found is still in the exploration stage and has not generated any revenue.
Pursuant to Chinese regulations, Henan Found may make appropriations to reserves funds, comprising the Enterprise Reserve Fund, Enterprise Expansion Fund, and Employee Welfare Fund at a percentage, at the discretion of the Board of Directors of Henan Found, of its after tax net income.
The Enterprise Reserve Fund is established for covering potential losses and could be used to increase the registered capital if approved by the relevant Chinese authorities. The Enterprise Expansion Fund is for expanding business operation. Both Enterprise Reserve Fund and Enterprise Expansion Fund are recorded as part of shareholders equity but are not available for distribution to shareholders other than in liquidation. Employee Welfare Fund is established for the purpose of providing employee facilities and other collective benefits to employees and is recorded as an expense.
Notes to the Consolidated Financial Statements |
page 21 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
During the year ended March 31, 2008, the Board of Directors of Henan Found appropriated reserves of $2,077,628 (RMB¥16,418,499) (2007 - $nil) from its retained earnings for the calendar year ended December 31, 2006. Of the reserves, a total of $415,526 (RMB¥3,283,700) (2007 - $nil) was appropriated as Enterprise Reserve Fund and $1,662,102 (RMB¥13,134,799) (2007 - $nil) as Enterprise Expansion Fund. Henan Found also contributed a total of $16,621 (RMB¥131,348) (2007 - $nil) to the Employee Welfare Fund. The contribution to Employee Welfare Fund was recorded as accrued liabilities on the consolidated balance sheet and expensed on the consolidated statement of income.
Subsequent to March 31, 2008, the Board of Directors of Henan Found appropriated reserves of $8,544,685 (RMB¥67,525,567) from its retained earning for the calendar year ended December 31, 2007. Of the reserves, a total of $1,695,400 (RMB¥13,397,930) was appropriated as Enterprise Reserve Fund, $6,781,496 (RMB¥53,591,720) as Enterprise Expansion Fund, and $67,815 (RMB¥535,917) as Employee Welfare Fund.
15. |
RELATED PARTY TRANSACTIONS |
In addition to related party transactions disclosed elsewhere in the financial statements, the Company had the following related party transactions during the period:
|
(a) |
During the year ended March 31, 2008, the Company incurred: |
|
|
|
(i) |
consulting fees of $270,695 (2007 - $152,599) payable to a company owned by an officer and director of the Company and to an officer of the Company; |
|
|
|
(ii) |
legal fees of $nil (2007 - $76,974) payable to a law firm with a partner that is a director of the Company; |
|
|
|
(iii) |
management fees of $202,449 (2007 - $126,047) payable to a company owned by an officer and director of the Company, and to an officer and director of the Company; |
|
|
|
(iv) |
accounting fees of $498 (2007 - $77,346) payable to an accounting firm with a partner that is former officer of the Company; |
|
|
|
(v) |
directors fees of $93,731 (2007 - $36,363); |
|
|
|
(vi) |
expenses recovered of $302,100 (2007 - $321,931) from New Pacific Metals Corp. (NUX). |
|
|
(b) |
As at March 31, 2008, the related transaction balances included the following: |
|
|
|
(i) |
$nil (March 31, 2007 - $34,478) due to a company controlled by a director of the Company for services provided; |
|
|
|
(ii) |
$nil (March 31, 2007 - $131,641) due to the joint venture partner of Henan Huawei; |
|
Notes to the Consolidated Financial Statements |
page 22 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
|
(iii) |
$12,117,910 (March 31, 2007 - $nil) due to the joint venture partner of Henan Found for non- controlling interest distributable as Henan Found declared dividend during the year; |
|
|
(iv) |
$12,014 (March 31, 2007 - $28,329) due from a company related by common control; |
|
|
(v) |
$17,113 (March 31, 2007 - $nil) due from the joint venture partner of Qinghai Found; |
|
|
(vi) |
$18,051 (March 31, 2007 - $nil) due from NUX for expenses incurred and recoverable under an inter-company services and cost allocation arrangement; and, |
|
|
(vii) |
$nil (March 31, 2007 - $1,195,129) due to NUX for funds advanced from NUX. |
|
|
|
On December 8, 2006, NUX entered into a Declaration of Trust Agreement (the Trust Agreement) with Yunnan JCJ, an indirectly wholly owned subsidiary of the Company, to hold in trust for NUX, two exploration permits (Huaiji Project) located in Guangdong Province, China. |
|
|
|
On January 25, 2007, NUX advanced $1.24 million to the Company to fund the Huaiji Project. As at March 31, 2008, a total of $683,995 of cash held in trust by the Company for the sole benefit of NUX is repayable upon demand, pursuant to a trust agreement dated October 16, 2007. |
|
The transactions with related parties during the year are measured at the exchange amount, which is the amount of consideration established and agreed by the parties. The balances with related parties are unsecured, non-interest bearing, and due on demand.
(a) Income tax expense
The Companys wholly-owned subsidiary, Yunnan JCJ, 77.5% owned subsidiary, Henan Found, and 70% owned subsidiary, Henan Huawei, are considered as qualified Foreign Investment Enterprises (a FIE) in China and they are entitled to tax incentives of a five-year tax holiday (year one and two are tax exempt with years three to five at a reduced tax rate of 12.5%) .
Henan Found enjoyed a zero tax rate for the 2006 and 2007 calendar years. Starting from January 1, 2008 to December 31, 2010, a 12.5% income tax rate is applied. A tax provision of approximately $1.9 million was provided for the fourth quarter ended March 31, 2008.
Henan Huawei can enjoy a zero income tax rate starting from January 1, 2007 and a 12.5% income tax rate for January 1, 2009 to December 31, 2011.
Yunnan JCJ has not recorded a profit as of December 31, 2007, and as a result, its tax holiday is deemed to commence from January 1, 2008 pursuant to the new Chinese corporate Income Tax Laws effective January 1, 2008.
Notes to the Consolidated Financial Statements |
page 23 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
Qinghai Found is not entitled to any tax holiday under the current Chinese income tax laws.
The provision for income taxes differs from the amount computed by applying the cumulative Canadian federal and provincial income tax rates to the loss before income tax provision due to the following:
|
Express in Cdn. $ |
|
2008 |
|
|
2007 |
|
|
Income (loss) before non-controlling interest |
$ |
79,684,976 |
|
$ |
29,763,482 |
|
|
Canadian combined federal and provincial income tax rate |
|
33.47 |
% |
|
34.12 |
% |
|
Expected income tax recovery (expense) |
|
(26,666,577 |
) |
|
(10,155,300 |
) |
|
Difference in foreign tax rates |
|
25,674,821 |
|
|
8,855,408 |
|
|
Taxes recovery from prior year tax provision |
|
1,425,686 |
|
|
- |
|
|
Non-deductible stock based compensation |
|
(913,186 |
) |
|
(667,184 |
) |
|
Non-taxable mineral property option income |
|
743,049 |
|
|
657,430 |
|
|
Non-deductible foreign exchange losses |
|
(198,314 |
) |
|
(9,677 |
) |
|
Changed in valuation allowance |
|
554,495 |
|
|
- |
|
|
Impact of tax rate changed |
|
(554,495 |
) |
|
- |
|
|
Others |
|
(615,958 |
) |
|
(106,363 |
) |
|
|
$ |
(550,479 |
) |
$ |
(1,425,686 |
) |
(b) Future income tax
The approximate tax effect of each type of temporary difference that gives rise to the Companys future tax assets is as follows:
|
|
|
2008 |
|
|
2007 |
|
|
Non - capital loss carry forward |
$ |
1,287,093 |
|
$ |
1,074,631 |
|
|
Capital loss carry forward |
|
7,197 |
|
|
3,890 |
|
|
Excess tax value of property, plant, and equipment over book value |
|
1,132,469 |
|
|
930,760 |
|
|
Share issuance costs |
|
662,888 |
|
|
736,523 |
|
|
Asset retirement obligation and others |
|
210,652 |
|
|
- |
|
|
|
$ |
3,300,299 |
|
$ |
2,745,804 |
|
|
Valuation allowance |
|
(3,300,299 |
) |
|
(2,745,804 |
) |
|
|
|
|
|
|
|
|
|
Excess of accounting base over tax base relating mineral rights and properties |
|
6,345,898 |
|
|
1,405,189 |
|
|
Net future income taxes liabilities |
$ |
6,345,898 |
|
$ |
1,405,189 |
|
The Company has Canadian non-capital losses of approximately $5.1 million expiring from 2009 to 2028 if not applied against future Canadian income for Canadian tax purposes. In addition, the Company also has capital losses of approximately $28,000 in Canada available to apply against future capital gains for Canadian tax purposes. The management of the Company believes it is unlikely the benefit of the future income tax assets will be realized against future Canadian income for Canadian tax purposes. As a result, a full valuation allowance was recorded against the future tax assets.
Notes to the Consolidated Financial Statements |
page 24 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
17. |
FINANCIAL INSTRUMENTS |
The fair values of the Companys cash and cash equivalents, short term investments, accounts receivables, accounts payable and accrued liabilities, deposits received from customers, and amount due to related parties are estimated to approximate their carrying values as they are short term in nature. The fair value of the long term investments is reported based on quoted market prices or at cost, if a market value is not available.
The Company undertakes transactions denominated in foreign currencies and as such is exposed to risk due to fluctuations in foreign exchange rates.
The Company conducts its operations in Chinese Yuan and thereby the majority of the Companys assets, liabilities, revenues and expenses are denominated in RMB¥, which was tied to the U.S. Dollar until July 2005 and is now tied to a basket of currencies of Chinas largest trading partners. The RMB¥ is not a freely convertible currency.
As at March 31, 2008, approximately $48.3 million (March 31, 2007 - approximately $18.6 million) of cash and cash equivalents and short term investments were held in RMB¥.
The Company has no interest-bearing debt and so is not exposed to interest rate risk.
The Company is exposed to credit risk with respect to accounts receivable from customers. The Company undertakes credit evaluations on customers as necessary and has monitoring processes intended to mitigate credit risks. The Company has accounts receivable from clients primarily in China engaged in the mining and milling of base and polymetallic metals industry.
The Company is exposed to credit risk with respect to cash equivalents and accounts receivable. The carrying amount of assets included on the balance sheet represents the maximum credit exposure.
The cash equivalents consist mainly of short-term investments, such as money market deposits. None of the cash equivalents were in asset backed financial instruments. The Company has deposits of cash equivalents that meet minimum requirements for quality and liquidity as stipulated by the Companys Board of Directors. Management believes the risk of loss to be remote.
Notes to the Consolidated Financial Statements |
page 25 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
The mining industry in China may be affected by economic factors that may impact accounts receivable. Management does not believe that the mining industry or geographic region within China represents a significant credit risk.
The Company is subject to price risk from fluctuations in market prices of commodities, and the Company has elected not to actively manage the exposure to the commodity price risk at this time.
18. |
SEGMENTED INFORMATION |
The Company operates in one reportable operating segment, being the acquisition, exploration, development, and operation of mineral properties.
|
(b) |
Geographic information |
(i) The following is the summary of balance sheet items of each geographic segment:
|
As at |
|
March 31, 2008 |
|
|
March 31, 2007 |
|
Balance sheet items: |
|
Canada |
|
China |
|
BVI |
|
Total |
|
|
Canada |
|
China |
|
BVI |
|
Total |
|
|
|
Mineral rights and properties |
$ |
- |
$ |
60,904,275 |
$ |
- |
$ |
60,904,275 |
|
$ |
- |
$ |
16,326,046 |
$ |
- |
$ |
16,326,046 |
|
Property, plant and equipment |
|
438,723 |
|
13,910,849 |
|
- |
|
14,349,572 |
|
|
326,077 |
|
7,542,617 |
|
- |
|
7,868,694 |
|
Long term investments |
|
4,472,953 |
|
6,417,939 |
|
6,982,995 |
|
17,873,887 |
|
|
216,844 |
|
58,197 |
|
6,279,806 |
|
6,554,847 |
Notes to the Consolidated Financial Statements |
page 26 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
ii) The following is the operation summary of each geographic segment:
|
For the |
|
Year ended March 31, 2008 |
|
|
|
|
|
|
|
China |
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
Ying |
|
|
HPG |
|
|
Other |
|
|
BVI |
|
|
Total |
|
|
Sales |
$ |
- |
|
$ |
96,328,947 |
|
$ |
12,033,815 |
|
$ |
- |
|
$ |
- |
|
$ |
108,362,762 |
|
|
Cost of sales |
|
- |
|
|
(17,388,864 |
) |
|
(2,725,600 |
) |
|
- |
|
|
- |
|
|
(20,114,464 |
) |
|
Amortization and depletion |
|
- |
|
|
(1,703,494 |
) |
|
(1,504,766 |
) |
|
- |
|
|
- |
|
|
(3,208,260 |
) |
|
Gross Profit |
|
- |
|
|
77,236,589 |
|
|
7,803,449 |
|
|
- |
|
|
- |
|
|
85,040,038 |
|
|
|
|
Expenses |
|
(10,892,245 |
) |
|
(451,848 |
) |
|
(644,926 |
) |
|
(284,933 |
) |
|
(404,984 |
) |
|
(12,678,936 |
) |
|
|
|
Interest, option & other income |
|
6,166,318 |
|
|
900,077 |
|
|
10,792 |
|
|
534,486 |
|
|
10,445 |
|
|
7,622,118 |
|
|
Loss and other expenses |
|
- |
|
|
|
|
|
|
|
|
|
|
|
(298,244 |
) |
|
(298,244 |
) |
|
Non controlling interest |
|
- |
|
|
(16,809,697 |
) |
|
(2,387,546 |
) |
|
- |
|
|
- |
|
|
(19,197,243 |
) |
|
Income tax expenses |
|
- |
|
|
(507,874 |
) |
|
(42,605 |
) |
|
- |
|
|
- |
|
|
(550,479 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
($ |
4,725,927 |
) |
$ |
60,367,247 |
|
$ |
4,739,164 |
|
$ |
249,553 |
|
($ |
692,783 |
) |
$ |
59,937,254 |
|
|
For the |
|
Year ended March 31, 2007 |
|
|
|
|
|
|
|
China |
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
Ying |
|
|
HPG |
|
|
Other |
|
|
BVI |
|
|
Total |
|
|
Sales |
$ |
- |
|
$ |
39,777,218 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
39,777,218 |
|
|
Cost of sales |
|
- |
|
|
(7,738,301 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(7,738,301 |
) |
|
Amortization and depletion |
|
- |
|
|
(1,189,766 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(1,189,766 |
) |
|
Gross Profit |
|
- |
|
|
30,849,151 |
|
|
- |
|
|
- |
|
|
- |
|
|
30,849,151 |
|
|
|
|
Expenses |
|
(4,728,813 |
) |
|
(1,358,851 |
) |
|
(132,904 |
) |
|
(191,772 |
) |
|
(8,017 |
) |
|
(6,420,357 |
) |
|
|
|
Interest, option & other income |
|
5,480,768 |
|
|
138,810 |
|
|
182 |
|
|
(18,187 |
) |
|
- |
|
|
5,601,573 |
|
|
Loss and other expenses |
|
(215,807 |
) |
|
(29,621 |
) |
|
- |
|
|
- |
|
|
(21,457 |
) |
|
(266,885 |
) |
|
Non controlling interest |
|
- |
|
|
(6,369,493 |
) |
|
54,356 |
|
|
- |
|
|
- |
|
|
(6,315,137 |
) |
|
Income tax expenses |
|
- |
|
|
(1,425,686 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(1,425,686 |
) |
|
Net income (loss) |
$ |
536,148 |
|
$ |
21,804,310 |
|
($ |
78,366 |
) |
($ |
209,959 |
) |
($ |
29,474 |
) |
$ |
22,022,659 |
|
For the year ended March 31, 2008, the Company generated sales of $108,362,762 (2007 -$39,777,218) which comprised of the following:
Sales by metal:
|
|
|
2008 |
|
2007 |
|
|
Silver (Ag) |
$ |
44,677,949 |
$ |
17,998,480 |
|
|
Gold (Au) |
|
1,189,764 |
|
68,842 |
|
|
Lead (Pb) |
|
48,433,127 |
|
14,069,457 |
|
|
Zinc (Zn) |
|
14,061,922 |
|
7,635,839 |
|
|
Other |
|
- |
|
4,600 |
|
|
|
$ |
108,362,762 |
$ |
39,777,218 |
|
Notes to the Consolidated Financial Statements |
page 27 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
During the year ended March 31, 2008, there were four customers (2007 - four) who individually accounted for 8% to 32% (2007 - 14% to 23%) and collectively, 76% (2007 - 72%) of the total revenue of the Company.
The Companys leasehold obligation commitments total $962,617 over six years (years ending March 31, 2009: $254,670; 2010: $256,853; 2011: $256,853; 2012: $85,117; 2013: $87,299; and 2014: $21,825).
The Company, on April 24, 2008, entered into a share purchase agreement with Yangtze Gold Ltd. (Yangtze Gold), a private BVI company, to acquire from Yangtze Gold all of the issued shares of Yangtze Mining Ltd. (Yangtze Mining). Yangtze Mining owns a 95% interest in a Sino-Foreign joint venture company, Anhui Yangtze Mining Co. Ltd. (Anhui Yangtze), which owns 100% of the Gaocheng (GC) and Shimentou (SMT) silver, lead and zinc exploration permits located in Guangdong Province, Peoples Republic of China.
The purchase price for the shares of Yangtze Mining is approximately $60.27 million (CAD$61.95 million) and will be paid 40% in cash and 60% in common shares of the Company. The 40% cash portion will be payable as to 20% at closing and 20% plus interest at 5.5% on that amount from the date hereof payable when the Company receives its next dividend payment from its Chinese subsidiary Company, or within 3 months, whichever is earlier. The 60% common share portion of the purchase price will be payable by the issuance at the closing of 4,532,543 common shares of the Company at a price of CAD$8.20 per share, being the volume weighted average trading price of the shares of the Company during the 30 calendar days prior to the date of signing this agreement.
On April 28, 2008, the Company paid a deposit of $1.97 million (CAD$2.0 million) to Yangtze Gold, which amount will be credited against the cash portion of the purchase price. The deposit is non-refundable unless a breach of certain representations and warranties by Yangtze Gold or that the Companys financial advisor is unwilling or unable to deliver a written opinion that the transaction is fair from a financial point of view to the Companys shareholders. On April 29, 2008, the Company advanced $2.7 million (RMB¥20 million) to Anhui Yangtze so that it can start the process of applying for a mining permit and carry out further exploration program, including drilling.
Dr. Rui Feng, Chairman and CEO of the Company, is a Director of Yangtze Gold, Yangtze Mining, and Anhui Yangtze, and Mr. J. Feng, a relative of Dr. Feng, controls Yangtze Gold. The transaction has been approved by the independent directors of the Company in accordance with applicable regulations. Closing of the transaction is subject to the Companys due diligence, receipt of a fairness opinion, and approval by required regulatory authorities.
Notes to the Consolidated Financial Statements |
page 28 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For Years ended March 31, 2008 and 2007 |
(Expressed in US dollars, unless otherwise stated) |
On June 6, 2008, the Company announced that it completed the acquisition of Yangtze Mining. As of July 17, 2008, the Company fulfilled all obligations to acquire Yangtze Mining by issuing 4,532,543 common shares of the Company and making payments of $24.5 million (CAD$24.9 million).
Notes to the Consolidated Financial Statements |
page 29 |
EX-99.2
3
mda080331.htm
MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2008
Exhibit 99.2
Exhibit 99.2
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
Date of Report As at May 29, 2008
This Managements Discussion and Analysis (MD&A) should be read in conjunction with the Companys audited consolidated financial statements for the year ended March 31, 2008 and related notes thereto which have been prepared in accordance with Canadian generally accepted accounting principles. In addition, the following should be read in conjunction with the Annual Information Form as well as other information relating to Silvercorp Metals Inc. (the Company) on file with the Canadian provincial securities regulatory authorities, on SEDAR at www.sedar.com, and the Companys website at www.silvercorp.ca. This Managements Discussion and Analysis contains forward looking statements that are subject to r
isk factors set out in the cautionary note contained herein. All figures are in United States (US) dollars unless otherwise noted.
The Companys consolidated financial statements which have been prepared in accordance with Canadian generally accepted accounting principles, and all financial data derived therefrom in this report are expressed in US dollars. In addition, the consolidated financial statements include a reconciliation of the specific measurement differences between Canadian and United States generally accepted accounting principles as they relate to the Company. Certain comparative figures have been reclassified to conform to the presentation adopted for the current period.
Effective April 1, 2007, the Company changed its reporting currency to the US dollar. The change in reporting currency is to better reflect the Companys business activities and to improve investors ability to compare the Companys financial results with other publicly traded businesses in the mining industry. Prior to April 1, 2007, the Company reported its annual and quarterly consolidated balance sheets and the related consolidated statements of operations and cash flows in Canadian dollar (CAD). In making this change in reporting currency, the Company followed the recommendations of the Emerging Issues Committee (EIC) of the Canadian Institute of Chartered Accountants (CICA), set out in EIC-130, Translation Method when the Reporting Currency Differs from the Measurement Currency or there is a Change in the Reporting Currency. In accordance with EIC-130, the financial statements for all years and periods pre
sented have been translated in to the new reporting currency using the current rate method. Under this method, the statements of operations and cash flows statements items for each year and period have been translated into the reporting currency using the average exchange rates prevailing during each reporting period. All assets and liabilities have been translated using the exchange rate prevailing at the consolidated balance sheets dates. Shareholders equity transactions since April 1, 2006 have been translated using the rates of exchange in effect as of the dates of the various capital transactions, while shareholders equity balances on April 1, 2006 have been translated at the exchange rate on that date. All resulting exchange differences arising from the translation are included as a separate component of other comprehensive income. All comparative financial information has been restated to reflect the Companys results as if they had been historically reported in US dollars.
FORWARD LOOKING STATEMENTS
Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as plan, expect, project, intend, believe, anticipate, and other similar words, or statements that certain events or conditions may or will or can occur. Forward-looking statements are based on the opinions and estimates of management on the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration, development, and mining of mineral properties, the uncertainties involved
in interpreting drilling results and other geological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors described in this report under the heading Outlook. There can be no assurance that such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on such statements. The Company does not undertake any obligation to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. The Company expressly disclaims any obligation to update any forward-looking statements. We seek safe harbour.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 1 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
Non-GAAP Measurements
The following are non-GAAP measurements and investors are cautioned not to place undue reliance on it and are urged to read all GAAP accounting disclosures present in the unaudited interim consolidated financial statements and accompanying notes: Average selling price (net of Value Added tax and smelter charges); Average production cost per ounce; Average production cost per pound; Total production cost per ounce; Total cash cost per ounce; Mining cost per tonne of ore mined; Milling cost per tonne of ore milled; Average silver production costs adjusted for by-product credit; Total recovery of mine and mill head grades; Run of mine head grade; Mill head grade; Mill recovery rates; Profit margin; Gross margin; Adjusted basic earnings per share; Adjusted diluted earnings per share; Adjusted weighted average number of shares outstanding - basic; Adjusted weighted average number of shares outstanding - diluted. These non
- -GAAP measures are used by the Company to manage and evaluate operating performance of the Companys mines and are widely reported in the silver mining industry as benchmarks for performance measurement, but do not have a standardized meaning.
1.0 Preliminary Information
Silvercorp Metals Inc. is engaged in the acquisition, exploration, and development of silver related mineral properties focusing in the People's Republic of China ("China"). Currently, the Company is operating and developing four Silver-Lead-Zinc mines at the Ying Mining Camp, Henan Province, owned through its 77.5% and 70% Chinese subsidiary companies, respectively and is also exploring the Na-Bao Polymetalic Project in Qinghai Province, China owned through its 82% Chinese subsidiary company.
With the acquisition of TLP Silver-Lead Mine and LM Silver-Lead Mine, the Company now holds a land package of 76.16 square kilometres, consisting of 5 mining permits, 8 exploration permits, and four operating mines, enabling the Company to explore and produce gold (Au), silver (Ag), lead (Pb), and zinc (Zn). This provides a solid base from which to significantly expand resources and growth potential for Silvercorp in an important silver district in China.
The Companys common shares are included as a component of the S&P/TSX Composite, the S&P/TSX Global Gold, and the S&P/TSX Global Mining Indexes.
1.1 Date of Report - As above
1.2 Overall Performance
(a) Financial Highlights
For the year ended March 31, 2008, the Company recorded net earnings of $59.9 million (CAD$61.7 million), or $0.41 (CAD$0.42) per share, up 172%, compared to $22.0 million (CAD$25.1 million), or $0.15 (CAD$0.17) per share over the same period last year. The company achieved a net profit margin of 55% (2007 - 55%) for the year ended March 31, 2008.
For the year ended March 31, 2008, sales increased by $68.6 million (CAD$66.6 million), or 172% to $108.4 million (CAD$111.9 million) compared to $39.8 million (CAD$45.3 million) for the same period last year.
For the year ended March 31, 2008, gross profit from mine operations amounted to $85.0 million (2007 -$30.8 million), representing a gross margin of 78% (2007 - 78%). The net income was $59.9 million (2007 - $22.0 million) with a net profit margin of 55% (2007 - 55%). The net earnings are $0.41 (CAD$0.42) per basic share, a 173% increase compared to $0.15 (2007 - CAD$0.17) per basic share for the same period last year.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 2 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
Net cash provided by operating activities rose to $79.8 million (CAD$82.8 million) for the year ended March 31, 2008, a 165% increase compared to $30.1 million (CAD$34.2 million) over the same period last year.
Capital expenditures during the period amounted to $36.6 million representing the purchase of mineral rights and properties. A cash dividend distribution of $6.9 million (CAD$7.4 million) was paid to the shareholders during the year ended March 31, 2008. The Company ended the year with cash and cash equivalents and short term investments of $84.2 million as of March 31, 2008.
The Companys subsidiary, Henan Found Mining Company Ltd. (Henan Found), is now subject to 12.5% income tax rate until December 31, 2010 and a 25% income tax rate thereafter. Based on Chinese GAAP, Henan Found has paid $1.3 million in tax in the 4th quarter ended March 31, 2008. A tax provision of approximately $1.9 million was provided for the 4th quarter ended March 31, 2008.
(b) Operation Highlights - For the year ended March 31, 2008
The head grades of run of mine ores of 256,497 tonnes from the Ying Mine for the year ended March 31, 2008, are:
- 464.2 g/t for silver;
- 7.4% for lead; and,
- 3.1% for zinc, respectively.
The head grades of run of mine ores of 48,531 tonnes from the HPG Mine for the year ended March 31, 2008, are:
- 207.4 g/t for silver;
- 7.4% for lead; and,
- 1.1% for zinc, respectively.
Total sales and realized prices net of value added tax and smelter charges for the year ended March 2008, are comprised of the following:
- 3,960,189 ounces of silver sold for $44,677,949 at an average selling price of $11.28 per ounce;
- 2,152 ounces of gold sold for $1,189,764, at an average selling price of $552.86 per ounce;
- 49,623,448 pounds of lead sold for $48,433,127 at an average selling price of $0.98 per pound; and,
- 15,911,881 pounds of zinc sold for $14,061,922 at an average selling price of $0.88 per pound.
For the year ended March 31, 2008, the cash production cost for silver adjusted for by-product credits is negative $10.99 (2007 - negative $7.25) per ounce.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 3 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(i) The following table summarizes the operating and financial data in respect to the Ying Mine and HPG Mine, on a consolidated basis.
Consolidated |
Years ended |
|
|
March 31, 2008 |
|
March 31, 2007 |
|
Production Data |
|
|
|
|
Ores Mined (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
12,929 |
|
6,843 |
|
Stockpiled Ores (tonne) |
293,214 |
|
162,987 |
|
|
306,143 |
|
169,830 |
|
Run of Mine Ores (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
12,929 |
|
6,843 |
|
Ores Milled (tonne) |
292,099 |
|
169,830 |
|
|
305,028 |
|
176,672 |
|
Mining Cost and Milling Cost |
|
|
|
|
Mining Cost per tonne of ore mined ($) |
50.44 |
|
40.74 |
|
Milling Cost per tonne of ore milled ($) |
11.93 |
|
17.68 |
|
Average Production Cost |
|
|
|
|
Silver ($ per ounce) |
2.44 |
|
2.38 |
|
Gold ($ per ounce) |
119.74 |
|
70.79 |
|
Lead ($ per pound) |
0.21 |
|
0.14 |
|
Zinc ($ per pound) |
0.19 |
|
0.27 |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
|
|
Total production cost per ounce of Silver ($) |
(10.15 |
) |
(7.56 |
) |
Total cash cost per ounce of Silver ($) |
(10.99 |
) |
(7.25 |
) |
Total Recovery of the Run of Mine Ores |
|
|
|
|
Silver (%) |
91.1 |
|
90.2 |
|
Lead (%) |
95.5 |
|
94.4 |
|
Zinc (%) |
71.6 |
|
75.3 |
|
Head Grades of Run of Mine Ores |
|
|
|
|
Silver (gram/tonne) |
420.3 |
|
489.0 |
|
Lead (%) |
7.4 |
|
8.9 |
|
Zinc (%) |
2.7 |
|
3.2 |
|
|
Purchased Ores Milled (tonne) |
27,549 |
|
- |
|
Head Grades of Purchased Ores Milled |
|
|
|
|
Silver (gram/tonne) |
266.9 |
|
- |
|
Lead (%) |
2.0 |
|
- |
|
Sales Data |
|
|
|
|
Metal Sales |
|
|
|
|
Silver (ounce) |
3,960,189 |
|
1,935,031 |
|
Gold (ounce) |
2,152 |
|
249 |
|
Lead (pound) |
49,623,448 |
|
26,262,191 |
|
Zinc (pound) |
15,911,881 |
|
7,135,930 |
|
Metal Sales |
|
|
|
|
Silver ($) |
44,677,949 |
|
17,998,480 |
|
Gold ($) |
1,189,764 |
|
68,842 |
|
Lead ($) |
48,433,127 |
|
14,069,457 |
|
Zinc ($) |
14,061,922 |
|
7,635,839 |
|
|
108,362,762 |
|
39,777,218 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
|
|
Silver ($ per ounce) |
11.28 |
|
9.30 |
|
Gold ($ per ounce) |
552.86 |
|
276.47 |
|
Lead ($ per pound) |
0.98 |
|
0.54 |
|
Zinc ($ per pound) |
0.88 |
|
1.07 |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 4 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(ii) The following table summarizes the operating and financial data in respect to the Ying Mine on a non-consolidated basis.
Ying Silver Property |
Years ended |
|
|
March 31, 2008 |
|
March 31, 2007 |
|
Production Data |
|
|
|
|
Ores Mined (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
11,010 |
|
6,843 |
|
Stockpiled Ores (tonne) |
242,829 |
|
162,987 |
|
|
253,839 |
|
169,830 |
|
Run of Mine Ores (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
11,010 |
|
6,843 |
|
Ores Milled (tonne) |
245,487 |
|
138,899 |
|
|
256,497 |
|
145,742 |
|
Mining Cost and Milling Cost |
|
|
|
|
Mining Cost per tonne of ore mined ($) |
51.59 |
|
40.74 |
|
Milling Cost per tonne of ore milled ($) |
11.00 |
|
17.68 |
|
Average Production Cost |
|
|
|
|
Silver ($ per ounce) |
2.25 |
|
2.38 |
|
Gold ($ per ounce) |
71.32 |
|
70.79 |
|
Lead ($ per pound) |
0.19 |
|
0.14 |
|
Zinc ($ per pound) |
0.18 |
|
0.27 |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
|
|
Total production cost per ounce of Silver ($) |
(9.65 |
) |
(7.56 |
) |
Total cash cost per ounce of Silver ($) |
(10.11 |
) |
(8.26 |
) |
Total Recovery of the Run of Mine Ores |
|
|
|
|
Silver (%) |
91.3 |
|
90.2 |
|
Lead (%) |
95.8 |
|
94.4 |
|
Zinc (%) |
72.0 |
|
75.3 |
|
Head Grades of Run of Mine Ores |
|
|
|
|
Silver (gram/tonne) |
464.2 |
|
489.0 |
|
Lead (%) |
7.4 |
|
8.9 |
|
Zinc (%) |
3.1 |
|
3.2 |
|
|
Purchased Ores Milled (tonne) |
27,549 |
|
- |
|
Head Grades of Purchased Ores Milled |
|
|
|
|
Silver (gram/tonne) |
266.9 |
|
- |
|
Lead (%) |
2.0 |
|
- |
|
Sales Data |
|
|
|
|
Metal Sales |
|
|
|
|
Silver (ounce) |
3,683,537 |
|
1,935,031 |
|
Gold (ounce) |
309 |
|
249 |
|
Lead (pound) |
42,281,513 |
|
26,262,191 |
|
Zinc (pound) |
15,136,170 |
|
7,135,930 |
|
Metal Sales |
|
|
|
|
Silver ($) |
41,610,825 |
|
17,998,480 |
|
Gold ($) |
110,635 |
|
68,842 |
|
Lead ($) |
41,163,581 |
|
14,069,457 |
|
Zinc ($) |
13,443,906 |
|
7,635,839 |
|
|
96,328,947 |
|
39,772,618 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
|
|
Silver ($ per ounce) |
11.30 |
|
9.30 |
|
Gold ($ per ounce) |
358.04 |
|
276.47 |
|
Lead ($ per pound) |
0.97 |
|
0.54 |
|
Zinc ($ per pound) |
0.89 |
|
1.07 |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 5 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(iii) The following table summarizes the operating and financial data in respect to the HPG Mine on a non-consolidated basis.
HPG Project |
Year ended |
|
|
March 31, 2008 |
|
Production Data |
|
|
Ores Mined (tonne) |
|
|
Direct Smelting Ores (tonne) |
1,919 |
|
Stockpiled Ores (tonne) |
50,385 |
|
|
52,304 |
|
Run of Mine Ores (tonne) |
|
|
Direct Smelting Ores (tonne) |
1,919 |
|
Ores Milled (tonne) |
46,612 |
|
|
48,531 |
|
Mining Cost and Milling Cost |
|
|
Mining Cost per tonne of ore mined ($) |
44.84 |
|
Milling Cost per tonne of ore milled ($) |
17.36 |
|
Average Production Cost |
|
|
Silver ($ per ounce) |
3.90 |
|
Gold ($ per ounce) |
205.84 |
|
Lead ($ per pound) |
0.35 |
|
Zinc ($ per pound) |
0.28 |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
Total production cost per ounce of Silver ($) |
(17.12 |
) |
Total cash cost per ounce of Silver ($) |
(22.56 |
) |
Total Recovery of the Run of Mine Ores |
|
|
Silver (%) |
89.0 |
|
Lead (%) |
93.8 |
|
Zinc (%) |
65.6 |
|
Head Grades of Run of Mine Ores |
|
|
Silver (gram/tonne) |
207.4 |
|
Lead (%) |
7.4 |
|
Zinc (%) |
1.1 |
|
|
Sales Data |
|
|
Metal Sales |
|
|
Silver (ounce) |
276,652 |
|
Gold (ounce) |
1,843 |
|
Lead (pound) |
7,341,935 |
|
Zinc (pound) |
775,711 |
|
Metal Sales |
|
|
Silver ($) |
3,067,124 |
|
Gold ($) |
1,079,129 |
|
Lead ($) |
7,269,546 |
|
Zinc ($) |
618,016 |
|
|
12,033,815 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
|
Silver ($ per ounce) |
11.09 |
|
Gold ($ per ounce) |
585.53 |
|
Lead ($ per pound) |
0.99 |
|
Zinc ($ per pound) |
0.80 |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 6 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(c) Economic Factors Affecting the Industry
The Companys sales price for metals are fixed against the Shanghai Metals Exchange as quoted at www.shmet.com for lead and zinc pounds while gold ounces are fixed against the Shanghai Gold Exchange as quoted at www.sge.com.cn, and silver ounces are fixed against the Shanghai White Platinum & Silver Exchange as quoted at www.ex-silver.com. These metal prices traditionally move in tandem with and at marginally higher prices than those quoted on the North American and European market places.
(d) Political and Country Risk
The Company conducts its operations in China and is potentially subject to a number of political and economic risks. The Company is not able to determine the impact of these risks on its future financial position or results of operations and the Companys exploration, development and production activities may be substantially affected by factors outside of the Companys control. These potential factors include, but are not limited to: royalty and tax increases or claims by governmental bodies, expropriation or nationalization, foreign exchange controls, import and export regulations, cancellation or renegotiation of contracts and environmental and permitting regulations. The Company currently has no political risk insurance coverage against these risks.
(e) Environmental Risks
The Companys activities are subject to extensive laws and regulations governing environmental protection and employee health and safety. Environmental laws and regulations are complex and have tended to become more stringent over time. Although the Company makes provisions for reclamation costs, it cannot be assured that these provisions will be adequate to discharge its future obligations for these costs.
Failure to comply with applicable environmental health and safety laws may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. There can be no assurance that the Company has been or will be at all times in complete compliance with current and future environmental and health and safety laws and permits will not materially adversely affect the Companys business, results of operations or financial condition.
(f) Risk Factors
The Company is subject to numerous risks which are outlined in the Annual Information Form 51-102F2, Short Form Prospectus, and the NI 43-101 Technical Reports, which are available on SEDAR at www.sedar.com. In addition, please refer to Section 1.14 Financial Instruments.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 7 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
1.3 Selected Annual Information
The following table sets out selected consolidated financial information for the Company prepared in accordance with Canadian generally accepted accounting principles. The Companys reporting currency is US dollars. This information has been summarized from the Companys audited consolidated financial statements for the fiscal years ended March 31, 2008, 2007 and 2006. This selected consolidated financial information should only be read in conjunction with the Companys consolidated financial statements.
For the years ended March 31,
(expressed in millions, except share and per share data)
|
|
2008 |
|
2007 |
|
2006 |
|
|
Sales |
$ |
108.4 |
$ |
39.8 |
$ |
- |
|
Gross Profit |
|
85.0 |
|
30.8 |
|
- |
|
Gains and other income |
|
7.3 |
|
5.3 |
|
0.4 |
|
Net income (loss) |
|
59.5 |
|
22.0 |
|
(5.3 |
) |
Basic earnings (loss) per share |
|
0.41 |
|
0.15 |
|
(0.04 |
) |
Diluted earnings (loss) per share |
|
0.40 |
|
0.15 |
|
(0.04 |
) |
Total assets |
|
190.2 |
|
94.2 |
|
18.1 |
|
Total long term liabilities |
|
7.6 |
|
2.1 |
|
- |
|
Cash dividends paid |
|
6.9 |
|
- |
|
- |
|
Cash dividends declared per share |
|
0.05 |
|
- |
|
- |
|
1.4 Results of Operations
(a) Year ended March 31, 2008
(i) Highlights
For the year ended March 31, 2008, gross profit from mine operations amounted to $85.0 million (2007 -$30.8 million), representing a gross margin of 78% (2007 - 78%). The net income was $59.9 million (2007 - $22.0 million) with a net profit margin of 55% (2007 - 55%). The net earnings are $0.41 (CAD$0.42) per basic share, a 173% increase compared to $0.15 (2007 - CAD$0.17) per basic share for the same period last year.
The Company continues to achieve industry leading low total production costs per ounce of silver. The total production cost is negative $10.99 per ounce of silver after adjusting for by-product credits for the year ended March 31, 2008, compared to negative $7.25 per ounce in the same period a year ago.
For the year ended March 31, 2008, ores mined increased by 80% resulting in a total of 306,143 (2007-169,830) tonnes of ores mined, from which 12,929 (2007 - 6,843) tonnes of direct smelting ores were hand sorted for direct shipment to smelters, and 293,214 (2007 - 162,987) tonnes of ores were shipped to mills for treatment to recover silver-lead and zinc concentrates. The average mining cost is $50.44 (2007 -$40.74) per tonne of ore and average milling cost is $11.93 (2007 - $17.68) per tonne of ore.
Net cash provided by operating activities rose to $79.8 million (CAD$82.8 million) for the year ended March 31, 2008, a 165% increase compared to $30.1 million (CAD$34.2 million) over the same period last year. Capital expenditures during the period amounted to $36.6 million representing the purchase of mineral rights and properties. A cash dividend distribution of $6.9 million (CAD$7.4 million) was paid to the shareholders during the year ended March 31, 2008. The Company ended the year with cash and cash equivalents and short term investments of $84.2 million as of March 31, 2008.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 8 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(ii) Sales: During the year ended March 31, 2008, the Company increased sales by 172% to $108.4 million (2007 - $39.8 million) compared to the prior year period. The increase is primarily attributed to the Ying Silver Property increase in sales to $96.4 million (2007 - $39.8 million) and HPG property sales of $12.0 million (2007 - $nil).
(iii) Cost of sales: The total cost of sales, including milling costs, for the year ended March 31, 2008 amounted to $23.3 million (2007 - $8.9 million), and are comprised of $20.1 million (2007 - $7.7 million) for the cash cost and $3.2 million (2007 - $1.2 million) for the depreciation charges.
(iv) Accretion of asset retirement obligations: For the year ended March 31, 2008, the Company recognized $61,688 (2007 - $61,899) as accretion of asset retirement obligations. The Companys assets retirement obligations related to the reclamation cost of Ying property and was calculated using a credit-adjusted risk-free discount rate of 6.0% . The total undiscounted amount of cash flows required to settle the obligations is estimated at approximately $1.2 million and is expected to be settled gradually over the estimated mine life, 6 years. These obligations will be funded from the Companys resources upon local governments fee payment requests.
(v) Foreign exchange loss(gain): During the year ended March 31, 2008, the Company recorded a foreign exchange loss of $0.6 million (2007 - gain $307) or $0.004 per share reflecting the impact of foreign currency transactions and integrated foreign operations.
The Companys operating subsidiaries, Henan Found and Henan Huawei, are considered to be self-sustaining operations and the cumulative effects of foreign currency translations are reflected as part of accumulated comprehensive income (loss), a component of shareholders equity, and amounted to $4.0 million (2007 - $1.0 million) for the year ended March 31, 2008.
(vi) General exploration and property investigation expenses: During the year ended March 31, 2008, the Company incurred general exploration and property investigation expenses of $1.8 million (2007 - $0.8 million) representing an increase of 125% or $1.0 million as the Company actively pursues its strategy to grow through the exploration, development and production of advanced silver properties in China.
(vii) Investor relations: During the year ended March 31, 2008, the Company incurred investor relation costs of $0.3 million (2007 - $0.8 million) representing a decrease of 62% or $0.5 million as compared to the same period in the prior year. The decrease is mainly attributable to an increase in focused, efficient, and effective investor relation activities.
(viii) Office, administration and miscellaneous: During the year ended March 31, 2008, the Company incurred office, administration and miscellaneous expenses of $4.8 million (2007 - $2.3 million) representing an increase of $2.5 million or 111%. The increase is mainly attributable to further enhancements of the corporate and operating infrastructure to effectively manage the continual growth and increase of business activities.
(ix) Professional fees: During the year ended March 31, 2008, the Company incurred professional fees of $2.1 million (2007 - $0.5 million) a $1.7 million or 371% increase as compared to the same period in the prior year incurred for corporate governance and regulatory matters.
(x) Stock-based compensation expenses: During the year ended March 31, 2008, the Company recognized $2.5 million (2007 - $2.0 million) of non-cash stock-based compensation expenses for incentive stock options granted to directors, officers, employees, and consultants using the Black Scholes options pricing model, representing an increase of 26% or $0.5 million over the prior year as a result of new options granted during the year and the significant increase of the share price of the Company over the prior year.
(xi) Equity income in investment: During the year ended March 31, 2008, the Company recorded equity loss of $0.3 million (2007 - loss $0.2 million) and is solely attributed to the Companys investment in NUX.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 9 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(xii) Interest income: During the year ended March 31, 2008, the Company recognized $2.6 million (2007 - $1.7 million) representing an increase of 51% or $0.9 million over the same period in the prior year. The increase is attributed to additional cash provided by operating activities through the Ying and HPG operations and higher interest rates earned on funds held on deposit.
1.5 Summary of Quarterly Results
|
|
For the Quarters Ended |
|
|
(expressed in millions, except share and per share data) |
|
|
31-Mar-08 |
|
31-Dec-07 |
|
30-Sep-07 |
|
30-Jun-07 |
|
Sales |
$ |
26.8 |
$ |
30.1 |
$ |
29.2 |
$ |
22.3 |
Gross Profit |
|
20.2 |
|
24.2 |
|
23.2 |
|
17.4 |
Gains and other income |
|
1.2 |
|
2.1 |
|
1.8 |
|
2.2 |
Net income |
|
10.9 |
|
17.8 |
|
16.8 |
|
14.5 |
Basic earnings per share |
|
0.07 |
|
0.12 |
|
0.11 |
|
0.10 |
Diluted earnings per share |
|
0.07 |
|
0.12 |
|
0.11 |
|
0.10 |
Total assets |
|
190.2 |
|
165.9 |
|
149.8 |
|
118.1 |
Total long term liabilities |
|
7.6 |
|
3.5 |
|
3.4 |
|
3.1 |
Cash dividends paid |
|
- |
|
6.9 |
|
- |
|
- |
Cash dividends declared per share |
|
- |
|
- |
|
0.05 |
|
- |
|
|
For the Quarters Ended |
|
|
31-Mar-07 |
|
31-Dec-06 |
|
30-Sep-06 |
|
30-Jun-06 |
|
Sales |
$ |
13.4 |
$ |
13.0 |
$ |
9.5 |
$ |
3.9 |
Gross Profit |
|
9.8 |
|
10.6 |
|
7.4 |
|
3.0 |
Gains and other income |
|
2.3 |
|
1.4 |
|
0.8 |
|
0.8 |
Net income (loss) |
|
6.9 |
|
8.2 |
|
4.8 |
|
2.1 |
Basic earnings (loss) per share |
|
0.05 |
|
0.06 |
|
0.03 |
|
0.01 |
Diluted earnings (loss) per share |
|
0.05 |
|
0.05 |
|
0.03 |
|
0.01 |
Total assets |
|
94.2 |
|
78.3 |
|
68.6 |
|
62.2 |
Total long term liabilities |
|
2.1 |
|
4.9 |
|
2.9 |
|
1.3 |
Cash dividends paid |
|
- |
|
- |
|
- |
|
- |
Cash dividends declared per share |
|
- |
|
- |
|
- |
|
- |
On October 21, 2007, the Company paid its first annual dividend of $0.05 (CAD$0.05) per share to all shareholders on record at the close of business on September 28, 2007. The total dividend payment of $6.9 million (CAD$7.4 million) is eligible for the enhanced federal and provincial dividend tax credits.
1.6 Liquidity and Capital Resources
(a) Working Capital
As at March 31, 2008, the Company had a working capital position of $69.5 million (March 31, 2007 -$54.3 million) comprised mainly of cash and cash equivalents of $47.1 million (March 31, 2007 - $53.3 million), short term investments of $37.1 million (March 31, 2007 - $5.4 million), accounts receivable and prepaids of $5.3 million (March 31, 2007 - $1.3 million), inventories of $2.4 million (March 31, 2007- $1.8 million), offset by current liabilities of $22.4 million (March 31, 2007 - $7.6 million).
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 10 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
Working capital increased by $15.2 million since March 31, 2007 to $69.5 million, primarily as the result of the cash provided from the Ying Silver-Lead-Zinc and the HPG property operations.
(b) Cash and Cash Equivalents, and Short Term Investments
Cash and cash equivalents plus short term investments, as at March 31, 2008, increased by $25.5 million to $84.2 million (March 31, 2007 - $58.8 million). Short term investments are invested in high quality money market instruments.
During the year ended March 31, 2008, the Companys cash and cash equivalents decreased by $6.2 million to $47.1 million (March 31, 2007 - $53.3 million) as a result of: cash provided by operating activities of $79.8 million (2007 - $30.1 million); cash used by investing activities of $92.0 million (2007 -$18.7 million) inclusive of the purchases of mineral rights and properties of $36.6 million (2007 - $11.8 million) and short term investments of $29.5 million (2007 redemption $2.3 million); offset by cash provided by financing activities of $0.9 million (2007 - $39.1 million), and positive effect of exchange rate changes on cash of $5.1 million (2007 - negative effect $0.4 million).
The Company does not invest in any asset-backed commercial paper and therefore does not consider that it has any exposure to the current uncertainties in the marketplace.
(c) Operating Activities
During the year ended March 31, 2008, the Companys net cash provided by operating activities of $79.8 million (2007 - $30.1 million) is comprised of: cash provided by net income of $59.9 million (2007 - $22.0 million); items not affecting cash of $20.9 million (2007 - $6.1 million); and, offset by the decrease in net changes of non-cash working capital of $1.1 million (2007 - increase of $2.0 million).
(d) Investing Activities
During the year ended March 31, 2008, the Companys net cash used in investing activities of $92.0 million (2007 - $18.7 million) is comprised primarily of: $36.6 million (2007 - $11.8 million) for the purchase of mineral rights and properties; $7.5 million (2007 - $6.3 million) for the purchase of property, plant and equipment; $5.6 million (2007 - $2.0 million) for the purchase of long term investments; $29.5 million (2007 - redemption $2.3 million) for the purchase of short term investment; $3.4 million (2007 -$1.2 million) increase in long term prepaids; $3.3 million (2007 - $nil) distributed to a non-controlling subsidiary shareholder; and, $6.9 million (2007 - $nil) cash dividends distributed to shareholders of the Company.
(e) Financing Activities
During the year ended March 31, 2008, the Companys net cash provided by financing activities of $0.9 million (2007 - $39.1 million) is comprised primarily of: proceeds of $2.3 million (2007 - $42.4 million) from share subscriptions; offset by repayment of $1.4 million (2007 - advance $1.6 million) to related parties, and shares returned to treasury for cancellation $nil (2007 - $4.9 million).
(f) Commitments, Contingencies, Contractual Obligations
The Companys commitments, contingencies, and contractual obligations include:
(i) |
During the 2007 fiscal year, Henan Found entered into a joint venture agreement, for a 22.5% participation interest, in a custom built 150,000-tonne/year lead-silver-gold smelter in Luoning County, Luoyang City, Henan Province, China. Henan Found's share, 22.5% of the cost, will be $6.4 million (RMB¥45 million) for the first phase and is expected to be financed by cash flow from its Ying Property.
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 11 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
|
On September 5, 2007, the joint venture agreement was amended with the incorporation of Luoyang Yongning Smelting Co. Ltd. (Yongning) to hold the smelter project. Under the amended joint venture agreement, Henan Found can earn 30% interest in Yongning by contributing $10.7 million (RMB¥75 million) of the total investment in Yongning of $35.7 million (RMB¥250 million) comprised of: $21.4 million (RMB¥150 million) towards the registered capital with the balance of $14.3 million (RMB¥100 million) for other capital expenditure investment, which is required to be contributed within one year after the issuance of the business license. On September 21, 2007, Yongning obtained approval from Chinese governmental authorities and the business license was issued.
|
|
|
As at March 31, 2008, Henan Found fulfilled its registered capital requirement through a contribution of approximately $6.4 million (RMB¥45 million) (March 31, 2007 - $58,197 (RMB¥450,000)) to Yongning, with the remaining commitment of approximately $4.3 million (RMB¥30 million) due within one year from September 21, 2007. This investment is accounted for using the equity method. No equity income (loss) had been reported in fiscal year 2008
|
|
|
As of March 31, 2008, the registered capital requirement of $21.4 million (RMB¥150 million) has been fully contributed by all the joint venture parties.
|
|
(ii) |
In June 2007, the Company, through its wholly owned subsidiary, Fortress Mining Inc., entered into a joint venture contract with a Chinese party to form Qinghai Found Mining Company Ltd. ("Qinghai Found"), a Sino-foreign cooperate joint venture company, to explore and develop the Na-Bao silver- polymetalic Project (Na-Bao Project) in Qinghai Province, China. Under the joint venture contract, the Company will have an 82% interest in Qinghai Found by investing approximately $4.0 million by funding exploration and development. The Chinese party has an 18% interest in Qinghai Found in exchange for transferring the three Na-Bao permits to Qinghai Found.
|
|
|
The Company also signed a letter of intent with the same Chinese party to jointly explore the XG silver polymetalic project (XG Project), which consists of two exploration permits (the XGE and XR Permits) owned by the Chinese party. With the establishment of Qinghai Found, the XG project permits will also be transferred to Qinghai Found in exchange for a cash payment to the Chinese party.
|
|
|
The Na-Bao Project and XG Project are collectively referred to as the Qinghai Project and are subject to receive final approvals from regulatory authorities.
|
|
|
In September 2007, a business license for Qinghai Found was issued upon approval by the Chinese governmental authorities. Transferring of the three Na-Bao permits into Qinghai Found from the Chinese party had been approved by Chinese military, related city and provincial authorities and subject to final approvals from the Ministry of Land and Resources of China.
|
|
(iii) |
In October 2007, the Companys 70% owned subsidiary, Henan Huawei, entered into agreements to acquire 100% interest in a LM Silver-Lead Mine (LM Mine), which has a mining permit located just southeast of the Ying silver project, through an acquisition of 100% interest of a private Chinese company for approximately $3.6 million. The Company also agreed to compensate another $3.6 million (RMB¥25 million) to the original shareholders of the private Chinese company for their previous work done on the LM Mine. As at March 31, a total of $6.5 million was paid and capitalized as the acquisition cost of mineral rights and properties.
|
|
(iv) |
In December 2007, the Companys 77.5% owned subsidiary, Henan Found, successfully concluded contracts to acquire 100% interest of the TLP Silver-Lead Mine (TLP Mine) by paying approximately $11.4 million (RMB¥80 million) plus assuming debts, obligations and winding down of certain leasing agreements.
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 12 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
|
The total acquisition cost of TLP Mine is estimated at $22 million (RMB¥157 million). As of March 31, 2008, a total of $17.7 million (RMB¥124.2 million) was paid and capitalized as the acquisition cost of mineral rights and properties.
|
|
|
Following the anticipated resumption of TLP Mine operations, Silvercorp intends to carry out systematic underground drilling, tunneling, and mine development including sinking several declines and shafts. Exploration will be undertaken on all ten veins to define the resource while concurrently continuing mining operations. Silvercorp will also commission an independent NI43-101 geology and resource review on the TLP project.
|
|
(v) |
In December 2007, Henan Found started the process of constructing a new 2,000 tonne per day (t/d) mill and associated tailings dam adjacent to its existing 1,000 t/d mill. Upon the new mill being completed by November 2008, the combined milling capacity will be 3,000 t/d to treat ores from the Ying, HPG, LM and TLP Mines, all located within approximately 15 km distance. The estimated capital cost for the new mill is approximately $12.0 million and will be funded from Henan Found's cash on hand.
|
|
(vi) |
On December 8, 2006, NUX entered into a Declaration of Trust Agreement (the Trust Agreement) with Yunnan JCJ, an indirectly wholly owned subsidiary of the Company, to hold in trust for NUX, two exploration permits (Huaiji Project) located in Guangdong Province, China.
|
|
|
On January 25, 2007, NUX advanced $1.24 million to the Company to fund the Huaiji Project. As at March 31, 2008, a total of $0.7 million of cash held in trust by the Company for the sole benefit of NUX is repayable upon demand, pursuant to a trust agreement dated October 16, 2007.
|
|
(vii) |
The Companys leasehold obligation commitments total $962,617 over six years (years ending March 31, 2009: $254,670; 2010: $256,853; 2011: $256,853; 2012: $85,117; 2013: $87,299; and 2014: $21,825).
|
|
(viii) |
The Company, on April 24, 2008, entered into a share purchase agreement with Yangtze Gold Ltd. (Yangtze Gold), a private BVI company, to acquire from Yangtze Gold all of the issued shares of Yangtze Mining Ltd. (Yangtze Mining). Yangtze Mining owns a 95% interest in a Sino-Foreign joint venture company, Anhui Yangtze Mining Co. Ltd. (Anhui Yangtze), which owns 100% of the Gaocheng (GC) and Shimentou (SMT) silver, lead and zinc exploration permits located in Guangdong Province, Peoples Republic of China.
|
|
|
The purchase price for the shares of Yangtze Mining is approximately $60.27 million (CAD$61.95 million) and will be paid 40% in cash and 60% in common shares of the Company. The 40% cash portion will be payable as to 20% at closing and 20% plus interest at 5.5% on that amount from the date hereof payable when the Company receives its next dividend payment from its Chinese subsidiary Company, or within 3 months, whichever is earlier. The 60% common share portion of the purchase price will be payable by the issuance at the closing of 4,532,543 common shares of the Company at a price of CAD$8.20 per share, being the volume weighted average trading price of the shares of the Company during the 30 calendar days prior to the date of signing this agreement.
|
|
|
On April 28, 2008, the Company paid a deposit of $1.97 million (CAD$2.0 million) to Yangtze Gold, which amount will be credited against the cash portion of the purchase price. The deposit is non- refundable unless a breach of certain representations and warranties by Yangtze Gold or that the Companys financial advisor is unwilling or unable to deliver a written opinion that the transaction is fair from a financial point of view to the Companys shareholders. On April 29, 2008 the Company advanced $2.7 million (RMB¥20 million) to Anhui Yangtze so that it can start the process of applying for a mining permit and carry out further exploration program, including drilling.
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 13 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
|
Dr. Rui Feng, Chairman and CEO of the Company, is a Director of Yangtze Gold, Yangtze Mining, and Anhui Yangtze, and Mr. J. Feng, a relative of Dr. Feng, controls Yangtze Gold. The transaction has been approved by the independent directors of the Company in accordance with applicable regulations. Closing of the transaction is subject to the Companys due diligence, receipt of a fairness opinion, and approval by required regulatory authorities. Closing is expected to occur on or before June 8, 2008.
|
No other commitments to provide additional funds have been made by management or other stockholders.
There can be no assurance that any additional funds will be available to the Company to allow it to cover operating expenses and proposed operations. The Company has no other capital resources other than the ability to issue common stock to raise additional capital or receive funds on the exercise of warrants or options by the holders. The Company believes it has sufficient capital to meet its cash needs for the next 12 months, including the costs of compliance with the continuing reporting requirements.
(g) Available Sources of Funding
The Company does not have unlimited resources and its future capital requirements will depend on many factors, including, among others, cash flow from operations. To the extent that existing resources and the funds generated by future income are insufficient to fund the Companys operations, the Company may need to raise additional funds through public or private debt or equity financing. If additional funds are raised through the issuance of equity securities, the percentage ownership of current shareholders will be reduced and such equity securities may have rights, preferences, or privileges senior to those of the holders of the Companys common stock. No assurance can be given that additional financing will be available or that, if available, can be obtained on terms favourable to the Company and its shareholders. If adequate funds are not available, the Company may be required to delay, limit, or eliminate some
or all of its proposed operations. The Company believes it has sufficient capital to meet its cash needs for the next 12 months, including the costs of compliance with the continuing reporting requirements.
1.7 Capital Resources
Item 1.6 provides further details.
1.8 Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
1.9 Transaction with Related Parties
(a) |
During they year ended March 31, 2008, the Company incurred:
|
|
|
(i) |
consulting fees of $270,695 (2007 - $152,599) payable to a company owned by an officer and director of the Company and to an officer of the Company;
|
|
|
(ii) |
legal fees of $nil (2007 - $76,974) payable to a law firm with a partner that is a director of the Company;
|
|
|
(iii) |
management fees of $202,449 (2007 - $126,047) payable to a company owned by an officer and director of the Company, and to an officer and director of the Company;
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 14 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
|
(iv) |
accounting fees of $498 (2007 - $77,346) payable to an accounting firm with a partner that is former officer of the Company;
|
|
|
(v) |
directors fees of $93,731 (2007 - $36,363); and,
|
|
|
(vi) |
expenses recovered of $302,100 (2007 - $321,931) from New Pacific Metals Corp. (NUX).
|
|
(b) |
As at March 31, 2008, the related transaction balances included the following:
|
|
|
(i) |
$nil (March 31, 2007 - $34,478) due to a company controlled by a director of the Company for services provided;
|
|
|
(ii) |
$ nil (March 31, 2007 - $131,641) due to the joint venture partner of Henan Huawei;
|
|
|
(iii) |
$12,117,910 (March 31, 2007 - $nil) due to the joint venture partner of Henan Found for non- controlling interest distributable as Henan Found declared dividend during the year;
|
|
|
(iv) |
$12,014 (March 31, 2007 - $28,329) due from a company related by common control;
|
|
|
(v) |
$17,113 (March 31, 2007 - $nil) due from the joint venture partner of Qinghai Found;
|
|
|
(vi) |
$18,051 (March 31, 2007 - $nil) due from NUX for expenses incurred and recoverable under an inter-company services and cost allocation arrangement; and
|
|
|
(vii) |
$nil (March 31, 2007 - $1,195,129) due to NUX for funds advanced from NUX
|
|
|
|
On December 8, 2006, NUX entered into a Declaration of Trust Agreement (the Trust Agreement) with Yunnan JCJ, an indirectly wholly owned subsidiary of the Company, to hold in trust for NUX, two exploration permits (Huaiji Project) located in Guangdong Province, China.
|
|
|
|
On January 25, 2007, NUX advanced $1.24 million to the Company to fund the Huaiji Project. As at March 31, 2008, a total of $683,995 of cash held in trust by the Company for the sole benefit of NUX is repayable upon demand, pursuant to a trust agreement dated October 16, 2007.
|
|
The transactions with related parties during the year are measured at the exchange amount, which is the amount of consideration established and agreed by the parties. The balances with related parties are unsecured, non-interest bearing, and due on demand.
1.10 Fourth Quarter
(a) Financial Highlights
For the 4th quarter ended March 31, 2008 the Company recorded consolidated net earnings of $10.9 million or $0.07 (CAD$0.09) per share compared to $6.9 million or $0.05 (CAD$0.05) per share in the same quarter a year ago. Total gross profit increased by 106% to $20.2 million in the 4th quarter compared to the same period a year ago. Net cash provided by operating activities rose to $17.8 million in the 4th quarter, a 50% increase over the same period a year ago.
The 4th quarter is traditionally a slower quarter for the Company as the traditional Chinese Spring Festival normally occurs in January or February which resulted in the Companys mining operations being shut down for two and one-half weeks. In addition, the Companys production in this quarter was affected by the severe weather for about 15 days.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 15 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
The Companys subsidiary, Henan Found Mining Company Ltd. (Henan Found), is now subject to 12.5% income tax rate until December 31, 2010. Based on Chinese GAAP, Henan Found has paid $1.3 million in tax in the 4th quarter ended March 31, 2008. A tax provision of approximately $1.9 million was provided for the 4th quarter ended March 31, 2008.
(b) Operation Highlights
The head grades of run of mine ores of 54,669 tonnes from the Ying Mine for the 4th quarter ended March 31, 2008 are:
- 488.9 gram/tonne for silver;
- 8.1% for lead; and,
- 3.8% for zinc, respectively.
The head grades of run of mine ores of 13,141 tonnes from the HPG Mine for the 4th quarter ended March 31, 2008, are:
- 198.9 gram/tonne for silver;
- 7.9% for lead; and,
- 1.1% for zinc, respectively.
Total sales and realized prices net of value added tax and smelter charges for the 4th quarter ended March 31, 2008, are comprised of the following:
- 1,000,534 ounces of silver sold for $12,897,563 at an average selling price of $12.89 per ounce;
- 461 ounces of gold sold for $226,746 at an average selling price of $491.86 per ounce;
- 11,697,714 pounds of lead sold for $12,405,860 at an average selling price of $1.06 per pound; and,
- 2,393,274 pounds of zinc sold for $1,314,410 at an average selling price of $0.55 per pound.
For the 4th quarter ended March 31, 2008, the cash production cost for silver adjusted for by-product credits is negative $7.50 (2007 - negative $8.56) per ounce.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 16 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(i) The following table summarizes the operating and financial data in respect to the Ying Mine and HPG Mine, on a consolidated basis.
Consolidated |
Three months ended |
|
March 31, 2008 |
|
March 31, 2007 |
|
Production Data |
|
|
|
|
Ores Mined (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
3,169 |
|
2,018 |
|
Stockpiled Ores (tonne) |
69,319 |
|
43,047 |
|
|
72,488 |
|
45,065 |
|
Run of Mine Ores (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
3,169 |
|
2,018 |
|
Ores Milled (tonne) |
64,641 |
|
45,065 |
|
|
67,810 |
|
47,083 |
|
Mining Cost and Milling Cost |
|
|
|
|
Mining Cost per tonne of ore mined ($) |
50.31 |
|
63.18 |
|
Milling Cost per tonne of ore milled ($) |
12.10 |
|
18.00 |
|
Average Production Cost |
|
|
|
|
Silver ($ per ounce) |
3.18 |
|
3.15 |
|
Gold ($ per ounce) |
121.32 |
|
91.48 |
|
Lead ($ per pound) |
0.26 |
|
0.19 |
|
Zinc ($ per pound) |
0.14 |
|
0.34 |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
|
|
Total production cost per ounce of Silver ($) |
(7.32 |
) |
(7.76 |
) |
Total cash cost per ounce of Silver ($) |
(7.50 |
) |
(8.56 |
) |
Total Recovery of the Run of Mine Ores |
|
|
|
|
Silver (%) |
91.2 |
|
92.8 |
|
Lead (%) |
95.9 |
|
97.1 |
|
Zinc (%) |
73.5 |
|
74.4 |
|
Head Grades of Run of Mine Ores |
|
|
|
|
Silver (gram/tonne) |
429.2 |
|
502.1 |
|
Lead (%) |
8.1 |
|
8.8 |
|
Zinc (%) |
3.2 |
|
3.4 |
|
|
Purchased Ores Milled (tonne) |
23,590 |
|
- |
|
Head Grades of Purchased Ores Milled |
|
|
|
|
Silver (gram/tonne) |
276.1 |
|
- |
|
Lead (%) |
2.1 |
|
- |
|
Sales Data |
|
|
|
|
Metal Sales |
|
|
|
|
Silver (ounce) |
1,000,534 |
|
592,553 |
|
Gold (ounce) |
461 |
|
73 |
|
Lead (pound) |
11,697,714 |
|
8,371,480 |
|
Zinc (pound) |
2,393,274 |
|
2,328,418 |
|
Metal Sales |
|
|
|
|
Silver ($) |
12,897,563 |
|
5,810,447 |
|
Gold ($) |
226,746 |
|
20,655 |
|
Lead ($) |
12,405,860 |
|
5,047,426 |
|
Zinc ($) |
1,314,410 |
|
2,490,389 |
|
|
26,844,579 |
|
13,368,917 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
|
|
Silver ($ per ounce) |
12.89 |
|
9.81 |
|
Gold ($ per ounce) |
491.86 |
|
284.43 |
|
Lead ($ per pound) |
1.06 |
|
0.60 |
|
Zinc ($ per pound) |
0.55 |
|
1.07 |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 17 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(ii) The following table summarizes the operating and financial data in respect to the Ying Mine on a non-consolidated basis.
Ying Silver Property |
Three months ended |
|
March 31, 2008 |
|
March 31, 2007 |
|
Production Data |
|
|
|
|
Ores Mined (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
2,673 |
|
2,018 |
|
Stockpiled Ores (tonne) |
59,398 |
|
43,047 |
|
|
62,071 |
|
45,065 |
|
Run of Mine Ores (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
2,673 |
|
2,018 |
|
Ores Milled (tonne) |
51,996 |
|
43,047 |
|
|
54,669 |
|
45,065 |
|
Mining Cost and Milling Cost |
|
|
|
|
Mining Cost per tonne of ore mined ($) |
48.66 |
|
63.18 |
|
Milling Cost per tonne of ore milled ($) |
10.57 |
|
18.00 |
|
Average Production Cost |
|
|
|
|
Silver ($ per ounce) |
3.23 |
|
3.15 |
|
Gold ($ per ounce) |
133.21 |
|
91.48 |
|
Lead ($ per pound) |
0.27 |
|
0.19 |
|
Zinc ($ per pound) |
0.14 |
|
0.34 |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
|
|
Total production cost per ounce of Silver ($) |
(5.97 |
) |
(7.76 |
) |
Total cash cost per ounce of Silver ($) |
(6.15 |
) |
(9.11 |
) |
Total Recovery of the Run of Mine Ores |
|
|
|
|
Silver (%) |
91.6 |
|
92.8 |
|
Lead (%) |
96.0 |
|
97.1 |
|
Zinc (%) |
73.2 |
|
74.4 |
|
Head Grades of Run of Mine Ores |
|
|
|
|
Silver (gram/tonne) |
488.9 |
|
502.1 |
|
Lead (%) |
8.1 |
|
8.8 |
|
Zinc (%) |
3.8 |
|
3.4 |
|
|
Purchased Ores Milled (tonne) |
23,590 |
|
- |
|
Head Grades of Purchased Ores Milled |
|
|
|
|
Silver (gram/tonne) |
276.1 |
|
- |
|
Lead (%) |
2.1 |
|
- |
|
Sales Data |
|
|
|
|
Metal Sales |
|
|
|
|
Silver (ounce) |
929,191 |
|
592,553 |
|
Gold (ounce) |
94 |
|
73 |
|
Lead (pound) |
9,596,113 |
|
8,371,480 |
|
Zinc (pound) |
2,166,508 |
|
2,328,418 |
|
Metal Sales |
|
|
|
|
Silver ($) |
11,960,955 |
|
5,810,447 |
|
Gold ($) |
49,877 |
|
20,655 |
|
Lead ($) |
10,193,786 |
|
5,047,426 |
|
Zinc ($) |
1,173,446 |
|
2,490,389 |
|
|
23,378,064 |
|
13,368,917 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
|
|
Silver ($ per ounce) |
12.87 |
|
9.81 |
|
Gold ($ per ounce) |
530.61 |
|
284.43 |
|
Lead ($ per pound) |
1.06 |
|
0.60 |
|
Zinc ($ per pound) |
0.54 |
|
1.07 |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 18 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(iii) The following table summarizes the operating and financial data in respect to the HPG Mine on a non-consolidated basis.
HPG Project |
Three months ended |
|
|
March 31, 2008 |
|
Production Data |
|
|
Ores Mined (tonne) |
|
|
Direct Smelting Ores (tonne) |
496 |
|
Stockpiled Ores (tonne) |
9,921 |
|
|
10,417 |
|
Run of Mine Ores (tonne) |
|
|
Direct Smelting Ores (tonne) |
496 |
|
Ores Milled (tonne) |
12,645 |
|
|
13,141 |
|
Mining Cost and Milling Cost |
|
|
Mining Cost per tonne of ore mined ($) |
60.17 |
|
Milling Cost per tonne of ore milled ($) |
21.22 |
|
Average Production Cost |
|
|
Silver ($ per ounce) |
2.85 |
|
Gold ($ per ounce) |
104.61 |
|
Lead ($ per pound) |
0.23 |
|
Zinc ($ per pound) |
0.13 |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
Total production cost per ounce of Silver ($) |
(24.91 |
) |
Total cash cost per ounce of Silver ($) |
(24.99 |
) |
Total Recovery of the Run of Mine Ores |
|
|
Silver (%) |
86.9 |
|
Lead (%) |
95.6 |
|
Zinc (%) |
77.6 |
|
Head Grades of Run of Mine Ores |
|
|
Silver (gram/tonne) |
198.9 |
|
Lead (%) |
7.9 |
|
Zinc (%) |
1.1 |
|
|
Sales Data |
|
|
Metal Sales |
|
|
Silver (ounce) |
71,343 |
|
Gold (ounce) |
367 |
|
Lead (pound) |
2,101,601 |
|
Zinc (pound) |
226,766 |
|
Metal Sales |
|
|
Silver ($) |
936,608 |
|
Gold ($) |
176,869 |
|
Lead ($) |
2,212,074 |
|
Zinc ($) |
140,964 |
|
|
3,466,515 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
Silver ($ per ounce) |
13.13 |
|
Gold ($ per ounce) |
481.93 |
|
Lead ($ per pound) |
1.05 |
|
Zinc ($ per pound) |
0.62 |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 19 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(c) Fourth Quarter Results - Three months ended March 31, 2008
(i) Highlights
During the 4th quarter ended March 31, 2008, gross profit from mine operations amounted to $20.2 million (2007 - $9.8 million) on a total sales of $26.8 million (2007 - $13.4 million), representing a gross margin of 75% (2007 - 73%). The net income realized was $10.9 million (2007 - $6.9 million) with a net profit margin of 40% (2007 - 51%). Both basic and diluted earnings per share increased by 40% to $0.07 (CAD$0.09) as compared to $0.05 (CAD$0.05) in the prior year period.
During the 4th quarter of 2008, the Company milled 23,590 tonnes of purchased ore with head grades of 276.1 gram/tonne (g/t) for silver and 2.1% for lead.
The Company continues to achieve industry leading low total production costs per ounce of silver. In the 4th quarter, the total production cost is negative $7.32 per ounce of silver after adjusting for by-product credits, compared to negative $7.76 per ounce in the same quarter a year ago.
For this quarter, a total of 72,488 (2007 - 45,065) tonnes of ores mined, from which 3,169 (2007 - 2,018) tonnes of direct smelting ores were hand sorted for direct shipment to smelters, and 69,319 (2007 - 43,047) tonnes of ores were shipped to mills for treatment to recover silver-lead and zinc concentrates. The average mining cost is $50.31 (2007 - $63.18) per tonne of ore and average milling cost is $12.10 (2007 - $18.00) per tonne of ore.
Net cash provided by operating activities rose to $17.8 million in the 4th quarter, a 50% increase over the same period a year ago, capital expenditures during the period amounted to $10.2 million representing the purchase of mineral rights and properties, resulting in cash and cash equivalents and short term investments of $84.2 million as of March 31, 2008.
(ii) Sales: During the three months ended March 31, 2008, the Company increased sales by 101% to $26.8 million (2007 - $13.4 million). This is primarily attributed to the Ying Silver Property 75% increase in sales to $23.4 (2007 - $13.4 million) and HPG property sales of $3.5 million (2007 - $nil).
(iii) Cost of sales: The total cost of sales, including milling costs, for the three months ended March 31, 2008 amounted to $6.6 million (2007 - $3.6 million), and are comprised of $6.5 million (2007 - $2.9 million) for the cash cost and $0.2 million (2007 - $0.7 million) for the depreciation charges.
(iv) Accretion of asset retirement obligations: For the three months ended March 31, 2008, the Company recognized $17,431 (2007 - $61,899) as accretion of asset retirement obligations. The Companys assets retirement obligations related to the reclamation cost of Ying property and was calculated using a credit-adjusted risk-free discount rate of 6.0% . The total undiscounted amount of cash flows required to settle the obligations is estimated at approximately $1.2 million and is expected to be settled gradually over the estimated mine life, 6 years. These obligations will be funded from the Companys resources upon local governments fee payment requests.
(v) Foreign exchange loss(gain): During the three months ended March 31, 2008, the Company recorded a foreign exchange gain of $507,082 (2007 - loss $17,392).
The Companys operating subsidiaries, Henan Found Mining Co. Ltd. (Henan Found) and Henan Huawei Mining Co. Ltd. (Henan Huawei), are considered to be self-sustaining operations and the cumulative effects of foreign currency translations are reflected as part of accumulated comprehensive income, a component of shareholders equity.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 20 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(vi) General exploration and property investigation expenses: During the three months ended March 31, 2008, the Company incurred general exploration and property investigation expenses of $1.0 million (2007 - $0.3 million) representing an increase of $0.8 million as the Company actively pursues its strategy to grow through the exploration, development and production of advanced silver properties in China.
(vii) Investor relations: During the three months ended March 31, 2008, the Company incurred investor relation costs of $69,018 (2007 - $0.4 million) representing a decrease of $0.3 million as compared to the same period in the prior year. The decrease is mainly attributable to an increase in focused, efficient, and effective investor relation activities.
(viii) Office, administration and miscellaneous: During the three months ended March 31, 2008, the Company incurred office, administration and miscellaneous expenses of $1.8 million (2007 - $0.6 million) representing an increase of $1.2 million or 195%. The increase is mainly attributable to further enhancements of the corporate and operating infrastructure to effectively manage the continual growth and increase of business activities.
(ix) Professional fees: During the three months ended March 31, 2008, the Company incurred professional fees of $1.5 million (2007 - $0.1 million) a $1.3 million or 986% increase as compared to the same period in the prior year and incurred for corporate governance and regulatory matters.
(x) Stock-based compensation expenses: During the three months ended March 31, 2008, the Company recognized $0.6 million (2007 - $0.5 million) of non-cash stock-based compensation expenses for incentive stock options granted to directors, officers, employees, and consultants using the Black Scholes options pricing model, representing an increase of 29% or $0.1 million over the same period in the prior year as a result of the increase in share price and options granted over the same period in the prior year.
(xi) Equity income in investment: During the three months ended March 31, 2008, the Company recorded equity loss of $78,483 (2007 - loss $0.2 million) and is solely attributed to the Companys investment in NUX.
(xii) Interest income: During the three months ended March 31, 2008, the Company recognized $0.7 million of interest income (2007 - $0.4 million) representing an increase of 59% or $0.3 million over the same period in the prior year. The increase is attributed to additional cash provided by operating activities through the Ying and HPG operations and higher interest rates earned on funds held on deposit.
1.11 Proposed Transactions
There are no proposed assets or business acquisitions or dispositions, other than those in the ordinary course of business, before the board of directors for consideration.
1.12 Critical Accounting Estimates
A detailed summary of the Companys significant accounting policies is included in Note 2 to the annual audited consolidated financial statements for the year ended March 31, 2008.
(a) Mineral rights and properties
Mineral rights and properties include the acquisition costs, direct exploration and development expenditures.
Upon commencement of commercial production, mineral properties and capitalized expenditures are amortized over the mine's estimated life using the units of production method calculated based on measured and indicated resources.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 21 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
The Company reviews the carrying value of each property that is in the exploration/development stage by reference to the project economics including the timing of the exploration and/or development work, the work programs and the exploration results experienced by the Company and others. The review of the carrying value of each producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds its estimated net realizable amount, provision will be made for the decline in value. The carrying amount will be written off if the Company decides to abandon the property.
The recoverability of the amounts capitalized for the undeveloped mineral properties and deferred exploration costs is dependent upon the determination of economically recoverable ore resources, confirmation of the Companys interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their exploration and development and future profitable production or proceeds from the disposition thereof.
(b) Asset retirement obligations
Asset retirement obligations ("ARO") represent the estimated discounted net present value of statutory, contractual or other legal obligations relating to site reclamation and restoration costs that the Company will incur on the retirement of assets and abandonment of mine and exploration sites. ARO are added to the carrying value of mineral rights and properties as such expenditures are incurred and amortized against income over the useful life of the related asset. ARO are determined in compliance with recognized standards for site closure and mine reclamation established by governmental regulation.
Over the life of the asset, imputed interest on the ARO liability is charged to operations as accretion of asset retirement obligations on the consolidated statements of operations using the discount rate used to establish the ARO. The offset of accretion expense is added to the balance of the ARO.
Where information becomes available that indicates a recorded ARO is not sufficient to meet, or exceeds, anticipated obligations, the obligation is adjusted accordingly and added to, or deducted from, the ARO.
(c) Income taxes
The Company uses the liability method of accounting for income taxes. Future income taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases on the balance sheet date. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in substantively enacted rates is included in operations. A future income tax asset is recorded when the probability of the realization is more likely than not.
(d) Stock-based compensation
The Company accounts for stock options using the fair value method. Under this method, compensation expense for stock options granted to employees, officers, and directors is measured at fair value at the date of the grant using the Black-Scholes valuation model and is expensed in the consolidated statements of operations over the vesting period of the options granted. Stock options granted to consultants are measured at their fair value using the Black-Scholes valuation method.
Upon the exercise of the stock option, consideration received and the related amount transferred from contributed surplus are recorded as share capital.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 22 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
1.13 Adoption of Accounting Policies
The significant accounting policies that have been adopted by the Company, for the fiscal year ended March 31, 2008, are disclosed in the annual audited financial statements.
(a) Financial Instrument Standards
On April 1, 2007, the Company prospectively adopted the recommendations included in the following Sections of the Canadian Institute of Chartered Accountants Handbook: Section 1530, Comprehensive Income; Section 3855, Financial Instruments - Recognition and Measurement; Section 3865, Hedges; Section 3861, Financial Instruments Disclosure and Presentation, and Section 3251, Equity. As we have not previously undertaken hedging activities, adoption of Section 3865 currently has no impact on us. Section 3855 prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet and at what amount, requiring fair value or cost-based measures under different circumstances. Under Section 3855, financial instruments must be classified into one of five categories: held-for-trading, held-to-maturity, loans and receivab
les, available-for-sale financial assets or other financial liabilities. Held-for-trading financial assets and financial liabilities are financial assets and financial liabilities which are acquired for resale prior to maturity or are financial assets and liabilities designated as such by the Company. Held-to-maturity financial assets are non-derivative financial assets with a fixed maturity which the Company intends to hold until maturity. Available-for-sale financial assets are those non-derivative financial assets which are so designated by the Company or that do not fall into another category.
CICA 3855 requires that all financial assets, except those classified as held to maturity, and loans and receivables, must be measured at fair value. All financial liabilities must be measured at fair value when they are classified as held-for trading; otherwise, they are measured at amortized cost. Investments classified as available-for-sale are reported at fair market value based on quoted market prices or at cost if a market value of equity instruments is not available, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Those instruments classified as held-for-trading have gains or losses included in earnings in the period in which they arise.
Comprehensive income is the change in our net assets that results from transactions, events and circumstances from sources other than our shareholders and includes items that would not normally be included in net earnings such as unrealized gains or losses on available-for-sale investments. Other comprehensive income includes the holding gains and losses from available-for-sale securities which are not included in net income (loss) until realized and foreign currency translation gains or losses arising form the translation of the Companys self-sustaining foreign operations and the translation of the Companys accounts into its reporting currency.
The Company has made the following classifications:
- Cash and cash equivalent, which includes high liquid term deposits and bank notes, and short term investments are classified as held-for-trading financial assets and measured at fair value.
- Accounts receivables are classified as loans and receivables and are initially measured at fair value. Subsequent measurements are recorded at amortized cost using the effective interest method.
- The long term investment in the common shares of Dajin Resources Corp. is classified as available- for-sale securities. Available for sale securities are initially recorded at cost, which upon their initial measurement is equal to their fair value by reference to market price. Subsequent changes in the market value of securities are recorded as changes to other comprehensive income (loss). The investments in New Pacific Metals Corp. and Luoyang Yongning Smelting Co. Ltd. are excluded from Section 3855 as they are accounted for using the equity method.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 23 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
Transaction costs are included in the initial carrying amount of financial instruments except for held-for-trading items in which case they are expensed as incurred.
Section 3855 also requires that the embedded derivatives be identified and separated from the related host contract and be measured at fair value. Subsequent changes in fair value of embedded derivatives are recognized in the consolidated statement of operations in the period the change occurs.
Upon the adoption of these new standards as at April 1, 2007, the Company remeasured its financial assets and liabilities. The investment in Dajin Resources Corp. was classified as available for sale securities and its carrying value was adjusted to $225,518 with a credit of $8,674 to the opening accumulated other comprehensive income. The cumulative foreign translation adjustment of $479,795 for the year ended March 31, 2007 was reclassified as a component of accumulated other comprehensive loss. The adoption of these new standards has no impact on the Companys cash flow.
(b) Accounting Changes
On April 1, 2007, the Company adopted the CICA revised Section 1506, Accounting Changes, which requires that: (a) a voluntary change in accounting principles can be made if, and only if, it is required by a primary source of GAAP, or the changes result in more reliable and relevant information, (b) changes in accounting policies are accompanied with disclosures of prior period amounts and justification for the change, and (c) for changes in estimates, the nature and amount of the change should be disclosed. The adoption of this standard has no impact on the Companys consolidation financial statements.
(c) Future Changes in Accounting Policies
(i) Financial Instrument Standards
In December 2006, the CICA issued Section 3862, Financial Instruments - Disclosure and Section 3863 Financial Instruments - Presentation to replace 3861 Financial Instruments - Disclosure and Presentation. These new sections are effective for interim and annual financial statements of the Companys reporting period beginning on April 1, 2008. The Company is currently evaluating the impact of the adoption of these new standards on its consolidated financial statements.
(ii) Inventories
In June 2007, CICA issued Handbook Section 3031 Inventories which replaces Section 3030 Inventories. Under the new section, inventories are required to be measured at the lower of cost and net realizable value, which is different from the existing guidance of the lower of cost and market. The new section contains guidance on the determination of cost and also requires the reversal of any write-downs previously recognized. Certain minimum disclosures are required, including the accounting policies used, carrying amounts, amounts recognized as an expense, write-downs, and the amount of any reversal of any write-downs recognized as a reduction in expenses. The new standard will become effective on April 1, 2008 for the Company. The Company is currently evaluating the impact of the adoption of this new section on the consolidated financial statements.
(iii) Capital Disclosures
As of April 1, 2008, the Company will be required to adopt CICA Section 1535 Capital Disclosures, which requires companies to disclose their objectives, policies and processes for managing capital.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 24 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
In addition, disclosures are to include whether companies have complied with externally imposed capital requirements. The new capital disclosure requirements were issued in December 2006 and the Company is assessing the impact on its consolidated financial statements.
(iv) Convergence with IFRS
In January 2006, CICA Accounting Standards Board (AcSB) adopted a strategic plan for the direction of accounting standards in Canada. As part of that plan, accounting standards in Canada for public companies are expected to converge with International Financial Reporting Standards (IFRS) for accounting periods commencing on or after January 1, 2011. The Company continues to monitor and assess the impact of convergence of Canadian GAAP and IFRS.
(v) Goodwill and Intangible Assets
In February 2008, the CICA issued Section 3064, Goodwill and Intangible Assets, which replaces Section 3062, Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. Various changes have been made to other sections of the CICA Handbook for consistency purposes. Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. The new Section will be applicable to the Companys consolidated financial statements for its fiscal year beginning April 1, 2009. The Company is currently evaluating the impact of the adoption of this new Section on its consolidated financial statements.
1.14 Financial Instruments and Other Instruments
(a) Fair value
The fair values of the Companys cash and cash equivalents, short term investments, accounts receivables, accounts payable and accrued liabilities, deposits received from customers, and amount due to related parties are estimated to approximate their carrying values as they are short term in nature. The fair value of the long term investments is reported based on quoted market prices or estimated using the standard financial valuation model, if a market value is not available.
(b) Exchange risk
The Company undertakes transactions denominated in foreign currencies and as such is exposed to risk due to fluctuations in foreign exchange rates.
The Company conducts its operations in Chinese Yuan and thereby the majority of the Companys assets, liabilities, revenues and expenses are denominated in RMB¥, which was tied to the U.S. Dollar until July 2005 and is now tied to a basket of currencies of Chinas largest trading partners. The RMB¥ is not a freely convertible currency.
As at March 31, 2008, approximately $48.3 million (March 31, 2007 - approximately $18.6 million) of cash and cash equivalents and short term investments were held in RMB¥.
(c) Interest rate risk
The Company has no interest-bearing debt and so is not exposed to interest rate risk.
(d) Credit risk
The Company is exposed to credit risk with respect to accounts receivable from customers.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 25 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
The Company undertakes credit evaluations on customers as necessary and has monitoring processes intended to mitigate credit risks. The Company has accounts receivable from clients primarily in China engaged in the mining and milling of base and polymetallic metals industry.
The Company is exposed to credit risk with respect to cash equivalents and accounts receivable. The carrying amount of assets included on the balance sheet represents the maximum credit exposure.
The cash equivalents consist mainly of short-term investments, such as money market deposits. None of the cash equivalents were in asset backed commercial papers. The Company has deposits of cash equivalents that meet minimum requirements for quality and liquidity as stipulated by the Companys Board of Directors. Management believes the risk of loss to be remote.
The mining industry in China may be affected by economic factors that may impact accounts receivable. Management does not believe that the mining industry or geographic region within China represents a significant credit risk.
(e) Commodity price risk
The Company is subject to price risk from fluctuations in market prices of commodities, and the Company has elected not to actively manage the exposure to the commodity price risk at this time.
1.15 Other MD&A Requirements
1.15.1 Additional Information in relation to the Company
Additional information relating to the Company:
(a) |
may be found on SEDAR at www.sedar.com;
|
(b) |
may be found at the Companys web-site www.silvercorp.ca;
|
(c) |
may be found in the Companys annual information form; and,
|
(d) |
is also provided in the Companys annual audited consolidated financial statements for the years ended March 31, 2008 and 2007.
|
|
1.15.2 Outstanding Share Data
As at the date of this report, the following securities were outstanding:
(a) Share Capital
Authorized - unlimited number of common shares without par value
Issued and outstanding - 149,416,476 common shares with a recorded value of $78,334,543.
Shares subject to escrow or pooling agreements - nil
(b) Warrants
As at the date of this report, outstanding share purchase warrants are comprised of the following:
Number of |
|
|
Exercise |
|
|
Warrant Shares |
|
|
Price (CAD$) |
|
Expiry Date |
3,742,119 |
|
$ |
8.00 |
|
October 26, 2008 |
3,742,119 |
|
|
|
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 26 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(c) Options
As at the date of this report, the outstanding options are comprised of the following:
Exercise Price |
Number of Options |
|
(CAD$) |
|
Expiry Date |
31,875 |
|
0.75 |
|
June 6, 2008 |
990,000 |
|
0.18 |
|
October 24, 2009 |
450,000 |
|
0.63 |
|
February 28, 2010 |
432,399 |
|
4.32 |
|
July 23, 2011 |
54,708 |
|
4.47 |
|
August 14, 2011 |
216,999 |
|
4.43 |
|
August 28, 2011 |
780,204 |
|
6.74 |
|
April 10, 2012 |
135,000 |
|
6.95 |
|
October 1, 2012 |
143,500 |
|
9.05 |
|
January 16, 2013 |
50,000 |
|
7.54 |
|
May 13, 2013 |
3,284,685 |
|
|
|
|
1.16 Controls and Procedures
(a) Design and Operation of Disclosure Controls and Procedures
Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures as at March 31, 2008. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures, as defined in Multilateral Instrument 52-109 - Certification of Disclosure in Issuers Annual and Interim Filings, are effective to ensure that information required to be disclosed in reports filed or submitted by the Company under Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules.
There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date the Chief Executive Officer completed his evaluation, nor were there any significant deficiencies of material weaknesses in the Companys internal controls requiring corrective actions.
(b) Internal Controls over Financial Reporting
The Companys management, with the participation of its Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervisions of the Chief Financial Officer, the Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP). The Companys controls include policies and procedures that:
- pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP; and,
- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the annual financial statements or interim financial statements.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 27 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
The Company has a limited number of staff and it is not always possible to achieve a complete segregation of incompatible duties. Management attempts to mitigate the risk of any material misstatement occurring through compensating controls and the hands-on involvement and knowledge of the senior management, however, a control system, no matter how well designed and functioning, can only provide reasonable, not absolute assurance the objectives of the control system are met. Management noted some areas that need improvement in the financial reporting process during a review and evaluation of the effectiveness of its internal controls over financial reporting of the Companys operations in China.
There has been no change in the Companys internal control over financial reporting during the Companys year ended March 31, 2008 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
(c) Limitations of Controls and Procedures
The Companys management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the ind
ividual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.
(d) Corporate Governance
Under National Instrument 58-101, the Company has adopted the following Corporate Governance Practices:
(i) Supervision by the Board
The Board of Directors facilities its exercise of independent supervision over the Companys management through frequent meetings of the Board. During the fiscal year ended March 31, 2008, the Board of Directors acted by consent resolutions on 19 (2007 - 19) occasions and by meeting(s) on 3 (2007 - 1) occasion(s). With the Companys assets located primarily in China, the CEO, COO, and one non-executive director spend considerable time in China, resulting in difficulty scheduling regular face to face meetings. Therefore, Board decisions are often carried out by telephone consensus and then formalized by consent resolutions.
The independent directors are encouraged to hold meetings at which non-independent directors and members of management are not in attendance on an ad hoc basis.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 28 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(ii) Participation of Directors in Board Meetings
For the financial year ended March 31, 2008, 3 (2007 - 1) Board meeting(s) were held. The table below shows the attendance record of each director for the Board meeting(s).
Name of Director |
Number of Board Meeting(s) Attended in The Most Recently Completed Financial Year(s) Ended March 31, |
|
2008 |
2007 |
Dr. Rui Feng, Director, Chairman & CEO |
3 out of 3 |
1 out of 1 |
Myles Gao, Director, President & COO |
2 out of 3 |
1 out of 1 |
Yikang Liu, Director |
3 out of 3 |
1 out of 1 |
Earl Drake, Director |
3 out of 3 |
1 out of 1 |
Paul Simpson, Director |
3 out of 3 |
1 out of 1 |
Greg Hall, Director |
3 out of 3 |
1 out of 1 |
(iii) Position Descriptions for the CEO, Chair of the Board, Directors and Committee Chairs
Written position descriptions for the CEO, Chair of the Board, Directors and Committee Chairs have been approved by the Corporate Governance and Nominating Committee and have been recommended to the Board of Directors for approval.
(iv) Nomination of Directors
The Board of Directors is responsible for recommending candidates for nomination to the Board and its committees. The Corporate Governance Committee, which is composed entirely of independent directors, assisted the Board by identifying and recommending to the Board suitable candidates for nomination as new directors.
New nominees must have one or more of the following attributes: a track record in general business management, particularly with public companies; special expertise in an area of strategic interest to the Company; and financial literacy, together with the ability to devote the required time, show support to the Companys mission and objectives, and a willingness to serve.
The Board of Directors is composed of individuals who will best serve the interest of the Company and assist management in achieving the Companys goals. Members of the Board and representatives of the mining industry are often consulted for potential candidates.
(v) Assessment
The Corporate Governance Committee and the Board annually, and at such other times as they deem fit, monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board & its committees. As part of the assessments, the Board and/or the committees may review their respective charter, and conduct reviews of applicable corporate policies.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 29 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the year ended March 31, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(e) Directors and Officers
As at the date of this report, the Companys Directors and Officers are as follows:
Directors |
Officers |
Dr. Rui Feng, Director, Chairman & CEO |
Dr. Rui Feng, Director, Chairman & CEO |
Myles J. Gao, Director, President & COO |
Myles J. Gao, Director, President & COO |
Yikang Liu, Director |
Grace Soo, Chief Financial Officer |
Earl Drake, Director |
Lorne Waldman, Corporate Secretary |
Paul Simpson, Director |
Michael Hibbitts, Vice President, Operations |
Greg Hall, Director |
Shaoyang Shen, General Manager, China Operations |
1.17 Outlook
The Company is well positioned to grow through consolidating the fragmented primary silver sector in China, starting with its foot-hold in Henan Province. With the encouragement of local county government, the Company, through its acquisition of the LM and TLP Silver-Lead Mines, is consolidating the silver, lead, and zinc mines and exploration properties in the Ying/HPG Silver Mining camp, providing a solid base from which to significantly expand resources and growth potential.
Through consolidation of the Ying Mining Camp over the last six months, the Company is now operating four mines at the Ying Camp and is increasing its mill throughput to 3,000 tonnes per day from its current throughput of 1,300 tonnes per day. With the recently announced acquisition of the Gaocheng (GC) and Shimentou (SMT) properties in Guangdong Province, Silvercorp expects to realize the benefits of growth in resources and near term production from a new mining camp in a different province. It also establishes a new base for further consolidation of the prolific GC silver, lead, zinc mining district.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 30 |
EX-99.3
4
aif080331.htm
ANNUAL INFORMATION FORM FOR THE YEAR ENDED MARCH 31, 2008
Exhibit 99.3
Exhibit 99.3
ANNUAL INFORMATION FORM
For the year ended March 31, 2008
Dated as at June 19, 2008
SILVERCORP METALS INC.
Suite 1378 - 200 Granville Street
Vancouver, BC, Canada V6C 1S4
Tel: (604) 669-9397
Fax: (604) 669-9387
Email: corp@silvercorp.ca
Website: www.silvercorp.ca
50614971.3
ITEM 1: GENERAL |
1 |
1.1 |
DOCUMENTS INCORPORATED BY REFERENCE |
1 |
1.2 |
DATE OF INFORMATION |
1 |
1.3 |
FORWARD LOOKING STATEMENTS |
1 |
1.4 |
CURRENCY |
2 |
ITEM 2: CORPORATE STRUCTURE |
2 |
2.1 |
NAMES, ADDRESS AND INCORPORATION |
2 |
2.2 |
INTERCORPORATE RELATIONSHIPS |
3 |
ITEM 3: GENERAL DEVELOPMENT OF THE BUSINESS |
4 |
3.1 |
THREE YEAR HISTORY |
4 |
3.2 |
SIGNIFICANT ACQUISITIONS |
11 |
ITEM 4: DESCRIPTION OF THE BUSINESS |
12 |
4.1 |
GENERAL |
12 |
4.2 |
CHINESE MINING LAW |
12 |
4.3 |
RISK FACTORS |
12 |
ITEM 5: MINERAL PROPERTIES |
18 |
5.1 |
TECHNICAL REPORT |
20 |
5.2 |
PROPERTY DESCRIPTION AND LOCATION |
21 |
5.3 |
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY |
26 |
5.4 |
HISTORY |
26 |
5.5 |
REGIONAL GEOLOGY |
28 |
5.6 |
PROPERTY GEOLOGY |
29 |
5.7 |
DEPOSIT TYPE |
29 |
5.8 |
MINERALIZATION AND ALTERATION |
30 |
5.9 |
VEIN STRUCTURE |
31 |
5.10 |
MINERALOGY |
33 |
5.11 |
EXPLORATION WORK |
39 |
5.12 |
RECONNAISSANCE EXPLORATION IN NEW AREAS ON THE YING PROJECT |
40 |
5.13 |
TUNNELLING AND DRILLING |
41 |
5.14 |
SAMPLING METHOD AND APPROACH |
45 |
5.15 |
SAMPLE PREPARATION, ANALYSES AND SECURITY |
45 |
5.16 |
DATA VERIFICATION |
46 |
5.17 |
ADJACENT PROPERTIES |
47 |
5.18 |
MINERAL PROCESSING AND METALLURGY |
47 |
5.19 |
SPECIFIC GRAVITY |
48 |
5.20 |
MINERAL RESOURCE ESTIMATES |
48 |
5.21 |
RESOURCE DATA |
53 |
5.22 |
RESOURCE GEOLOGY |
53 |
5.23 |
RESOURCE ESTIMATES |
54 |
ITEM 6: OTHER RELEVANT DATA AND INFORMATION |
67 |
ITEM 7: INTERPRETATION AND CONCLUSIONS |
68 |
ITEM 8: RECOMMENDATIONS |
69 |
ITEM 9: DIVIDENDS |
70 |
ITEM 10: DESCRIPTION OF CAPITAL STRUCTURE |
70 |
10.1 |
GENERAL DESCRIPTION OF CAPITAL STRUCTURE |
70 |
10.2 |
CONSTRAINTS |
71 |
10.3 |
RATINGS |
71 |
ITEM 11: MARKET FOR SECURITIES |
71 |
ITEM 12: ESCROWED SECURITIES |
72 |
ITEM 13: DIRECTORS & OFFICERS |
72 |
13.1 |
NAME, OCCUPATION AND SECURITY HOLDING |
72 |
13.2 |
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS |
74 |
13.3 |
CONFLICTS OF INTEREST |
75 |
ITEM 14: AUDIT COMMITTEE |
75 |
ITEM 15: LEGAL PROCEEDINGS |
77 |
ITEM 16: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS |
77 |
ITEM 17: TRANSFER AGENTS AND REGISTRARS |
78 |
ITEM 18: MATERIAL CONTRACTS |
78 |
ITEM 19: INTERESTS OF EXPERTS |
78 |
19.1 |
NAMES OF EXPERTS |
78 |
19.2 |
INTERESTS OF EXPERTS |
79 |
ITEM 20: ADDITIONAL INFORMATION |
79 |
ITEM 21: SCHEDULE 1 |
80 |
ITEM 1: GENERAL
1.1 |
Documents Incorporated by Reference |
This Annual Information Form is prepared in the form prescribed by National Instrument 51-102F2 of the Canadian Securities Administrators and is hereby filed with the British Columbia, Alberta, Ontario, Nova Scotia, New Brunswick and Manitoba Securities Commissions, Saskatchewan Financial Services Commission and the Toronto Stock Exchange (the TSX). The TSX approved the listing of the common shares of Silvercorp Metals Inc. (the Company) on the TSX effective October 24, 2005, at which time the shares of the Company were delisted from the TSX Venture Exchange (the TSX-V).
All information in this AIF is as of June 19, 2008 unless otherwise indicated.
1.3 |
Forward Looking Statements |
Statements in this AIF other than purely factual historical information, including statements relating to mineral resources and reserves, or the Companys future plans and objectives or expected results, constitute forward-looking statements. Forward-looking statements are based on the beliefs of management, as well as numerous assumptions made by management and the information currently available to the Company, and are subject to all of the risks and uncertainties inherent in the Companys business, including risks inherent in mineral exploration and development in China. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. As a result, actual results may vary materially from those described in the forward-looking statements.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "anticipate", "continue", "estimate", "expect", "plan", "intend", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this AIF should not be unduly relied upon. Further, these statements speak only as of the date of this AIF or as of the date specified in the documents incorporated by reference into this AIF, as the case may be. Important factors are identified in this AIF under the heading Item 4.2 - Risk Factors. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from tho
se described. The Company does not assume and undertakes no obligation to update any forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements.
50614971.3
All sums of money which are referred to herein are expressed in lawful money of the United States, unless otherwise specified.
ITEM 2: CORPORATE STRUCTURE
2.1 |
Names, Address and Incorporation |
The Company was formed as Spokane Resources Ltd. pursuant to an amalgamation of Julia Resources Corporation and MacNeill International Industries Inc., under the British Columbia Company Act, on October 31, 1991. By special resolution dated October 5, 2000 Spokane Resources Ltd. consolidated its share capital on a ten old for one new basis and altered its Memorandum and Articles of Incorporation by changing its name to SKN Resources Ltd. At the Companys Annual and Special General Meeting held October 20, 2004, the shareholders:
|
(a) |
approved an increase to the Companys authorized capital to an unlimited number of common shares and adopted a new set of Articles which is consistent with the provisions of the Business Corporations Act (British Columbia), including the reduction of the majority required to pass a special resolution from 75% to 66T%; and
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(b) |
passed a special resolution to change the Companys name to a name to be determined by the directors of the Company. On May 2, 2005, the Company filed a Notice of Alteration with the Registrar of Companies changing its name from SKN Resources Ltd. to Silvercorp Metals Inc..
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The head office, principal address and registered and records office of the Company is located at 1378-200 Granville Street, Vancouver, British Columbia, V6C 1S4. The Company is listed on the TSX under the symbol SVM, and is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia and New Brunswick.
50614971.3
2
2.2 |
Intercorporate Relationships |
The corporate structure of the Company and its material subsidiaries as at the date of this AIF is as follows:
The Company, through its subsidiaries has acquired a number of mineral property interests in China during the past three years. Each property interest is held through a separate subsidiary company, all of which are incorporated in the British Virgin Islands (BVI) as International Business Corporations under the British Virgin Islands International Business Companies Act (Cap. 291).
The Company is the sole shareholder of Fortune Mining Limited, which was incorporated on August 23, 2002, to be the holding company of a series of BVI subsidiaries which are parties to mineral property agreements in China. The following material BVI subsidiary companies are all held 100% by Fortune Mining Limited:
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(a) |
Victor Mining Ltd. was incorporated on October 23, 2003 and is a party to a cooperative agreement under which it earned its full 77.5% interest in Henan Found Mining Co. Ltd., the Chinese company holding (i) the Ying Silver-Lead Zinc Project (the Ying Project); (ii) the TLP Project, (iii) the NZ Project, and (iv) the Luoyang Smelter in the Henan Province.
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(b) |
Victor Resources Ltd. was incorporated on May 30, 2003 and is a party to a cooperative agreement under which it earned its full 70% interest in Henan Huawei Mining Co. Ltd., the Chinese company holding the Hou Ping Gou Project (the HPG Project) and the Long Men Project (the LM Project), Henan Province.
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50614971.3
3
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(c) |
Fortress Mining Inc. was incorporated on February 26, 2003 and is a party to a cooperative agreement under which it can earn up to an 82% interest in Qinghai Found Mining Co. Ltd., the Chinese company holding the Na-Bao Project (the Na-Bao Project) in the Qinghai Province.
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(d) |
Yangtze Mining Ltd. was incorporated on February 11, 2002 and holds a 95% interest in Anhui Yangtze Mining Co. Ltd. the Chinese company holding exploration rights on the Gaocheng (GC) and Shi Men Tou (SMT) projects in the Guangdong Province.
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See Item 3: General Development of the Business below for details as to the Company's projects.
ITEM 3: GENERAL DEVELOPMENT OF THE BUSINESS
Project Development
The Company has evolved from a mineral exploration company engaged in the acquisition and exploration of mineral properties, specifically properties in China with the potential to host silver and base metal deposits, to a Company producing silver, lead and zinc.
During the last three years, the Company has been very active in acquiring property interests in China through its BVI subsidiaries. With the acquisition of the mining permits for the NZ, HPG, LM, and TLP Projects, the Company has five mining permits in Henan.
Currently, the Companys mining operations occur at its Ying, HPG, TLP and LM Projects, located in the Henan Province, China. It has exploration ongoing at the Na-Bao Project located in the Qinghai Province, and is seeking a mining permit at the GC and SMT Projects in the Guangdong Province, China.
Henan Found Mining Co. Ltd.
Ying Project
On April 12, 2004, the Company, through its wholly owned subsidiary, Victor Mining Ltd. entered into a formal cooperative joint venture contract with Henan Non-Ferrous Geological and Mineral Resources Co. Ltd. (HGMR) to acquire up to a 77.5% interest in the five exploration permits comprising the Ying Project, located in Henan Province, China by making capital contributions of US$3,670,000 over three years to Henan Found Mining Co. Ltd. (Henan Found), the joint venture company set up to hold the permits, for a 55% interest in Henan Found and an additional US$1,500,000 to HGMR over a period of three years for another 22.5% interest in Henan Found. These payments were made and the Company earned its full 77.5% interest in Henan Found and thereby in the Ying Project.
On March 30, 2006, the Company announced that Henan Found received a mining permit issued by the Department of Land and Resources of Henan Province, covering 9,945 square kilometres (km2) of the SGX area within the Ying Project, where the major exploration effort by the Company has been focused. The permit was issued on the terms applied for, and allows operation of a 198,000 tonne per year underground mine within the permit area to produce silver, lead and zinc ores. The production rate can be increased in the future through amending the existing mining permit when expected resource estimates have been filed with the Department of Land and Resources of Henan.
50614971.3
4
Upon receiving its mining permit on March 30, 2006, the Company switched its focus at the Ying Property from exploration and development to gradual ramping up to achieve a full mining operation. Mine development and mill construction are financed by cash flow from the operations of the Ying Property. The Ying Property is the major revenue and profit contributor of the Company.
Based on an update of the mineral resources on the Ying and HPG Projects in the NI 43-101 Technical Update Report dated August 16, 2007 prepared by BK Exploration Associates (Chris Broili, C.P. Geo & L.P. Geo. and Mel Klohn, L.P. Geo., both independent Qualified Persons) (the Ying and HPG Report), the estimated resource (measured plus indicated) is 30% greater than the resource reporting in the previous estimation (the 2006 Report by Broili, et. al.).
At the Ying mine, the newly built mill has an operating capacity of 1,000 tonnes per day (t/d). The custom built 300-tonne loading capacity barge is operating smoothly.
In December 2007, Henan Found started the process of constructing a new 2,000 t/d mill and associated tailings dam adjacent to its existing 1,000 t/d mill. Upon the new mill being completed, which is expected by November 2008, the combined milling capacity is expected to be 3,000 t/d to treat ores from the Ying and HPG Projects, as well as the recently acquired LM and TLP Projects, all located within approximately 15 kilometres distance. The estimated capital cost for the new mill is approximately US$12 million. Government approvals are required for the new mill.
When the new mill is operational the total annual milling capacity is expected to be approximately 600,000 tonnes for fiscal 2009 (April 1, 2008 to March 31, 2009) and one million tonnes for fiscal 2010 (April 1, 2009 to March 31, 2010) and beyond, compared to a current capacity of approximately 350,000 tonnes.
Under its preliminary mining plan, Silvercorp is expected to produce a total of 500,000 tonnes of ore in its 2009 fiscal year, including 250,000 tonnes of ore from the Ying Project, 100,000 tonnes of ore from the HPG Project, 120,000 tonnes from the TLP Project, and 30,000 tonnes from the LM Project. Further growth of mining capacity is anticipated for fiscal 2010 from increased production at the TLP Project. Production is expected to increase to 700,000 tonnes of ore in Silvercorps 2010 fiscal year, including 250,000 tonnes of ore from the Ying Project, 100,000 tonnes of ore from the HPG Project, 300,000 tonnes from the TLP Project and 50,000 tonnes from the LM Project.
TLP Project
On December 4, 2007, the Company announced that it had, through its 77.5% owned joint venture company, Henan Found, agreed to acquire a 100% interest in the silver-lead TLP Project, which operates under a mining permit that covers an area of 3.07 square kilometres and is located 9.5 kilometres east of the SGX mine of the Ying Project and borders the LM Project to the south.
NZ Project
In November, 2006, the Company, through its 77.5% owned Chinese subsidiary company, Henan Found, entered into an agreement with a third party, related by common control, to acquire a 100% interest in the gold-silver NZ Project on its behalf. The third party has completed its acquisition of the property and is in the process of transferring the ownership of the property to Henan Found.
Luoning Smelter
In April 2007, the Company, through its 77.5% owned subsidiary, Henan Found signed a joint venture agreement with three Chinese mining companies Luoyang Luanchuan Molybdenum Group Inc. (Luomu),
50614971.3
5
HT Mining Co. Ltd (HT Mining), and Luochuan Xinchuan Mining Co. Ltd (LX Mining) to build a 150,000-tonne/year lead-silver-gold smelter in Luoning County, Luoyang City, Henan Province, China. Under the agreement, Luomu will have a 51% interest, Henan Found and HT Mining each will have a 22.5% interest and LX Mining will hold a 4% interest in the smelter. Capital contributions to fund the smelter project will be made pro-rata. The construction of the smelter has received preliminary approval from the Chinese government.
In September 2007, the joint venture agreement was amended with the incorporation of Luoyang Yongning Smelting Co. Ltd.(Yongning) to hold the smelter project. Under the amended joint venture agreement, Henan Found can earn in 30% participation in the venture by contributing a total of $10.7 million of the total investment in Yongning of RMB¥250 million, comprised of: $21.4 million towards the registered capital with the balance of $14.3 million for capital investment costs. For Henan Found to earn its 30% participation, the Company is to contribute $2 million towards the registered capital of Yongning within five business days after the issuance of the business license and the remaining $8 million comprised of: $4 million towards the registered capital and $4 million for capital investment costs, within one year after the issuance of the business license. On September 21, 2007, Yongning obtained approval from
Chinese governmental authorities and the business license was issued.
As at March 31, 2008, Henan Found fulfilled its registered capital requirement through a contribution of approximately $5.6 million (March 31, 2007 - $58,197 to Yongning, with the remaining commitment of approximately $4.3 million due within one year from September 21, 2007.
The proposed smelter will use the SKS lead smelting process that has been highly recommended by the Chinese Government. The smelter will have the first right to purchase, at prevailing market prices, all lead-silver and gold concentrates produced by mines from the participants in the smelter, including Silvercorp's Ying district mines. The proposed smelter is about 48 km road distance from Silvercorp's newly built mill.
Henan Huawei Mining Co. Ltd.
HPG Project
On March 13, 2006, the Company announced that it had, through its wholly owned subsidiary, Victor Resources Ltd., entered into a cooperative joint venture agreement with a private Chinese company to establish Henan Huawei Mining Co. Ltd. (Henan Huawei) to acquire a 60% interest in the Hou Ping Gou silver/lead/zinc mine (the HPG Project), which is located within the boundaries of the greater Ying Project.
The HPG Project consists of two adjacent mining licenses surrounded by one exploration permit of approximately 6.4 km2 in total within the Ying Project area in Henan, and a 200 tonne per day floatation mill and associated facilities. A National Instrument 43-101 technical report on the HPG Project prepared by SRK Consulting was received on May 3, 2006 and the Ying and HPG Report are both available for review on the SEDAR system.
On January 15, 2007, the Company received all necessary government approvals, including approval from the Ministry of Commerce of China, to form a joint venture company to explore and develop the HPG Project.
In May 2007, the Company, through Victor Resources Ltd., signed an agreement to purchase an additional 20% interest of Henan Huawei, half of which, or a 10% interest, will be held in trust for a minority shareholder. Silvercorp is now entitled to a 70% interest in Henan Huawei.
50614971.3
6
LM Project
On November 1, 2007, the Company announced that it had, through its 70% owned joint venture company, Henan Huawei, acquired a 100% interest in the operating silver-lead-zinc mine at the LM Project, which has a mining permit of 3.07 square kilometres in area and is located just southeast of the Ying Project.
As of March 31, 2008, the acquisition of the LM Project is pending governmental approval, and concurrently Huawei has taken control of the LM Project and exploration, mine development, and production at the LM Project has resumed.
Qinghai Found Mining Co. Ltd.
Qinghai Project
In June 2007, the Company, through its wholly owned subsidiary, Fortress Mining Inc., entered into a joint venture contract with a Chinese party to form Qinghai Found Mining Company Ltd. (Qinghai Found), a Sino-foreign cooperative joint venture company, to explore and develop the Na-Bao silver-polymetalic Project (Na-Bao Project) in Qinghai Province, China. Under the joint venture contract, the Company will have an 82% interest in Qinghai Found by investing approximately US$4.0 million by funding exploration and development. The Chinese party will retain an 18% interest in Qinghai Found in exchange for transferring the three Na-Bao permits to Qinghai Found.
In September 2007, a business license for Qinghai Found was issued upon approval by the Chinese governmental authorities. Transferring of the three Na-Bao permits of about 320 square km in area (19 km by 16 km) into Qinghai Found from our Chinese partner has been approved by Chinese military, related city and provincial authorities.
A limited exploration program was carried out during July to October 2007 to test the mineralization at one of the several regional geochemical anomalies discovered by our Chinese partner, focusing on the area of about 35 square km (7 km by 5 km) at the middle and east portions of the three Na-Bao Exploration Permits. The program consisted of a total of 28 trenches for 13,380 cubic meters, geological mapping at 1:10,000 scale over an area of 30 square kilometres as well as a coincident geochemical soil survey over the 30 square kilometres. Grab samples during the geological mapping process were taken from surface gossans over 65 localities within the area of about 35 square km and their assay results demonstrate widespread lead (Pb), zinc (Zn), copper (Cu) and silver (Ag) polymetalic mineralization.
Based on encouraging preliminary exploration results, Qinghai Found has planned a significant exploration program for fiscal 2009, including 30,000 meters drilling, tunnelling and metallurgical study with an intention to define a resource base that satisfies the Chinese governments minimum requirement to apply for a mining permit for silver/lead/zinc mine, that is, 1,000 tonne per day mining/milling capacity with a mine life of 10 years.
Yangtze Mining Ltd.
The Company, on April 24, 2008, entered into a share purchase agreement with Yangtze Gold Ltd. (Yangtze Gold), a private BVI company, to acquire from Yangtze Gold all of the issued shares of Yangtze Mining Ltd. (Yangtze Mining). Yangtze Mining owns a 95% interest in a Sino-Foreign joint venture company, Anhui Yangtze Mining Co. Ltd. (Anhui Yangtze), which owns 100% of the Gaocheng (GC) and Shimentou (SMT) silver, lead and zinc exploration permits located in Guangdong Province, Peoples Republic of China.
50614971.3
7
The purchase price for the shares of Yangtze Mining is approximately $60.27 million (CAD$61.95 million) and will be paid 40% in cash and 60% in common shares of the Company. The 40% cash portion will be payable as to 20% at closing and 20% plus interest at 5.5% when the Company receives its next dividend payment from its Chinese subsidiary, or within 3 months, whichever is earlier. The 60% common share portion of the purchase price will be payable by the issuance at the closing of 4,532,543 common shares of the Company at a price of CAD$8.20 per share, being the volume weighted average trading price of the shares of the Company during the 30 calendar days prior to the date of signing this agreement.
On April 28, 2008, the Company paid a deposit of $1.97 million (CAD$2.0 million) to Yangtze Gold, which amount will be credited against the cash portion of the purchase price. The deposit is non-refundable unless a breach of certain representations and warranties by Yangtze Gold or that the Companys financial advisor is unwilling or unable to deliver a written opinion that the transaction is fair from a financial point of view to the Companys shareholders. On April 29, 2008 the Company advanced $2.7 million (RMB¥20 million) to Anhui Yangtze so that it can start the process of applying for a mining permit and carry out further exploration program, including drilling. On June 6, 2008, the Company completed the purchase by issuing 4,532,543 common shares of the Company and paying CAD$12.39 million.
Dr. Rui Feng, Chairman and CEO of the Company, is a Director of Yangtze Gold, Yangtze Mining and Anhui Yangtze, and Mr. J. Feng, a relative of Dr. Feng, controls Yangtze Gold. The transaction has been approved by the independent directors of the Company in accordance with the applicable laws. A NI 43-101 independent technical report was completed on the GC and SMT Projects by SRK Consulting China Ltd., and a fairness opinion was received by the independent directors.
The Company has taken over the operation of Anhui Yangtze, is currently applying for a mining permit, and plans to spend $1.5 million to complete approximately 10,000 metres of drilling this fiscal year.
SKN Nickel & Platinum Ltd. - exercise of option for interest in the Kang Dian Project by New Pacific Metals Corp. in August 2006
On March 4, 2004, the Company announced that it had, through its then wholly owned subsidiary, SKN Nickel & Platinum Ltd. (SNP) entered into a Cooperative Agreement with Sichuan Geological Survey Institute of Metallurgical Industry to acquire a 75% interest in the Kang Dian Nickel Project, located in Sichuan Province, China.
Under the cooperative agreement, for the Kang Dian Project, SNP is obligated to contribute US$2,500,000 to fund the exploration and development of the Kang Dian Project over a period of four years. After SNP has earned its 75% interest, contributions to fund the Project will be made pro rata. The interests of the Chinese property owner can be diluted to not less than 12% if they elect not to make cash contributions.
Pursuant to an Option Agreement dated September 15, 2004, the Company granted New Pacific Metals Corp. (NUX.TSX-V) an option to acquire 100% of the issued and outstanding shares of SNP, and thereby the Companys interests in the Kang Dian Nickel Project. Under the Option Agreement, NUX agreed to issue to the Company a total of 6,500,000 common shares of NUX in three tranches, at a deemed price of $0.375 per share, with the shares subject to a three year value escrow agreement under the policies of the TSX-V.
The first tranche of the NUX shares (2,500,000 shares) was issued to the Company in December of 2004, the second (2,000,000 shares) was issued in February of 2006 and the final tranche (2,000,000 shares) was issued on August 29, 2006 on completion of US$1,000,000 in funding obligations under the Option Agreement. Accordingly, NUX has exercised the option and acquired a 100% interest in SNP.
50614971.3
8
The NUX shares were subject to escrow for three years with quarterly releases. As at March 31, 2008, all of the 6,500,000 NUX common shares were released from escrow to the Company. The Company is entitled to the voting rights attached to the escrow shares. The Company has one representative on the NUX board of directors, Dr. Rui Feng.
Added to S&P/TSX Composite Index, S&P/TSX Global Gold Index and S&P/TSX Global Mining Index
Effective Monday, December 18, 2006, Standard & Poors Canadian Index operations added the Companys common shares to the S&P/TSX Composite Index and the S&P/TSX Global Gold Index (formerly the S&P/TSX Capped Gold Index).
Effective Tuesday, June 12, 2007, Standard & Poors Canadian Index operations added the Companys common shares as a constituent for the new S&P/TSX Global Mining Index.
Listing and Extension of Warrants
The Company received approval from the Toronto Stock Exchange to extend the expiry date of the 1,250,623 (post-split: 3,751,869) common share purchase warrants issued by the Company in its April 2006 bought deal financing (the Warrants) from October 26, 2007 to October 26, 2008, and the listing of same. The effective date of the change for the extension of warrants was September 7, 2007. Starting September 10, 2007, the Warrants are listed on the Toronto Stock Exchange trading under the symbol SVM.WT.
Dividend Declaration and Distribution
The Company declared its first annual dividend at CAD$0.05 (pre-split: CAD$0.15) per share paid to shareholders of record at the close of business on September 28, 2007. The Company believes that the payment of dividends rewards shareholder loyalty and is a validation of the Companys cash generating capabilities. The declaration and amount of any future dividends will be at the discretion of the Companys directors.
Stock Split
At the Companys annual general and special meeting on September 28, 2007, shareholders approved a stock split of the Companys common shares on the basis of three (3) shares for every one (1) existing share. Shareholders of record of the Companys common shares as of the close of business on October 31, 2007 received two additional shares for each common share held at that time. The Company believes that the stock split encourages greater liquidity and wider distribution among retail investors.
Donation of RMB¥1.25 million towards the construction of a Youth Center in Luoning County, Henan province, China
The Company is committed to contributing to the growth and prosperity of communities in which it is active. As part of this commitment, in 2006 Henan Found donated RMB¥1.25 million towards the construction of the Henan Found Youth Recreation and Activity Center, in Luoning county of Henan province, China.
One of the largest employers and contributors to the local tax base in the county, the Company is committed not only to responsible mining practices but also to making a positive contribution in the communities in which it is active. The Company looks forward to making additional contributions in support of the development of Luoning County as it continues to grow and build on the success of its operations in the area.
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Donation of US$700,000 to Sichuan Earthquake Relief
The Company, its affiliate New Pacific Metals Corp. and Dr. Rui Feng together donated over US$700,000 to provide relief support for the victims of China's May 12, 2008 earthquake in Sichuan province, China.
Recent Financings
On September 16, 2005, the Company closed a non-brokered private placement of up to 2,000,000 units at CAD$3.20 per unit. Each unit was comprised of one common share and one-half of one common share purchase warrant. Each whole warrant entitled the holder to acquire one additional common share at a price of CAD$4.60 per share for a period of one year, expiring on September 16, 2006.
On April 26, 2006, the Company closed a bought deal financing under a short form prospectus for gross proceeds of CAD$47,773,875. Sprott Securities Inc. and GMP Securities L.P. as co-leader managers and co-bookrunners, together with a syndicate of other dealers including, CIBC World Markets Inc., MGI Securities Inc., Salman Partners Inc. and BMO Nesbitt Burns Inc. (the Underwriters), collectively bought 2,501,250 units from the Company at a price of CAD$19.10 per unit. Each unit was comprised of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at a price of CAD$24.00 per share for a period of 18 months, expiring on October 26, 2007, which was extended to October 26, 2008. The total units purchased includes 326,250 units issued upon exercise of the Underwriters over-allotment option. The net proceeds ar
e being used for general corporate purposes and may be used for potential future acquisitions.
Future Financing
The Company anticipates that it will be able to finance all of its activities with the proceeds from production from the Ying Project, and otherwise from share issues, interest income and joint ventures. The ability to continue operations is dependent upon the continued financial support of its shareholders, other investors and lenders, together with the successful development of the Companys interests in mineral properties.
Private Placement With NUX
On March 15, 2007, the Company participated in NUXs private placement by acquiring 900,000 units of NUX at CAD$2.50 per unit. Each unit is comprised of one common share and one-half of one share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at CAD$3.00 for a period of one year from the closing of the private placement. In February 2008, with the approval of the TSX Venture Exchange, the expiry date of the NUX warrants was extended by one year to March 15, 2009.
Change in Reporting Currency
Effective April 1, 2007, the Company changed its reporting currency to the US dollar. The change in reporting currency is to better reflect the Companys business activities and to improve investors ability to compare the Companys financial results with other publicly traded businesses in the mining industry. Prior to April 1, 2007, the Company reported its annual and quarterly consolidated balance sheets and the related consolidated statements of operations and cash flows in the Canadian dollar (CAD). In making this change in reporting currency, the Company followed the recommendations of the Emerging Issues Committee (EIC) of the Canadian Institute of Chartered Accountants (CICA), set out in EIC-130, Translation Method when the Reporting Currency Differs from the Measurement Currency or there is a Change in the Reporting
Currency. In accordance with EIC-130, the financial statements for all years and periods presented have been translated into the new reporting currency using the current rate method. Under this method, the statements of operations and cash flows statements items for each year and period have been translated into
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the reporting currency using the average exchange rates prevailing during each reporting period. All assets and liabilities have been translated using the exchange rate prevailing at the consolidated balance sheets dates. Shareholders equity transactions since April 1, 2006 have been translated using the rates of exchange in effect as of the dates of the various capital transactions, while shareholders equity balances on April 1, 2006 have been translated at the exchange rate on that date. All resulting exchange differences arising from the translation are included as a separate component of other comprehensive income. All comparative financial information has been restated to reflect the Companys results as if they had been historically reported in US dollars.
Auditors
Effective May 11, 2006, Deloitte & Touche LLP resigned as auditors at the request of the Company and Ernst & Young LLP was appointed as the Companys auditors. There were no reportable events in relation to the change of auditors.
Shareholders Rights Plan
Shareholder approval was obtained at the Companys annual general meeting on August 4, 2005 to implement a Shareholder Rights Plan (the Rights Plan). The Rights Plan is designed to encourage the fair treatment of shareholders in connection with any take-over offer for the Company. The Rights Plan will provide the board of directors and the shareholders with more time to fully consider any unsolicited take-over bid for the Company without undue pressure, to allow the board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge. The Rights Plan has a term of three years and will expire at the close of the annual meeting of shareholders after the third anniversary of shareholder approval of the Rights Plan, unless the rights under the Rights Plan are earlier redeemed or exchanged. There is no plan to extend the Rights Plan at the upcom
ing 2008 annual meeting of shareholders.
Normal Course Issuer Bid 2008
With the approval of the TSX, a normal course issuer bid of the Company commenced at market open March 28, 2008 and will continue until no later than March 27, 2009. Under the issuer bid, the Company may on any trading day purchase up to 137,841 of its common shares. The Company intends to acquire up to 2,988,029 of its common shares over a one year period. Purchases will be made at the discretion of the directors at prevailing market prices, through the facilities of the TSX. The Company intends to cancel all shares acquired under the issuer bid.
3.2 |
Significant Acquisitions |
On June 6, 2008, the Company acquired all of the issued shares of Yangtze Mining. Yangtze Mining owns a 95% interest in a Sino-Foreign joint venture company, Anhui Yangtze, which owns 100% of the GC and SMT silver, lead and zinc exploration permits located in Guangdong province, China. The Company will file a business acquisition report in the form of NI51-102F4 in respect of the acquisition.
The Company did not have any other significant acquisitions or dispositions during the year ended March 31, 2008.
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ITEM 4: DESCRIPTION OF THE BUSINESS
Silvercorp Metals Inc. is engaged in the acquisition, exploration, and development of silver related mineral properties focusing on the People's Republic of China. Currently, the Company is operating and developing four Silver-Lead-Zinc mines at the Ying Mining Camp, Henan Province, owned through its 77.5% and 70% Chinese subsidiary companies, respectively. The Companys other properties, including its Na-Bao Polymetalic Project in Qinghai Province, owned through its 82% Chinese subsidiary company, and its GC and SMT Projects in Guangdong Province, owned through its 95% Chinese subsidiary company, have not reached commercial production and are in the exploration stage.
As all of the Companys properties are located in the Peoples Republic of China, a brief statement on the laws of China as they relate to mining is appropriate. Note that, as laws in China are continually evolving, this is only a generalized statement and is not to be taken as absolutely current or correct. Under the laws of the P. R. C., mineral resources are owned by the State, and in the past, it has been state-owned enterprises which have been the principal force in the development of mineral resources. A new Mineral Resources Law became effective on January 1, 1997 and three regulations were promulgated on February 12, 1998. The new law provides for equal legal status for domestic enterprises and enterprises with foreign investment, security and transferability of mineral titles as well as the exclusivity of mining rights. The right to explore and exploit minerals is granted by way of exploration and mining rig
hts. The holder of an exploration right has the privileged priority to obtain the mining right to the mineral resources in the exploration area provided the holder meets the conditions and requirements specified in the law. A mining enterprise may transfer its exploration or mining rights to others, subject to governmental approval. It is now common for foreign companies to form joint ventures with state-owned mining enterprises, with title to the mining rights being transferred to joint venture entities registered in China. This is the case with most of the Companys mineral property interests.
An investment in the common shares of the Company involves a significant degree of risk and ought to be considered a highly speculative investment. The following is brief discussion of those factors which may have a material impact on, or constitute risk factors in respect of, the Companys future financial performance:
Regulatory Environment in China
The Company conducts operations in China. The laws of China differ significantly from Canada and are subject to change. Mining operations, development and exploration activities are subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health, waste disposal, environmental protection, mine safety and other matters. Mining is subject to potential risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production.
Failure to comply with applicable laws and regulations, may result in enforcement actions thereunder, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws and regulations.
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New laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations could have a material adverse impact on future cash flow, results of operations and the financial condition of the Company.
Further, all phases of the Companys operations are subject to environmental regulations in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environment assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulations, if any, will not adversely affect the Companys operations.
Operations and Political Conditions
The Company conducts its operations in China and is potentially subject to a number of political and economic risks. The Company is not able to determine the impact of these risks on its future financial position or results of operations and the Companys exploration, development and production activities may be substantially affected by factors outside of the Companys control. These potential factors include, but are not limited to: royalty and tax increases or claims by governmental bodies, expropriation or nationalization, foreign exchange controls, import and export regulations, cancellation or renegotiation of contracts and environmental and permitting regulations. The Company currently has no political risk insurance coverage against these risks.
Mining operations generally involve a high degree of risk, with hazards such as unusual or unexpected formations or other geological conditions. The Company may become subject to liability for pollution, cave-ins or other hazards against which it cannot insure, or against which it may elect not to insure. Payment of such liabilities may have a material, adverse effect on the Company's financial condition. All of the properties in which the Company has an interest are located in foreign jurisdictions, which may have different regulatory and legal standards than those in North America. Even if the Companys mineral properties are proven to host economic reserves of metals, factors such as political instability, terrorism, opposition and harassment from local miners, or governmental expropriation or regulation may prevent or restrict mining of any such deposits or repatriation of profits.
The majority of the Companys activities and investments are located in foreign countries. These investments are subject to the risks normally associated with conducting business in foreign countries. Some of these risks are more prevalent in countries which are less developed or have emerging economies, including uncertain political and economical environments, as well as risks of war and civil disturbances or other risks which may limit or disrupt a project, restrict the movement of funds or result in the deprivation of contract rights or the taking of property by nationalization or appropriation without fair compensation, risk of adverse changes in laws or policies of particular countries, increases in foreign taxation, delays in obtaining or the inability to obtain necessary governmental permits, limitations on ownership and repatriation of earnings and foreign exchange controls and currency devaluations.
In addition, the Company may face import and export regulations, including export restrictions, disadvantages of competing against companies from countries that are not subject to Canadian and U.S. laws, restrictions on the ability to pay dividends offshore, and risk of loss due to disease and other potential endemic health issues. Although the Company is not currently experiencing any significant or extraordinary problems in foreign countries arising from such risks, there can be no assurance that such problems will not arise in the future.
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The Companys interests in its mineral properties are held through joint venture companies established under and governed by the laws of China. The Companys joint venture partners in China include state-sector entities and, like other state-sector entities, their actions and priorities may be dictated by government policies, instead of purely commercial considerations.
Additionally, companies with a foreign ownership component operating in China may be required to work within a framework which is different to that imposed on domestic Chinese companies. The Chinese government currently allows foreign investment in certain mining projects under central government guidelines.
Economic Factors Affecting the Industry
The Companys sales price for lead and zinc pounds is fixed against the Shanghai Metals Exchange as quoted at www.shmet.com, while gold ounces are fixed against the Shanghai Gold Exchange as quoted at www.sge.com.cn, and silver ounces are fixed against the Shanghai White Platinum & Silver Exchange as quoted at www.ex-silver.com. These metal prices traditionally move in tandem with and at marginally higher prices than those quoted on the North American and European market places.
Environmental Risks
The Companys activities are subject to extensive laws and regulations governing environmental protection and employee health and safety. Environmental laws and regulations are complex and have tended to become more stringent over time. Failure to comply with applicable environmental health and safety laws may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. There can be no assurance that the Company has been or will be at all times in complete compliance with current and future environmental and health and safety laws and permits will not materially adversely affect the Companys business, results of operations or financial condition.
Permits and Licenses
All mineral resources of the Company are owned by their respective governments, and mineral exploration and mining activities may only be conducted by entities that have obtained or renewed exploration or mining permits and licenses in accordance with the relevant mining laws and regulations. No guarantee can be given that the necessary exploration and mining permits and licenses will be issued to the Company or, if they are issued, that they will be renewed, or that the Company will be in a position to comply with all conditions that are imposed.
Nearly all mining projects require government approval. There can be no certainty that these approvals will be granted to the Company in a timely manner, or at all. For example, Henan Found is in the process of completing construction of the mine at the Ying Project according to its approved design plan, focusing on completing the connection of three mine shafts for safety reasons. While government authorities allow Henan Found to test run the mill and mine, it is subject to final inspection by authorities for environmental and safety qualifications and it is subject to receiving environmental and safety production permits. The land usage right for Henan Founds mine and mill has been purchased from the local owners, rezoning of these lands from agricultural to industrial use has been approved by Henan Provincial government, and transfer of the land title to Henan Founds name has been submitted to the government aut
horities and is pending final approval.
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Feasibility and Engineering Reports
The Company has received a mining permit from the Department of Land and Resources of Henan Province and plans to commence mining operations in accordance with the mining permit. The Company has not yet and may not complete a feasibility study or report as would otherwise be performed for a mining property located in North America.
Exploration and Development
The long-term operation of the Companys business and its profitability is dependent, in part, on the cost and success of its exploration and development programs. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Companys mineral exploration and development programs will result in any discoveries of bodies of commercial mineralization. There is also no assurance that even if commercial quantities of mineralization are discovered that a mineral property will be brought into commercial production. Development of the Companys mineral properties will follow only upon obtaining satisfactory exploration results. Discovery of mineral deposits is dependent upon a number of factors, not the least of which is the technical skill of the exploration personnel involved. The commercial viabili
ty of a mineral deposit once discovered is also dependent upon a number of factors, some of which are the particular attributes of the deposit (such as size, grade and proximity to infrastructure), metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Most of the above factors are beyond the control of the Company. As a result, there can be no assurance that the Companys acquisition, exploration and development programs will yield new reserves to replace or expand current resources. Unsuccessful exploration or development programs could have a material adverse impact on the Companys operations and profitability.
Calculation of Resources, Reserves and Mineralization and Precious and Base Metal Recovery
The Companys Ying Project at present contains resources only, there have been no reserves calculated. There is a degree of uncertainty attributable to the calculation of resources, reserves and mineralization and corresponding grades being mined or dedicated to future production. Until resources, reserves or mineralization are actually mined and processed, quantity of mineralization and grades must be considered as estimates only. In addition, the quantity of resources, reserves and mineralization may vary depending on metal prices. Any material change in quantity of resources, mineralization, grade or stripping ratio may affect the economic viability of the Companys properties. In addition, there can be no assurance that precious or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.
Title to Properties
While the Company has investigated title to all of its mineral claims and to the best of its knowledge, title to all of its properties is in good standing, the properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. There may be valid challenges to the title of the Companys properties which, if successful, could impair development and/or operations. The Company cannot give any assurance that title to its properties will not be challenged. The Companys mineral properties have not been surveyed, and the precise location and extent thereof may be in doubt.
Property Interests
The agreements pursuant to which the Company holds its rights in certain of the properties provide that the Company must make a series of cash payments over certain time periods or make certain minimum
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exploration expenditures. If the Company fails to make such payments or expenditures in a timely manner, the Company may lose interest in those projects.
Additional Financing
If the Company's exploration programs are successful in establishing ore of commercial tonnage and grade, additional funds will be required for the development of the ore body and to place it in commercial production. One source of future funds presently available to the Company is through the sale of equity capital. There is no assurance this source will continue to be available, as required or at all. If it is available, future equity financings may result in substantial dilution to shareholders. Another alternative for the financing of further exploration would be the offering by the Company of an interest in the properties to be earned by another party or parties carrying out further exploration or development thereof. There can be no assurance the Company will be able to conclude any such agreements, on favourable terms or at all.
Competition
The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of ore are discovered, a ready market will exist for the sale of same. Marketability of natural resources which may be discovered by the Company will be affected by numerous factors beyond the control of the Company, such as market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations including regulations relating to prices, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of such factors cannot be predicted but they may result in the Company not receiving an adequate return on its capital.
Fluctuating Commodity Prices
The Companys revenues, if any, are expected to be in large part derived from the mining and sale of silver and other metals. The prices of those commodities has fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Companys control including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, supply and demand, sales by government holders, global or regional consumptive patterns, speculative activities, availability and costs of metal substitutes, and increased production due to new mine developments and improved mining and production methods. The price of base and precious metals may have a significant influence on the market price of the Companys shares and the value of the properties. The effect of these factors on the price of base and precious metals, and therefore the viability of the Company
146;s exploration projects, cannot be accurately predicted.
If silver and metals prices were to decline significantly or for an extended period of time, the Company may be unable to continue operations, develop the properties or fulfil obligations under agreements with the Companys joint venture partners or under its permits or licenses.
Foreign Exchange Rate Fluctuations
In the past, the Company has raised its equity and maintained its accounts in Canadian dollars but now reports in U.S. dollars. Going forward, operations carried out in non-U.S. currency, including Canadian Dollars or Chinese Renminbi could subject the Company to foreign currency fluctuations that may materially and adversely affect the Companys financial position.
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Fluctuation of Securities Prices
Securities markets experience a high level of price and volume volatility, and the market price of securities of many companies has experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Such fluctuation will affect the price of the Companys securities.
Insurance
The Companys mining activities are subject to the risks normally inherent in the industry, including but not limited to environmental hazards, flooding, periodic or seasonal hazardous climate and weather conditions, unexpected rock formation. The Company may become subject to liability which it cannot insure or against which it may elect not to insure due to high premium costs or other reasons. Where considered practical to do so the Company maintains insurance against risks in the operation of its business in amounts which the Company believes to be reasonable. Such insurance, however, contains exclusions and limitations on coverage. The Company cannot provide any assurance that such insurance will continue to be available, will be available at economically acceptable premiums or will be adequate to cover any resulting liability. In some cases, coverage is not available or considered too expensive relative to the percei
ved risk.
Key Personnel
The Company depends on the services of a number of key personnel, including its directors and executive officers, the loss of any one of whom could have an adverse effect on the Companys operations.
The Companys ability to manage growth effectively will require it to continue to implement and improve management systems and to recruit and train new employees. The Company cannot assure that it will be successful in attracting and retraining skilled and experienced personnel.
Conflicts of Interest
Conflicts of interest may arise as a result of the directors, officers and promoters of the Company also holding positions as directors and/or officers of other companies. Some of those persons who are directors and officers of the Company have and will continue to be engaged in the identification and evaluation of assets and businesses and companies on their own behalf and on behalf of other companies, and situations may arise where the directors and officers may be in direct competition with the Company. Conflicts, if any, will be subject to the procedures and remedies under the Business Corporations Act (British Columbia), S.B.C. 2002, c.57.
Dependence on Management
The executive directors and the China operational management team all have extensive experience in the mineral resources industry in China. Most of the non-executive directors also have extensive experience in mining and/or exploration (or as advisors to companies in the field). The Companys success depends to a significant extent upon its ability to retain, attract and train key management personnel, both in Canada and in China.
Joint Venture Partners
The Companys interests in various properties may, in certain circumstances, pursuant to option agreements currently in place, become subject to the risks normally associated with the conduct of joint ventures. The existence or occurrence of one or more of the following circumstances and events could have a material
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adverse impact on the Companys profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on the Companys business prospects, results of operations and financial conditions: (i) disagreements with joint venture partners on how to conduct exploration; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) disputes or litigation between joint venture partners regarding budgets, development activities, reporting requirements and other joint venture matters.
Other Risks and Hazards
The Companys operations are subject to a number of risks and hazards including:
-
environmental hazards;
-
discharge of pollutants or hazardous chemicals;
-
industrial accidents;
-
failure of processing and mining equipment;
-
labour disputes;
-
supply problems and delays;
-
changes in regulatory environment;
-
encountering unusual or unexpected geologic formations or other geological or grade problems;
-
encountering unanticipated ground or water conditions;
-
cave-ins, pit wall failures, flooding, rock bursts and fire;
-
periodic interruptions due to inclement or hazardous weather conditions;
-
uncertainties relating to the interpretation of drill results;
-
inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
-
results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Companys expectations;
-
the potential for delays in exploration or the completion of feasibility studies;
-
other acts of God or unfavourable operating conditions.
Such risks could result in damage to, or destruction of, mineral properties or processing facilities, personal injury or death, loss of key employees, environmental damage, delays in mining, monetary losses and possible legal liability. Satisfying such liabilities may be very costly and could have a material adverse effect on future cash flow, results of operations and financial condition.
ITEM 5: MINERAL PROPERTIES
The Company has interests in mineral properties located in China. As at March 31, 2008, these properties were carried on the Company's balance sheet as assets with a book value of $60,904,275. The book value consists of acquisition costs plus cumulative expenditures on properties for which the Company has future exploration plans. The current book value is not necessarily the same as the total expenditures on each property by the Company, as part of the expenditures on some properties have been written down. The book value is also not necessarily the fair market value of the properties.
The names and book values of the Company's mineral properties are set out below in tables. Further discussion of the individual properties follows below.
China
Property Name |
Location |
Ownership Interest* |
Book Value |
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|
|
|
March 31, 2008 |
Ying Project |
Henan Province |
77.5% earned |
$ |
18,302,750 |
Hou Ping Guo Project |
Henan Province |
70% earned |
$ |
9,732,393 |
NZ Project |
Henan Province |
Up to 100% |
$ |
2,046,934 |
LM Project |
Henan Province |
70% earned |
$ |
9,748,658 |
TLP Project |
Henan Province |
77.5% earned |
$ |
20,015,357 |
Qinghai Project |
Qinghai Province |
Up to 82% |
$ |
1,058,183 |
* These reflect option rights to earn these percentage interests and option rights granted on these percentage interests on the terms set out in Item 4 above.
For the purposes of National Instrument 43-101 of the Canadian Securities Administrators (NI 43-101), the following properties as of March 31, 2008 have been determined to be material to the Company:
|
(a) |
The Ying Project, Henan Province, China; and
|
|
|
(b) |
The HPG Project, Henan Province, China.
|
|
None of the Companys other mineral property interests are considered material for the purposes of NI 43-101.
The Companys mineral properties in British Columbia and Yunnan Province were written-off in prior years.
The Company as of March 31, 2008 holds interests in the following five material projects in China: the Ying Project, Hou Ping Gou Project, TLP Project and LM Project all located in the Henan Province, and the NaBao Project in Qinghai Province, China. Myles Gao, COO and Mike Hibbitts, Vice President, Operations of the Company, are the Companys qualified persons for its Chinese mineral properties.
Ying Project, Henan Province
On April 12, 2004, the Company, through its wholly owned subsidiary, Victor Mining Ltd. entered into a formal cooperative joint venture contract with Henan Non-Ferrous Geological and Mineral Resources Co. Ltd. (HGMR) to acquire up to a 77.5% interest in the five exploration permits comprising the Ying Project, located in Henan Province, China by making a capital contribution of US$3,670,000 over three years to Henan Found, the joint venture company set up to hold the permits, for a 55% interest in Henan Found and an additional US$1,500,000 payment to HGMR over a period of three years for another 22.5% interest in Henan Found. These payments were made and the Company earned its full 77.5% interest in Henan Found and thereby in the Ying Project.
On March 30, 2006, the Company announced that Henan Found received a mining permit issued by the Department of Land and Resources of Henan Province, covering 9,945 km2 of the SGX area within the Ying Project, where the major exploration effort by the Company has been focused. The permit was issued on the terms applied for, and allows operation of a 198,000 tonne per year underground mine within the permit area to produce silver, lead and zinc ores. The production rate can be increased in the future through amending the existing mining permit when expected resource estimates have been filed with the Department of Land and Resources of Henan.
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Upon receiving its mining permit on March 30, 2006, the Company switched its focus at the Ying Project from exploration and development to gradual ramping up to achieve a full mining operation. Mine development and mill construction are financed by cash flow from the operations of the Ying Project. The Ying Project is the major revenue and profit contributor of the Company.
Based on an update of the mineral resources on the Ying and HPG Projects in the Ying and HPG Report, the estimated resource (measured plus indicated) is 30% greater than the resource reporting in the previous estimation (the 2006 Report by Broili, et. al.). dated May 26, 2006.
At the Ying Project, the newly built mill has an operating capacity of 1,000 tonnes per day. The custom built 300-tonne loading capacity barge is operating smoothly.
In December 2007, Henan Found started the process of constructing a new 2,000 t/d mill and associated tailings dam adjacent to its existing 1,000 t/d mill. Upon the new mill being completed by November 2008, the combined milling capacity is expected to be 3,000 t/d to treat ores from the Ying and HPG Projects as well as the recently acquired LM and TLP Projects, all located within approximately 15 kilometres distance. The estimated capital cost for the new mill is approximately US$12 million. Government approvals are required for the new mill.
When the new mill is operational, which is expected in November 2008, the total annual milling capacity is expected to be approximately 600,000 tonnes for fiscal 2009 (April 1, 2008 to March 31, 2009) and one million tonnes for fiscal 2010 (April 1, 2009 to March 31, 2010) and beyond, compared to a current annual capacity of approximately 350,000 tonnes.
Under its preliminary mining plan, Silvercorp is expected to produce a total of 500,000 tonnes of ore in its 2009 fiscal year, including 250,000 tonnes of ore from the Ying Project, 100,000 tonnes of ore from the HPG Project, 120,000 tonnes from the TLP Project, and 30,000 tonnes from the LM Project. Further growth of mining capacity is anticipated for fiscal 2010 from increased production at the TLP Project. Production is expected to increase to 700,000 tonnes of ore in its 2010 fiscal year, including 250,000 tonnes of ore from the Ying Project, 100,000 tonnes of ore from the HPG Project, 300,000 tonnes from the TLP Project and 50,000 tonnes from the LM Project. For further details, please refer to the news releases available on the Companys website at www.silvercorp.ca and www.sedar.com
The most recent NI 43-101 compliant technical report on the Ying and HPG Projects is dated August 16, 2007 and was prepared by BK Exploration Associates (Chris Broili, C.P. Geo & L.P. Geo. and Mel Klohn, L.P. Geo., both independent Qualified Persons) (the Ying and HPG Report). The full Ying and HPG Report can be found on SEDAR at www.sedar.com. The Ying and HPG Report updates the previous independent technical reports on the Ying Project dated March 3, 2006, April 18, 2006, April 18, 2005 and April 21, 2004, which are also filed on the SEDAR system, and provides a preliminary assessment of the mine at the Ying Project. The information below has been extracted in whole or in part from the Ying and HPG Report, which readers are encouraged to review in full. Portions of the following information are based on assumptions, qualifications and procedures that are set out only in the full Ying and HPG Report. For a com
plete description of assumptions, qualifications and procedures associated with the following information, reference should be made to the full text of the Ying and HPG Report.
Reference to Silvercorp includes reference to Henan Found, the Chinese subsidiary of the Company which holds the Ying Project and to Henan Huawei Mining Co. Ltd. the Chinese subsidiary of the Company which holds the HPG Project.
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For more details on the Ying and HPG Report, please go to Sedar at www.sedar.com.
5.2 |
Property Description and Location |
The Ying Project and HPG Project are located in western Henan Province at latitude 34º07 to 34º12 N and longitude 111º14 to 111º22 E (Figures 1 & 2).
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The Ying Project is currently covered by one Mining Permit and six Exploration Permits. The HPG Project is covered by two Mining Permits and one Exploration Permit. These permits are as follows:
Permit |
YING PROJECT AREA |
Area (km2) |
1 |
Mining Permit No. 4100000610045 expires May, 2014 Yuelianggou Ag project |
9.95 |
2 |
Exploration Permit No. 4100000740232 expires June 19, 2008 Qiaogoubei Ag project |
3.55 |
3 |
Exploration Permit No. 4100000640561 expires November 2, 2007 Qiaogou Ag project |
1.42 |
4 |
Exploration Permit No. 0100000730232 expires June 06, 2009 Ximiao-Leileisi Au project |
12.34 |
5 |
Exploration Permit No. 0100000520145 expires November 03,2007 Shagou Ag project |
7.10 |
6 |
Exploration Permit No. 4100000620073 expires on December 5, 2007 Luoning County Sidaogou Lushi County Lijiagou Ag project |
19.70 |
7 |
Exploration Permit No. 4100000620377 expires on July 29, 2008 Dong Cao Gou Au project |
6.39 |
|
HPG PROJECT AREA |
|
8 |
Mining Permit No. 4100000410514 expires April, 2009 |
0.39 |
9 |
Mining Permit No. 4100000620027 expires August, 2015 |
0.15 |
10 |
Exploration Permit No. 4100000520048 expired February 11, 2006 |
5.86 |
|
Mining Total |
10.49 |
|
Exploration Total |
56.36 |
The existing permits cover all of the target areas outlined in the Ying and HPG Report. |
|
Exploration permits can be renewed by the payment of further rental fees. Surface rights for mining purposes are not included in the permits but can be acquired by payment of a purchase fee based on the appraised value of the land. Subject to negotiation, some land use compensation fees may also be due to the local farmers if their agricultural land is disturbed by exploratory work. The exploration permits give the right to carry out all the exploration presently contemplated and no additional permitting is required. |
|
There are no known or recognized environmental problems that might preclude or inhibit a mining operation in this area. Some major land purchases may be required in the future for mine infrastructure purposes (processing plant, waste disposal, office and accommodations). |
|
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Figure 1: Geology and Location Map of Western Henan
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23
The existing land agreements are as follows:
Ying Project
A co-operative joint venture contract dated April 15, 2004, was consummated between Victor Mining Ltd., which is the wholly owned British Virgin Islands subsidiary of Silvercorp, and Henan Non-Ferrous Geological & Mineral Resources Co. Ltd.. Pursuant to the joint venture contract, a Chinese cooperative joint venture company, Henan Found, was established to hold 100% of the Ying Project. Victor Mining Ltd. consummated the obligation and now owns 77.5% interest in Henan Found.
The Ying Mining Permits controlled by Henan Found encompass 9.95 km2 and exploration permits encompass 50.50 km2.
HPG Project
A co-operative joint venture contract dated March 31, 2006, was consummated between Victor Resources Ltd., which is the wholly owned British Virgin Islands subsidiary of Silvercorp, and Luoning Huatai Mining Development Co., Ltd. (Huatai). Pursuant to the joint venture contract, a Chinese co-operative joint venture company, Henan Huawei Mining Co. Ltd. (Huawei), was established to hold 60% of the HPG Project. Victor Resources is obligated to pay a total of C$6.00 million to Huatai in instalments to acquire a 60% interest in Huawei. In 2007, Silvercorp signed an agreement to purchase an additional 20% interest of Huawei from its JV partner, Huatai, in which 10% interest will be held in trust for a shareholder of Huatai. Total consideration for the 20% interest is C$1.98 million with Silvercorp's share of C$0.99 million paid in full. Silvercorp is now entitled to 70% interest of Huawei.
The HPG Mining Permits are in the process of being transferred to Huawei. The HPG Exploration Permit is being held by Huatai who will apply for Mining Permit and then transfer it to Huawei upon issuance of the Mining Permit. The HPG Mining Permits controlled by Huawei encompass 0.54 km2 and exploration permits encompass 5.86 km2.
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Figure 2: Project and Mill Location
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25
5.3 |
Accessibility, Climate, Local Resources, Infrastructure and Physiography |
The Ying and HPG Projects are about 240 km west-southwest of Zhengzhou (pop. 7.0 million), the capital city of Henan Province, and 80 km west of Luoyang (pop. 1.4 million), the nearest major city (Figure 1). Both of these cities are served by airlines with regular flights to Beijing and other major population centers. The nearest small city to the Ying Project is Luoning (pop. 80,000+), about 40 km by paved roads from the Ying mill site in the central part of the Project. The mill site is about 15 km by paved road from the Guxian Reservoir, and the Projects main exploration-development camp, the SGX Camp, is accessed via a 30-minute ferry ride across the Reservoir.
Much of the project area is rugged, deeply dissected mountainous terrain with elevations ranging from 300 to 1,200 m above sea level. Hill slopes are steep, commonly exceeding 25o, and the rock exposures on these hillsides range from fair to good. Almost all of the mineralization and significant geochemical and geophysical anomalies were discovered on the hillsides.
The area has a continental sub-tropical climate with four distinct seasons. Temperature changes are dependent on elevation, with an annual range of -10°C to 38°C and annual average of 15°C. The annual precipitation averages 900 mm, mostly occurring in the July to September rainy season and supplemented by snow and frost occurring from November to March.
The area is sparsely vegetated, consisting mostly of bushes, shrubs, ferns and small trees. The local economy is based on agriculture (wheat, corn, tobacco, medicinal herbs) and mining. Agriculture is confined to the bottoms of the larger stream valleys and to the many terraced hillsides.
There are major power grids adjacent to the property and a power line extends to the SGX Area. Adjacent to the SGX property is a hydropower generating station at the dam that forms the Guxian Reservoir (Fig. 2). This reservoir is on the Luo River, a tributary to the Yellow River. Sufficient manpower is available to serve most exploration or mining operations.
Silver-lead-zinc-gold mineralization in the HPG and Ying Project areas has been known and intermittently mined for at least the last several hundred years. The first systematic geological prospecting and exploration was initiated in 1956 by the Chinese government. Detailed summaries of the exploration activities at Ying from 1956 to 2004, when Silvercorp acquired its first interest in the Ying Project, are available in previous recent 43-101 Technical Reports prepared for Silvercorp (Broili, 2004; Broili, 2005; Broili et al, 2006; Xu et.al., 2006).
When Silvercorp acquired its interest in the Ying Project in 2004, the resource estimate for the project was contained solely within the SGX Area. This resource was reviewed and verified in the first Technical Report (Broili, 2004) as follows:
Resource
Category |
Resource
(Tonnes) |
Grade |
In Situ Metal Resource |
Ag (g/t) |
Pb (%) |
Zn (%) |
Ag (ounces) |
Pb (tonnes) |
Zn (tonnes) |
Indicated |
630,100 |
412.66 |
6.57 |
3.18 |
8,359,713 |
41,429 |
20,015 |
Inferred |
6,901,800 |
237.33 |
4.84 |
3.11 |
52,663,286 |
333,983 |
214,390 |
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From 2004 to March 2005, Silvercorp expanded underground workings on five of the veins in the SGX area. Their work during this period consisted of the following:
|
a) |
tunnel enlarging: 1,271 m
|
|
|
b) |
declines: 298 m
|
|
|
c) |
undercut drifting: 1,897 m
|
|
|
d) |
main tunnel: 497 m
|
|
|
e) |
raise: 200 m
|
|
|
f) |
ventilation raise: 102 m
|
|
|
g) |
underground drilling: 15 holes for 1,376 m
|
|
|
h) |
sampling and metallurgical work
|
|
This work substantially upgraded and expanded the resources in the SGX Area. These resources, reported in a second NI 43-101 Technical Report (Broili, 2005), are as follows:
Resource
Category |
Resource
(Tonnes) |
Grade |
In Situ Metal Resources |
Ag (g/t) |
Pb (%) |
Zn (%) |
Ag (ounces) |
Pb (tonnes) |
Zn (tonnes) |
Measured |
229,481 |
1419 |
33.25 |
9.88 |
10,470,661 |
76,314 |
22,675 |
Indicated |
190,671 |
1362 |
32.16 |
10.12 |
8,362,276 |
61,416 |
19,329 |
Inferred |
495,205 |
1539 |
35.01 |
9.56 |
24,502,345 |
173,394 |
47,323 |
From March 2005 to April 2006, Silvercorp continued to expand underground workings in the SGX area, extending their underground exploration to include 14 veins. In addition, reconnaissance exploration was initiated in other areas outside the SGX Area. Work conducted during this period consisted of the following:
|
a) |
tunnel enlarging: 1,467 m
|
|
|
b) |
declines: 817 m
|
|
|
c) |
undercut drifting: 18,888 m
|
|
|
d) |
main tunnel: 5,216 m
|
|
|
e) |
raise: 2,569 m
|
|
|
f) |
ventilation raise: 85 m
|
|
|
g) |
shaft: 658 m
|
|
|
h) |
underground drilling: 79 holes for 12,488 m
|
|
|
i) |
surface drilling: 12 holes for 5,209 m
|
|
|
j) |
sampling and metallurgical work
|
|
Results of this work allowed further upgrading and expansion of the SGX resources, as reported in a third NI 43-101 Technical Report (Broili et.al., 2006). The resource estimate reported in the 2006 report was nearly twice that reported a year earlier in the 2005 report, due largely to the fact that the new estimate was based on parts of 14 veins versus only 5 veins in the previous report. The 2006 resource estimate is as follows:
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27
Mineral Resource Estimates, May 26, 2006
Resource
Category |
thickness
(m) |
Tonnes |
Ag
(g/ t) |
Ag
(oz/t) |
Pb
(%) |
Zn
(%) |
Ag
Equiv*
(g/t) |
Contained Metal Resource |
Ag (oz) |
Pb (t) |
Zn (t) |
Ag Equiv*
(oz) |
Measured |
0.49 |
350,765 |
1,397 |
44.92 |
24.34 |
9.69 |
2,884 |
15,755,537 |
85,381 |
34,001 |
32,524,723 |
Indicated |
0.37 |
460,854 |
1,639 |
52.70 |
28.11 |
7.79 |
3,195 |
24,288,513 |
129,557 |
35,894 |
47,338,605 |
Measured
+
Indicated |
0.42 |
811,620 |
1,535 |
49.34 |
26.48 |
8.61 |
3,061 |
40,044,051 |
214,938 |
69,896 |
79,863,312 |
Inferred |
0.45 |
1,246,013 |
1,426 |
45.86 |
25.47 |
9.38 |
2,946 |
57,143,860 |
317,362 |
116,914 |
118,030,219 |
*Ag Equivalent is calculated using US$6.50/oz Ag, US$0.40/lb Pb, and US$0.45/lb Zn
Calculations reflect gross metal content and have not been adjusted for metallurgical recoveries.
On March 30, 2006, Silvercorp was issued a mining permit for the SGX Area. A third of the 27,574 m of the underground workings completed since the first Technical Report in 2004, were mine development workings sufficient to immediately support production in 10 of 20 stopes on 7 different veins.
At the time of the last previous Technical Report in May, 2006, 16 shrinkage stopes were being mined, 4 additional stopes were planned and 3 hoist-equipped shafts were being sunk at the Ying Project. For this reason, the 2006 Technical Report included detailed scoping-level information (prepared by co-authors Yee, Fong, and Petrina) regarding mine planning and economics. Even assuming that the resource reported above was not increased in size, the report concluded that the Ying Project mining operation would be profitable (Broili, et.al., 2006).
At HPG, a resource generated by tunnelling, diamond drilling and trenching was described and examined by Xu et.al., 2006, however they concluded that no valid resource exists by CIM standards.
The Ying and HPG Projects are within a major west-northwest trending ancient mountain belt known as the Qinling orogenic belt (Figure 1). More than 300 km long, the belt was formed at the joining of two major crustal tectonic plates when these plates collided in Paleozoic time. The tectonic plate to the north, which covers all of Henan Province, is the North China Precambrian plate; the plate on the south, which covers the south half of Hubei Province, Henans southern neighbor, is the Yangtze plate. The rocks along this crustal join, which forms the Qinling orogenic belt, are severely folded and broken by many faults, offering optimal structural conditions for the emplacement of a myriad of mineral deposits, and several operating silver-lead-zinc, in addition to Ying, occur along this belt.
The basement beneath the Qinling orogenic belt consists of highly metamorphosed rock units of Archean-age belonging to the North China Precambrian tectonic plate. The basement consists predominantly of felsic to mafic gneisses with minor amphibolites, intrusive gabbros and diabases. The Qinling belt itself is comprised largely of Proterozoic- to Paleozoic-aged sequences of mafic to felsic volcanic rocks with variable amounts of interbedded clastic and carbonate sedimentary rocks. The Qinling rock units have all been weakly metamorphosed to lower greenschist facies, with local areas of stronger metamorphism to lower amphibolite facies. The metamorphosed Qinling belt and Archean basement rocks are overlain by non-metamorphosed sedimentary rock sequences of Mesozoic- to Cenozoic-age, primarily marls and carbonaceous argillites which are capped locally by sandstone-conglomerate sequences. Major intrusives consist of mafic to felsi
c dikes and stocks of Proterozoic and Mesozoic ages.
50614971.3
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The dominant structures in the Qinling orogenic belt are west-northwest trending folds and faults which were generated when the two major tectonic plates collided in Paleozoic time. The faults consist of numerous thrusts having a component of oblique movement and sets of conjugate shear structures that trend either northwest or northeast. These conjugate shear zones, which display features of brittle fracturing such as fault gouge, brecciation and well-defined slickensides, are associated with all the important mineralization recognized along the 300 km orogenic belt. At least three important north-northeast trending mineralized fault sets are recognized in the Ying Project area: 1) Heigou-Luan-Weimosi, deeply seated fault zone, 2) Waxuezi-Qiaoduan fault zone, and 3) Zhuyangguan-Xiaguan fault zone.
The Ying and HPG Projects are underlain by a highly metamorphosed basement of Archean-age, rocks, mainly mafic to felsic gneisses formed from mafic to felsic volcanic and sedimentary rock units (Fig. 2). The lowest part of the basement gneiss sequence is about 1 km thick and comprised of mafic gneiss with local gabbroic dikes and sills that trend north-northeast and dip 30o to 60o southeast. This sequence is overlain by a much thicker sequence of thin-bedded quartzo-feldspathic gneiss, which is bounded on the north and west by Proterozoic-age andesitic greenstones along a very high-angle (>70
6;) detachment fault-shear zone. The greenstones have been folded and dip steeply toward the northeast and southwest.
The basement rocks are locally intruded by small granite porphyry stocks of Proterozoic to Paleozoic age and are extensively cut by northeast-trending, high-angle, mostly west-dipping conjugate faults. These faults are sometimes filled with younger andesitic to basaltic diabase dikes, resulting in dike swarms. Continued movement on these same faults has provided openings which are sites for all of the important silver-lead-zinc mineralization in the Project area.
The targeted deposit types in the Ying and HPG Projects are mesothermal silver-lead-zinc veins as described by Waldemar Lindgren (1933), more recently termed Cordilleran vein type deposits by Guilbert and Park (1986), silver-lead-zinc veins in clastic metasedimentary terranes by Beaudoin and Sangster (1992), or polymetallic Ag-Pb-Zn±Au veins by Lefebure and Church (1996). Mesothermal vein systems are formed at considerable depth (from 600 m to 4000 m or more) by hydrothermal processes in a temperature range of 200o C to 300o C.
Classic deposits of this type include the Coeur dAlene silver district in northern Idaho, U.S.A., one of the largest silver-lead-zinc districts in the world (Park & MacDiarmid, 1970). Other examples include the Kokanee Range and Keno Hill, Canada, the Harz Mountains and Freiberg, Germany and Príbram, Czechoslovakia (Beaudoin and Sangster, 1992).
Common characteristics of these Ag-Pb-Zn-Au vein systems are as follows:
-
Usually occur in thick sequences of metamorphosed clastic sedimentary rocks or intermediate to felsic volcanic rocks, but can occur in almost any type of host rock (Lefebure and Church, 1996).
-
Usually occur in areas of strong structural deformation in brittle and brecciated rock units. Mineralization is in altered country rock parallel to anticlinal axes and faults (Park & MacDiarmid, 1970; Sorenson, 1951; McKinstry and Svendsen, 1942).
-
Often found proximal to igneous rocks, either spatially or genetically, but not to intrusions related to porphyry-copper mineralization (Beaudoin and Sangster, 1992). Many veins are associated with dikes which follow the same structures (Lefebure and Church, 1996).
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-
Exhibit strong structural control, generally occurring as steep-dipping, narrow, tabular or splayed fissure veins, commonly as sets of parallel and offset veins. Individual veins range from centimetres up to more than 3 m wide, and generally continuous along strike for a few hundred to more than 1000 m in length and depth. Can be 10 m wide or more in stockwork zones (Lefebure and Church, 1996).
-
Veins often display crustiform textures (mineral banding) (Bateman, 1951), locally with open space drusy quartz, cockade and/or collofrom textures. Sulfides are confined to the veins and occur as granular masses, coarse-grained patches and/or disseminations.
-
Wall rock alteration is typically limited in extent usually only a few to several meters and consists of sericite, quartz, siderite, ankerite, pyrite and K-feldspar within or proximate to the veins, and chlorite, clay and calcite more distal to the veins.
-
Common ore minerals are galena (PbS), sphalerite (ZnS) and tetrahedrite (Cu,Fe)12Sb4S13 with lesser amounts of chalcopyrite (CuFeS2), pyrargyrite (Ag3SbS3) or other sulfosalts. Small amounts of acanthite (AgS2) and native silver may occur but most silver in the veins is contained as inclusions in galena or tetrahedrite (silver-bearing tetrahedrite is also known as freibergite). Copper and gold may increase at depth. Common gangue minerals are quartz, pyrite (FeS2) and carbonate usually siderite (FeCO3) or ankerite (Ca(Fe,Mg,Mn)(CO3)2) with distal calcite (Park & MacDiarmid, 1970; Lefebure and Church, 1996).
-
In some cases, mineral zones are formed by multiple hydrothermal events or a telescoped single event rather than zoning about a single point (Beaudoin and Sangster, 1992)
-
Individual vein systems range from several hundred to several million tonnes grading from 5 to 1,500 g/t Ag, 0.5 to 20% Pb and 0.5 to 8% Zn, with exceptional veins being even richer. The larger vein systems continue to be attractive targets because of their high grades and relatively easy beneficiation (Lefebure and Church, 1996).
5.8 |
Mineralization and Alteration |
The 53-square kilometre Ying and HPG Project blocks are crossed by a myriad of mesothermal silver-lead-zinc-gold rich quartz-carbonate veins in steeply-dipping fault-fissure zones which cut Precambrian gneiss and greenstone (Fig. 3). To date, Silvercorps exploration-development activities have focused on three target areas at Ying:
-
SGX a 9 km2 area immediately south of the Guxia Reservoir,
-
HPG a 6 km2 area east of the SGX Area, and
-
HZG a 2 km2 area adjoining the SGX Area on the south.
Of these three target areas, the SGX Area has received the most attention. At least 28 mineralized vein structures have been identified and mapped in the SGX Area to date, and resources have been defined in 18 of these, compared with only 14 veins with resources a year ago (Broili, et.al., 2006). Additionally more than 20 mineralized veins have been identified in the HPG Area and resources have been defined in 7 of these. New resources have also been defined in 4 veins in the HZG area. A year ago, neither of these two target areas were credited with reportable resources. Because none of the current three target areas have yet been fully explored, it is quite likely that continuing work in these areas will find new veins as well as new mineralized shoots in known veins. Future work will almost certainly find new veins in these areas and continue to find new shoots in the already known veins. Further, these three target areas to
gether comprise
50614971.3
30
only a small part of the large Ying Project block; it is likely that exploration will find other important new target areas with mineralized vein systems elsewhere on the block.
Structurally, the Ying-HPG vein systems all appear to be generally similar, occupying steeply-dipping fault-fissure zones which trend most commonly northeast-southwest, less commonly north-south, and rarely east-west (Fig. 3). The structures extend for hundreds to a few thousand meters along strike and are often filled by altered andesite or diabase dikes together with quartz-carbonate veins, or are mapped as discrete zones of altered bedrock (mainly gneiss) with local selvages of quartz-carbonate veinlets. At the surface, a third to half of the exposed structures are conspicuously mineralized as well as altered.
The veins occur as steeply-dipping, narrow, tabular or splayed veins, commonly as sets of parallel and offset veins. Individual veins along the structures thin and thicken abruptly, from a few centimetres up to a few meters in width, in classic pinch-and-swell fashion. The pinching and swelling are the result of flexural irregularities from movement along the structure, with swells representing zones of dilation (Figs. 5 & 10). The dilation zones (swells) are often sites of high-grade pockets or ore shoots. At the Ying Project, these ore shoots range from 30 m to 60 m or more in vertical and horizontal dimensions over vein widths ranging from 0.4 m to 3.0 m. Commonly the vertical dimension of the Ying Project shoots is greater often twice or more than the horizontal dimension. In long-sections constructed along the veins, many of these shoots are seen to have a
steep, non-vertical rake.
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Update on the Ying Silver-Lead-Zinc and HPG Gold-Silver-Lead Projects, Henan Province, China |
August 16, 2007 |
Silvercorp Metals Inc. |
|
Figure 3: Property Geology and Vein Locations
50614971.3
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Although veins in each of the three target areas in the Ying and HPG Projects are structurally similar, there are differences in the mineralization observed in each area. The mineral differences between the areas are due possibly to different generations of mineralization or are the results of district-wide mineral zonation at different levels of exposure; analogous perhaps to broad-scale zonation patterns observed in other mesothermal silver-lead-zinc districts such as the Coeur dAlene district, U.S.A.
SGX Area
The SGX Area is the most extensively explored target area to date with at least 28 veins identified to date and high-grade mineralization currently defined in 18 of these veins (Fig. 4). Sampling in exploration and development workings at various levels in these mineralized vein structures indicates that approximately 27 percent of the material filling these veins is highly mineralized, ranging from 0.2 m to more than 1 m in width (average 0.4 m) and containing an average of about 25% galena and 12% sphalerite. Other metallic minerals present in much smaller amounts include pyrite, chalcopyrite and hematite, with very sparse amounts of wire silver, silver-bearing sulfosalts (mainly the mineral pyrargyrite), silver-bearing tetrahedrite (known as freibergite) and possibly acanthite (a silver sulfide).
The metallic minerals are confined to the veins, occurring as massive accumulations or as disseminations. Much of the galena in the SGX veins occurs in massive tabular lenses consisting of coarse crystalline aggregates to fine, granular steel galena. These bodies can be up to 1 meter thick and 100 m or more in vertical and horizontal dimensions. Sphalerite consists of the dark-colored, iron-bearing variety (also known as blackjack sphalerite) and occurs as coarse bands or aggregates with the galena. Alternating bands of galena, sphalerite, pyrite and quartz are common near the vein margins (Fig. 4a).
Most of the silver in the SGX veins is probably present as microscopic inclusions in the galena. Silver occurs at a reasonably consistent ratio with lead, ranging from 45 to 65 grams silver (1.4 to 2.1 troy ounces) for each percent lead. Ag:Pb and Zn:Pb metal ratios using tonnes contained metal and calculated as (Ag*100)/((Ag*100)+Pb) and Pb/(Pb+Zn), in the SGX veins are 0.36 and 0.74, respectively, very close to the Coeur dAlene ratios of 0.29 and 0.72, and generally within the 0.22 0.63 and 0.51 0.72 ratio ranges considered to be characteristic of the silver-lead-zinc vein deposit model summarized previously in this report (Beaudoin and Sangster, 1992).
50614971.3
BK Exploration Associates |
33 |
|
Figure 4: Tunnel and Veins at SGX Area
50614971.3
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Several shoots in some of the SGX veins contain from 92 to 165 grams silver for each percent lead, much greater amounts of silver relative to lead than the usual range noted above for SGX veins. Much of the silver in these shoots may possibly be carried as a silver-rich, non-lead-bearing mineral such as freibergite, which is a dark-colored metallic mineral that could easily be hidden within metallic granular masses of galena. Not surprisingly, these same shoots contain up to several percent of potentially valuable copper, which is a major constituent of freibergite. Exploration in the SGX veins to date has found very little gold except for the short S7-2 vein in the eastern part of the target area which contains from 4.4 to 8.9 g/t gold, but very little silver, lead or zinc.
Gangue in the SGX vein systems consists mostly of quartz-carbonate minerals with occasional inclusions of altered wall-rock. The carbonate is dominantly ankerite in contrast to siderite which is the most common carbonate gangue mineral in many mesothermal silver-lead-zinc districts. In the Coeur dAlene district, for example, siderite is closely associated with the sulfide ore minerals, ankerite occurs farther away from the ore, and calcite is present as a distal carbonate mineral.
Wall rock alteration commonly consists of a myriad of quartz veinlets accompanied by sericite, chlorite, silicification and ankerite on fractures. There is also some retrograde alteration, expressed as epidote along fractures. The vein systems appear to persist or even strengthen at depth with many veins exposed in the underground workings often significantly richer in silver-lead-zinc than the same veins exposed at the surface. This suggests that the mineralization is either leached from the surface outcroppings or, more likely, is zoned and becomes richer at depth (Broili et.al., 2006).
HPG Area
More than 20 mineralized veins have been identified in the HPG Area (Fig. 9). To date, Silvercorp has defined low-grade resources in 7 of these veins. Sampling at various levels in workings along these vein structures indicates that from 27% to 50% or more of the vein material is mineralized, ranging from 0.2 m to 5.2 m in width, averaging 0.96 m.
The veins occur in relatively permeable fault-fissure zones and are extensively oxidized from the surface to depths of about 80 m. Within this zone, the veins show many open spaces with conspicuous boxwork lattice textures resulting from the leaching and oxidation of sulfide minerals. Secondary minerals present in varying amounts in this zone include cerussite, malachite and limonite. Beneath this oxide zone, sulfide minerals are mixed with secondary oxide minerals in the vein, with sulfides becoming increasingly abundant downward to about 150 m depth, beyond which fresh sulfides are present with little or no oxidation.
The dominant sulfides are galena, typically comprising a few percent to 10% of the vein, together with a few percent sphalerite, pyrite, chalcopyrite and freibergite-tetrahedrite. Other metallic minerals in much smaller amounts include argentite, native silver, bornite and various sulfosalts. The minerals occur in narrow massive bands, veinlets or as disseminations in the gangue. Gangue minerals include quartz, sericite and carbonate, occurring as dolomite and calcite with some ankerite.
50614971.3
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Figure 4(a): Photos of SGX Samples
50614971.3
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Most of the HPG veins contain significant amounts of gold, often 1.0 to 4.0 g/t Au or more over widths up to 1 meter, distinctly more than veins typical of the other two Ying Project target areas. The HPG veins, which trend northeast-southwest, are crossed by a 1-km long, northwest-southeast trending breccia body which caps a ridge across the vein trend. The breccia locally carries from 1.86 to 2.77 g/t gold over widths of 3.0 to 7.5 m. Additionally, strongly anomalous amounts of gold (up to 30 g/t gold over 2.5 m widths) are locally associated with a several-kilometre long north-south diabase dike(?) that lies just south of the principal HPG vein swarm.
Alteration minerals associated the HPG vein systems include silica, sericite, pyrite and chlorite, together with clay minerals and limonite. Silicification is common near the center of the veins, chlorite and sericite occur near and slightly beyond the vein margins.
HZG Area
In the HZG area, 4 mineralized veins have been identified to date. The mineralization comprises from 14 to 23% of these veins over widths ranging from 0.3 to 0.8 m, averaging 0.78 m. The HZG veins contain distinctly more copper than the veins of the other two Ying target areas, with the largest vein yet defined at HZG, the HZ20 vein, containing an average of 1.19% copper, carried mostly in chalcopyrite and tetrahedrite. The tetrahedrite occurs commonly as lensoidal masses, probably filled tension gashes, which are distributed in relay-like fashion near the vein margins and in ladder-like fashion in the center of the vein. Chalcopyrite is present as disseminated crystals in the gangue and in the tetrahedrite. Other sulfides include galena (up to several percent locally) and pyrite.
The gangue is predominantly quartz-ankerite with conspicuous amounts of bright green fuchsite (a chrome-bearing muscovite). Fuchsite is especially abundant near the vein margins. The contact of the vein with wallrocks is sharp and marked by shearing and gouge. The most distinctive feature of alteration in the HZG veins compared with veins in the SGX and HPG areas is the presence of fuchsite, which is common in many greenstone-related, mesothermal gold districts.
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Figure 5: Cross Section on Exploration Line 56
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Starting in 2006, Silvercorp focused detailed exploration-development activities on three separate target areas: SGX, HZG and HPG. The exploration work completed by Silvercorp from May 2006 to June 2007 in these three areas is summarized as follows.
SGX Area Most of Silvercorps recent exploration work has been confined to the tunnelling and drilling programs in the SGX Area now covered by a mining license. The details of this is included in Chapter 11, Tunnelling and Drilling, of the Ying and HPG Report. Most of the surface exploration at SGX was done in past years, so very little was done during the past year.
Underground exploration-development activities in the SGX Area included expanding the workings on 18 veins. Work accomplished during this period includes:
|
a) |
tunnel enlarging: 0 m
|
|
|
b) |
declines: 940 m
|
|
|
c) |
undercut drifting: 16,450 m
|
|
|
d) |
main tunnel: 680 m
|
|
|
e) |
raise: 1,593 m
|
|
|
f) |
ventilation raise: 1,077 m
|
|
|
g) |
shaft: 717 m
|
|
|
h) |
underground drilling: 134 holes for 44,143 m
|
|
|
i) |
surface drilling: 18 holes for 8,260 m
|
|
|
j) |
sampling and metallurgical work.
|
|
HZG Area Surface mapping and sampling were started on the HZG veins (south of SGX). Many of the altered structures and veins identified by this work were subsequently tested by drilling or extending the underground workings on 4 veins. Details of this work is included in Chapter 11 of the Ying and HPG Report (Tunnelling and Drilling), a summary listing of this work is as follows:
|
a) |
tunnel enlarging: 139 m
|
|
|
b) |
declines: 117 m
|
|
|
c) |
undercut drifting: 2,093 m
|
|
|
d) |
main tunnel: 1,236 m
|
|
|
e) |
raise: 17 m
|
|
|
f) |
ventilation raise: 0 m
|
|
|
g) |
shaft: 0 m
|
|
|
h) |
underground drilling: 2 holes for 329 m
|
|
|
i) |
surface drilling: 18 holes for 6,017 m
|
|
|
j) |
sampling and metallurgical work.
|
|
HPG Area Some surface mapping and sampling was also done in the HPG areas. Altered structures and veins were subsequently tested by drilling or extending the underground workings on 7 veins. Details of this work is included in Chapter 11 of the Ying and HPG Report (Tunnelling and Drilling), a summary listing of this work is as follows:
|
a) |
tunnel enlarging: 0 m
|
|
|
b) |
declines: 0 m
|
|
|
c) |
undercut drifting: 2,740 m
|
|
|
d) |
main tunnel: 1,523 m
|
|
|
e) |
raise: 201 m
|
|
50614971.3
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|
f) |
ventilation raise: 0 m
|
|
|
g) |
shaft: 0 m
|
|
|
h) |
underground drilling: 0 holes for 0 m
|
|
|
i) |
surface drilling: 2 holes for 760 m
|
|
|
j) |
sampling and metallurgical work.
|
|
5.12 |
Reconnaissance exploration in new areas on the Ying Project |
Recent surface exploration has focused on two nearby areas: (1) the XM Area, immediately northwest of the HPG area and 3.5 km northeast of SGX camp, and (2) the RHW Area adjacent to the northeast boundary of the Ying Project, about 10 km northeast of the main SGX camp.
XM Area
The XM Area is underlain by Archean gneiss intruded by Proterozoic diabase dikes and Mesozoic granite porphyry stocks (Fig. 3). A thrust fault along the north flank of the area separates a footwall of Archean gneiss from a hanging wall of Proterozoic andesite. Soil geochemistry has outlined a north-northeast trending Au-Ag-Pb-Zn anomaly about 0.3 km2 in size. Three high-grade Au-Ag-Pb-Zn veins (H15, H17, and H32) that extend from the HPG Area into the XM Area are considered prime exploration targets.
Since 2004, Silvercorp has completed 3 km2 geologic mapping at 1:10,000 scale, 42 m of trenching, 630 m of tunnelling, 479 m of drilling (2 holes), and collected 299 samples in the XM Area. This work has identified 16 quartz-pyrite veins trending northeast or north-south and ranging from 70 to 1,200 m in length and 0.2 to 26.8 m in width. The most significant veins are X1, X8, and X11, which is the northern extension of the H32 vein from the HPG mine. Drill hole ZK001 intersected a 12.6 m wide zone of quartz-pyrite with anomalous gold and silver.
Tunnel sampling and drilling have examined two veins, X1 and X11, across true widths of 0.38 to 1.05 m containing 11.1 to 59.9 g/t silver, 0.20 to 1.90 g/t gold, occasional high lead values up to 4.90% and sparse zinc. The X1 vein was sampled from several different underground tunnels scattered along 553m of strike between the 697 and 744 m levels and the X11 vein was sampled at the 750m level along 29 m of strike.
RHW Area
The RHW Area includes 6.39 km2 of very rugged, forested hills (Fig 3). Previous surface mapping, trenching and limited tunnelling by the Henan Non-ferrous Metals Geological Bureau defined five NE-trending mineralized veins and one N-S mineralized vein. The veins range from 460 to 3,600 m in length and are 0.3 to 2.0 m wide. The best sample interval was cut on vein C8 over a 1.5m width containing 1,161 g/t silver, 1.15 g/t gold, and 6.06% lead.
In October, 2006, Silvercorp started the following exploration:
|
(a) |
0.3 km2 of surface geological mapping at 1:10,000 scale,
|
|
|
(b) |
1,496 m of underground geological mapping and sampling (66 samples) in artisanal tunnels,
|
|
|
(c) |
drilled 7 diamond core holes (1,981 m) resulting in 205 core samples.
|
|
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Dimension and characteristics of the 5 veins are described as follows:
Vein# |
Strike
Direction |
Strike
Length
(m) |
Dip
Direction |
Dip
Depth
(m) |
Dip
Angles |
True
Width
(m) |
Ag
(g/t) |
Pb
(%) |
Zn
(%) |
Au
(g/t) |
Cu (%) |
C4 |
NE |
3600 |
NW |
To be explored |
55-75 |
0.5-2.0 |
30-728 |
0.14 - 7.11 |
n/a |
0.11 - 12.05 |
n/a |
C6 |
NE |
500 |
NW |
To be explored |
65-75 |
0.50-1 |
1-6 |
0.02 - 0.35 |
n/a |
0.1 - 0.23 |
n/a |
C8 |
NE |
1800 |
NW |
>200 |
40-70 |
0.1-1.5 |
1-1161 |
0.21 - 8.33 |
0.20 - 1.16 |
0-24.3 |
0.01-2.53 |
C9 |
NS |
650 |
W |
>300 |
25-65 |
0.4-0.8 |
1- 152 |
<0.78 |
0.01 - 1.09 |
0 - 14.35 |
n/a |
C10 |
EW |
>1700 |
N |
>50 |
10-30 |
5-30 |
1-15 |
<0.1 |
<0.1 |
0.34 - 1.53 |
n/a |
Extensive exploration was initiated on the C8 and C9 veins. The C8 vein was defined by 3 drill holes and the mapping and sampling of 5 artisanal tunnels. Drilling and tunnel sample assays are listed in the tables below. Assay results for hole ZK002 are pending, however 0.10 m (true thickness) of massive galena was intersected in this hole.
Tunnel and drilling found C8 vein has over 1000 m strike ranging from 0.1 to 0.5 m wide with up to 490 g/t Ag, 8.3% Pb, 2.9% Zn, 2.5% Cu and 24.3 g/t Au.
In addition to surface trenching, the C9 vein was further defined by 2 diamond dill holes and by mapping and sampling artisanal tunnels on three levels (841 m, 833 m, 800 m). Several old stopes up to 20 m high and 169 m long were encountered on the 641 m and 833 m levels. Tunnel and drilling found the C9 vein has over 200 m strike ranging from 0.2 to 1.0 m wide with up to 152 g/t Ag, 8.7% Pb, 4.1% Zn and 14.4 g/t Au.
5.13 |
Tunnelling and Drilling |
The third phase program initiated about a year ago with a capital budget of US$13.5 million focused on underground exploration-development in three Ying and HPG Project target areas and in constructing the new mill at the Ying Project. Previous work on the Ying Project, specifically tunneling and drilling, is described in detail in the last previous technical report by Broili, et.al. (2006).
Since the last technical report, exploration has been extended to the south of SGX into the HZG Area and to the east of SGX into the HPG Area, recently acquired by Silvercorp. The HZG Area consists of additional parallel westerly dipping veins located east of the SGX S8 vein, which is the easternmost major vein in the SGX Area. The recently acquired HPG Area consists of parallel westerly dipping veins located east of the SGX S8 vein. These veins might be extensions of the HZG veins from the southwest, but because they are 4 to 5 km away the connection between the two areas is tenuous at this time. The HPG Area is apparently richer in gold than the SGX and HZG Areas, and the HZG Area appears to be richer in copper than the SGX or HPG Areas.
SGX Area
S2 and S2E Veins A 41m long section of raise was completed on the S2 and S2E veins from the 460m level through access tunnel CM103. The S2 vein was intersected with 3 drill holes (ZK1007, ZK1207, and ZK0606) and significant Ag-Pb-Zn mineralization was encountered at levels 442m, 463m, and 483m. Massive galena was cut in the S2E vein in hole ZK1807 at the 357m level.
S4 Vein No significant new drilling or tunnelling was done on this vein during the past year.
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41
S5, S8-2 and S21W Veins Minor tunnelling and drilling defined some small resources on these veins.
S6 Vein Significant resources were added by tunnelling on the 480m level from the CM102 access tunnel.
S7 Vein Significant resources were added by underground drilling and tunnelling.
S7-1 Vein Explored by tunnelling at the 600m and 560m levels through main access tunnels PD700 and CM103. More than 82 m of massive galena is exposed in a 110 m drift on the 600m level, and a 126 m drift on the 560m level exposes 76 m of massive galena. Three drill holes (ZK14A02, ZK5105, and ZK5504) hit significant Ag-Pb-Zn mineralization at the 393, 468 and 482m levels, which extends significantly the down-dip extension of the vein.
S7-3 Vein This vein does not crop out at the surface. It was discovered by tunnelling and surface drilling and has not yet been fully defined. It splays off the S7-1 vein a few meters east and extends NE with a 65 to 80Ú SW dip. A drift along the vein exposes more than 42 m of continuous massive galena. Three surface drill holes intersect the vein with one hole hitting 0.37 m of massive galena grading 2,711 g/t Ag, 23.03% Pb, and 13.18% Zn at the 374m level. Another hole hit a 1.35 m wide shear zone on level 186 m, which indicates the vein may extend at least 400 m deeper.
S8 Vein 989 m of tunnelling was completed, including: 6 raises totalling 162 m; 131 m of drift on the 705m level in tunnel CM104; 292 m of drift on the 640m level in CM101; 58 m of drift on the 600m level in PD66; and 346 m of drift on the 510m level in YPD01 at the YLG camp,
S8E Vein This vein, a splay immediately east of the S8 vein, extends more than 400 m NE-SW along strike and dips both SE and NE. It is delineated with a total of 52 m of raises, 50 m of crosscuts, and 540 m of drifting on the 640m and 700m levels through the CM101 and CM104 tunnels.
S14 Vein An 82 m drift and two raises totaling 100 m were completed from the 480m level through the main CM102 access tunnel. Tunneling along the vein to the south at this has exposed more massive galena which suggests that the mineralization may continue even further south.
Diamond drilling has extended the mineralized portion of the S14 vein and is expected to upgrade a large portion of the existing Inferred resources to Indicated and to add more Inferred resources. Drill hole ZK814 is noteworthy, cutting cut two additional veins (S14-2 and S14-3) which contain up to 1,314 g/t equivalent silver less than 10 m east of the S14 vein. The full extents of these new veins have yet to be defined. A total of 22 holes (5,735 m) have been completed on the S14 vein of which 16 have intersected more than 100 g/t equivalent-silver. Ten holes hit massive galena over core lengths of 0.30 to 1.15 m a drill success rate of almost 50%. These holes were drilled on 50 X 80 m spacings from the 268m to 444m levels between grid sections 0 to 18.
S16E Vein 371m of tunnelling was completed at four levels: 79m on the 680m level from PD680, 47 m on the 640m level from CM101, 11 m on the 570m level and 206m on the 534m level 534 through CM102. A 29 m raise was driven on the 570m level from CM102. Massive galen is exposed in the drift on the 534m level and in the raise.
S16E1 Vein The S16E1 vein splays east off the S16E vein. It was discovered by underground drilling and has been defined by drilling and by tunnelling through access tunnel CM102. Seven drill holes and tunnelling on three different levels indicate the vein extends for more than 200 m both along strike and to depth.
50614971.3
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S16E2 Vein Located 7 to 8 m east of the S16E1 vein, the S16E2 vein is a splay off the S16E vein and extends for 200m along strike. The vein was intersected by a crosscut from CM102 on the 610m level and followed by an 18 m drift. Drill hole ZK133 intersected the vein at the 573m level.
S16E3 Vein The S16E3 vein, a splay to the west off the S16E vein, extends for more than 150m NE along strike and for more than 80 m down dip (55 to 70° SW).
S16W Vein The S16W vein was explored by 227 m of drifts on four levels (680m, 650m, 570m, and 534m), 141 m of crosscuts, and 141 m of raises. The majority of the drift on the 534m level and all five raises contain from 0.1 to 2.6 m (true width) of massive galena.
S16W1 Vein Explored on the 680m and 534m levels, with 84 m of drift, 32 m of raise, and 33 m of crosscutting completed on the 680m level. Massive galena is exposed in drawpoints developed on the 534m level in access tunnel CM102.
S21 Vein Additional high-grade massive galena was found with drilling and tunnelling on the S21 vein. The vein has now been mapped for 1,500 meters at the surface. Tunnelling and drilling is focused on a 1,000-m long x 500-m high section of the vein. Tunnels have been completed on levels 680m, 640m, 580m, and 560m through the main access tunnels CM101, CM102, CM103, and PD680 (SGX camp) and YPD01 (YLG camp). Access tunnels include 1,434 m of drifts along the vein, 332 m of cross-cuts, and 86 m of raises. Tunnelling and drilling have defined 4 massive galena bodies 0.20 to 1.43 m wide, 25 to 256 m long and extending 170 to 450 m down dip.
Significant assay results from the new tunnels and the 15 drill holes completed August through December, 2006, include:
-
6,823 g/t silver (=219 oz/t silver) with 36.58% lead and 19.94% zinc over a true width of 0.7m were intersected in a raise on the 699m level,
-
993 g/t (31.92 oz/t) silver, 71.19% lead, and 3.20% zinc were intersected over 0.35 m (core length) of massive galena in drill hole ZK6006 at the 299m level
-
1,585 g/t (50.96 oz/t) silver, 47.51% lead and 10.8% zinc were intersected over 0.55 m (core length) of massive galena in drill hole ZK7406 at the 543m level.
HZG area
HZ10 Vein Mapped at the surface and in underground workings, the HZ10 vein extends for 600m north-south along strike and dips 65 to 89° east. A surface drill hole (ZK1290) intersected the vein on the level 567 m level, indicating that the vein extends at least 210 m down-dip.
HZ12 Vein This vein, located approximately 150 m southeast of the HZ10 vein, extends for northeast along strike for more than 225 m and extends steeply down-dip to the SE for more than 107 m. A surface drill hole (ZK13503) hit the vein on the 693m level, intersecting 0.4 m (apparent thickness) of 312 g/t (10.03 oz/t) silver, 0.33% lead and 0.22% zinc.
HZ20 Vein Located approximately 800 m east of the HZ10 vein, HZ20 is the most significant vein yet discovered in the HZG Area. It has been defined by 22 drill holes from the surface and 3 underground drill holes and extends north-south for more than 1845 m along strike and dips dipping steeply east to a depth of more than 300 m. Eight surface drill holes have intersected significant silver-lead-copper mineralization from levels 600 to 780 m over true widths of 0.20 to 2.22 m. Tunnels on levels 840 m and 890 m also intersect the vein. Two mineralized zones have been defined by drilling and tunnelling. The first zone is 85 m long, 310 m
50614971.3
43
deep, and 1.39 m wide and averages 385 g/t Ag, 0.14% Pb, 0.32% Zn, and 1.11% Cu. The second zone extends 290 m along strike, 230 m down dip, is 0.31 m thick and averages 1107 g/t Ag, 3.03% Pb, 0.47% Zn, 1.25% Cu.
HZ22 Vein More than 900 m of vein, striking north-northeast and dipping east-southeast at 60 to 70Ú, have been delineated by surface mapping. The vein is 860 m southeast of the HZ10 vein is sub-parallel to the HZ20 vein. Its width ranges from 0.4 to 1.2 m.
HPG Area
Exploration activities on this recently acquired property have focused on the most easily accessible veins such as H15 and H17. Exploration and mine development utilize 10 main access tunnels PD2, PD3, PD630, PD638, PD698, PD720, HPD29, HPD30, HPD640, and HPD850. Most of the exploration-development work has used the PD3 access tunnel which has 4 declines from the 600m level to the 340m level. 2,445 m of exploration tunnels and 4 surface drill holes (750 m) had been completed by May 25, 2007, resulting in the discovery of several new ore shoot. Significant assay results from the tunnelling are:
-
m (true width) with 1.15 g/t gold, 120 g/t silver and 13.80% lead in a tunnel in the H15 vein on the 420m level;
-
0.4 (true width) of massive galena containing 5.03 g/t gold, 766 g/t silver and 17.23% lead in a tunnel on the H15-1 vein on the 735m level;
-
2.5 m (true width) of massive galena containing 1.03 g/t gold, 415 g/t silver and 50.89% lead and 4.4 m (true width) with 3.37 g/t gold, 176 g/t silver, 7.86% lead and 1.49% zinc in the H17 vein on the 360m level;
-
0.25 m (true width) with 125 g/t silver, 26.19% lead and 1.28% zinc in a tunnel in the H32 vein on the 688m level.
H5 Vein The H5 vein trends NE, dips steeply NW and has been mapped for about 480 m at the surface with widths ranging from 0.25 to 1.70 m. It has been explored by 171 m of tunnels completed from the 460m level through the main access tunnel PD3.
H12 Vein Tunnels on the 645m level found a thin vein with a small resource.
H15 Vein 427 m of tunnels have been completed through main access tunnels PD3, PD630, and PD698. Significant Au, Ag, Pb and Zn mineralization having a true width of 1.4 m is exposed in 113 m of drift in the PD3 tunnel at the 432m level. The vein has also been intersected by cross-cut tunnels on the 630m and 698m levels.
H15-1 Vein Gold-silver-lead mineralization extends NE more than 340 m along strike and dips 70° NW. Exploration includes 129 m of drift along PD720 at the 720m level and 17.4 m of drift through PD630 at the 630m level.
H17 Vein 422 m of tunnels have been completed through the PD3 access tunnel on the 460m, 380m and 340m levels. Significant Au-Ag-Pb-Zn mineralization including massive galena has been intersected, including 4.4 m (true width) of high-grade containing 3.37 g/t gold, 176 g/t silver, 7.86% lead and 1.49% zinc on the 380m level, and 1.1 m (true width) of 6.02 g/t gold and 84.3 g/t silver in 32m of drifts on the 720m level.
H18 Vein A 0.5 m wide vein averaging 4.15 g/t gold was found in tunnels on the 720m level.
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H32 Vein Surface mapping found 240 m of N-S trending vein, dipping 60 to 70° E. Tunnels totalling 204 m have intersected significant mineralization including a 110 m drift on the 688m level accessed through PD688 and a 62 m raise to the 688m level through PD638. Assay results are pending.
B1 Vein A 5.18 m wide breccia averaging 2.13 g/t gold (but very little silver-lead-zinc) was discovered by tunnelling on the 640m level.
5.14 |
Sampling Method and Approach |
Most tunnel sampling at the Ying and HPG Projects is continuous chip sampling with some minor channel sampling. The chip sampling consists of continuous chips across the vein, yielding a 2 to 5 kg sample depending upon the width of the vein. The channel samples are cut 10 cm wide and 5 cm deep, yielding a 2 to 10 kg sample for each 0.1 to 1.0 m interval, depending upon the width of the vein. The channel or chip samples collected across the vein are taken at 5 to 7 m intervals along the vein where there is evidence of mineralization or significant alteration.
All drill core from the Ying and HPG Projects, from both underground and surface drilling, are NQ-size core (4.8 cm diameter). The core is logged initially at the drill site and the mineralized or favourably altered intervals are hauled to the surface core shack where it is logged, photographed and sampled in detail. Samples are taken by cutting the core in half, one piece at a time, with a diamond saw. One half of the core is returned to the core box for archival storage, the other half is placed in a labelled cotton bag with the sample number written on the bag. The bagged core sample is then shipped to the laboratory for assaying.
Individual samples, whether taken underground as continuous chip or channel samples or taken from drill core, are from veins that range from 0.1 m to 1.5 m in width. The veins consist of either massive sulfides or sulfide-bearing quartz-ankerite and can be easily identified and separately sampled from non-mineralized wall rock.
Core recoveries are determined by measuring the actual amount of core recovered vs. the length of the drilled interval from which the core was obtained. Core recoveries (calculated as percentage) are documented in the log. The only core recoveries of relevance are those of core taken across the mineralized veins. In general, the recoveries range from acceptable to excellent, although it appears the recoveries vary somewhat from vein to vein. For example, veins S16, S7 and S8 and their satellite veins have lower core recoveries (88 to 91%) than veins S2, S6, S14 and S21 (95 to 98%). This suggests that either the vein or wall-rock adjacent to the veins is more broken in the S16, S7 and S8 areas than the other vein areas.
Samples appear to have no sampling or recovery difficulties that would effect the reliability of results. The samples appear to be representative and results of check samples show no evidence of sample bias. Rocks sampled underground or in drill core are sulfide-rich veins that follow structures (faults). These veins are easily identified because of their bright metallic sulfides and they can be sampled with little difficulty.
The determinations of the true widths of sample intervals are a consideration only with the drill core samples. The angle of the vein to core is determined by using the vein to core angles and cross-sectional correlations to determine the dip of the veins. The apparent thickness is then corrected to true thickness using simple trigonometry.
5.15 |
Sample Preparation, Analyses and Security |
Tunnel samples are taken at regular intervals and entail taking a certain volume of sample across the vein, depending upon the vein width. No splitting of these samples is done prior to being sent to the laboratory. However, the core is split by a diamond saw with one-half of the core sent to the laboratory for analysis and
50614971.3
45
the other half retained for archive. The samples are individually secured in sample bags and then collectively secured in rice bags for shipment to the laboratory. Employees of Henan Found, the subsidiary of Silvercorp, collect the tunnel samples and split the core for sampling. No officer or director of either Silvercorp or Henan Found has contact with any of these samples prior to shipment to the laboratory.
All samples are prepared and analyzed by Langfang Institute of Geochemical and Geophysical Exploration, an ISO 9001 certified laboratory located in Langfang, Hebei Province, approximately 60 km from Beijing.
The sample preparation consists of drying, crushing and splitting of the sample with a riffle splitter to 150 g, then pulverizing the sample to 200 mesh. Lead, zinc, copper, silver and gold are all analyzed with an Atomic Absorption Spectrometer after a 3-hour hot aqua regia digestion on a 30 g split of the pulverized portion. A gravimetric finish is done on samples with silver values in excess of 1,500 g/t. On samples containing more than 30% lead, an acid dissolution and titration is used to complete the analysis. Langfangs lower detection limits are 100 parts-per-billion (ppb) for gold, 3 g/t for silver, 0.03% for lead and zinc, and 0.02% for copper.
Silvercorps check procedures include (a) inserting standards in the sample batches submitted to the Lanfang lab or a regular basis, (b) submitting duplicate pulps to the Langfang lab on a regular basis, and (c) submitting duplicate pulps to an independent external lab on an intermittent basis.
Details of these check procedures are offered in the previous Technical Report on the Ying Project (Broili, et.al., 2006). In general:
-
Standards included in samples sent to Langfang have been within 3% for the lead, zinc and silver values.
-
Duplicate pulps sent to the Langfang lab (restricted to samples containing more than 50 g/t Ag, 0.5% Pb and 0.5% Zn) show average differences of less than 1% for the silver and zinc values and 1.2% for the lead values.
-
Duplicate pulps selected at random, rather than from regular intervals, and sent for check analyses to ALS Chemex in Guangzhou, China, an ISO 9001: 2000 accredited lab. The average differences between the Lanfang analyses and the check analyses are near or below 5% for silver, lead and zinc.
Procedures used by Silvercorp for the preparation, security, analysis and checking of samples and sample results appear to be adequate and closely conform to standard industry practices.
During the property site visit, July 1621, 2006, one of the authors of the Ying and HPG Report, Mr. Klohn, was given unrestricted access to all available information and all underground workings. Fortunately, this type of lead-zinc-silver-gold mineralization present in the Ying and HPG Projects are easy to recognize and identify, making verification relatively straightforward. Lead, zinc or silver assay grades can typically be confirmed within reasonable limits by visual estimation of the abundance of galena and sphalerite and sometimes wire silver.
The on-site verification visit consisted of the following:
-
checking of property locations using a GPS
-
visual inspection of the local geology, mostly underground but also on the surface
50614971.3
46
-
visual inspection of the mineralized alteration zones, both underground and on the surface and verification with a digital camera
-
review of all on site maps, longitudinal sections, cross sections and assay spreadsheets
As part of the verification process, Mr. Klohn traversed many of the tunnels on foot using tunnel maps and digital camera to locate, document, verify and confirm various veins and drill sites against corresponding database entries and map postings. Included were inspections of randomly selected underground geological features and mineralized veins. Additionally, diamond drill cores and other sample materials stored at the project site were examined.
During the site visit, randomly selected parts of mineralized veins were measured and compared to lengths shown on maps and longitudinal sections. Additionally, the bearings of the veins were verified by hand-held compass readings. Finally, the length of the tunnels where they intersected veins, was paced to verify the accuracy of the working maps. The expectedly wide local variability in grade and continuity of lead-zinc-silver vein mineralization is a situation somewhat analogous to nuggety, coarse gold veins. The tunnelling shows acceptable to very good correlations in vein thickness and grade between the historical tunnelling and the new tunnels and drilling. This confirms the veracity of the historical tunnel sample results.
There were no limitations placed on Mr. Klohn for verification purposes. In Mr. Klohns opinion, the data are adequate for preparing mineral resource estimates compliant with NI 43-101.
Silver-lead-zinc-gold properties similar to the Ying and HPG Projects are reported from various places in the Qinling orogenic belt. The property nearest to Ying is the Tieluping silver-lead mine immediately adjacent to the Ying Project block on the east.
The Tieluping mine is characterized by north-northeast trending, closely spaced, steeply-dipping, structurally-hosted quartz-ankerite veins with silver and lead mineralization in mafic gneiss. Alteration associated with this mineralized system includes quartz-ankerite and sericite. All silver mineralization is associated with increasing galena content of the veins.
Several local operators are currently mining the multiple vein sets at the Tieluping deposit underground. The veins are as much as 950 m long, from 2.0 to 5.6 m wide and extend 270 to 420 m down-dip. An indicated resource according to Chinese resource standards but not compliant with Canadian NI 43-101 standards of 1,061.69 tonnes of contained silver (about 34 million ounces) and approximately 200,000 tonnes of contained lead has been reported at average grades of 292 g/t Ag and 3% Pb. How much of this resource has been mined and how much remains in place is uncertain.
5.18 |
Mineral Processing and Metallurgy |
Silvercorp has been producing silver-lead-zinc ore from the Ying Project for more than a year. After being mined, the ore is often hand-sorted at the mine site to produce an exceptionally high-grade ore (more than 60% lead) which is crushed to minus 25 mm then shipped by truck via barge directly to custom smelters. A belt-driven hand-sorting facility has been built at the SGX mine site with a capacity of approximately 25 tonnes per day.
In March, 2007, Silvercorp completed construction of the mill at the Ying Project to process the much more abundant lower-grade ores. The mill, about 15 km by paved road northeast of Guxian Reservoir, is supplied with power from the Henan Province power grid. A quality control laboratory attached to the mill can
50614971.3
47
process up to 100 samples per day using wet chemical analytical methods and Atomic Absorption Spectrophotometry methods.
The Ying Project mill is currently operating at a rate of 800 tonnes ore per day and receives ore transported via barges across the reservoir from mines in the SGX and HPG areas. The average head grades for ore processed for the first 3 months of operation are 5.8% lead, 3.6% zinc and 438 g/t silver. The processes used in the mill are typical of polymetallic Pb-Zn ores. There are two stages of ore crushing, from 400 mm to 15 mm, followed by ball milling such that 70% of the material passes 200 mesh (74 microns). The minerals are then separated by a series of flotation circuits, producing a lead concentrate (carrying the silver) which averages 69% lead, and a zinc concentrate which averages 52% zinc.
The concentrates are of high quality, containing very little arsenic (less than 0.001%) or other penalty elements. Metal recoveries to date have averaged 94.3% for lead, 90.0% for silver and 79.5% for zinc. The silver and lead recoveries exceed those expected from the design specifications. The concentrates are currently being transported via trucks to custom smelters located 70 to 190 km from the mill site. A new smelter, partly owned by Silvercorp, is being constructed about 40 km by road from the Guxian mill site.
Procedures and results of specific gravity (SG) determinations on mineralized vein material from the Ying Project were described in some detail in the last previous Technical Report on the Project (Broili, et.al., 2006). SG determinations were done on 45 samples of high grade vein material, i.e., material containing more than 1,250 g/t equivalent-Ag. The average contained metal contents of these 45 samples were 37.55% Pb, 10.05% Zn and 1,994 g/t Ag. The theoretical SG of material with this composition assuming the lead is all carried as galena (SG of 7.5), the zinc as sphalerite (SG of 4.0), and the remainder similar to quartz (SG of 2.6) is 4.9 (equivalent to a density of 4.9 g/cm3). The average SG of these samples as determined by the wax-immers
ion method was 4.28. Based on this, Silvercorp has used what the authors of the Ying and HPG Report consider to be a safely conservative SG of 4.2 in calculating the tonnage of the high-grade vein resource blocks. Nevertheless, the authors of the Ying and HPG Report recommend that additional SG determinations be done on a regular basis with checks from different independent laboratories.
Lower-grade material (between 200 g/t and 1,250 g/t equivalent-silver) in the SGX vein contains substantially lesser amounts of dense metallic minerals, especially galena, and has therefore been assigned a SG of 3.0 by Silvercorp in calculating tonnages of the SGX low-grade resource blocks. The authors of the Ying and HPG Report consider this SG to be reasonable and safely conservative.
Veins in both the HPG and HZG areas typically contain even smaller amounts of the dense mineral galena than even the low-grade veins in the SGX Area, and for this reason Silvercorp has assigned all the material from the HPG and HZG veins a SG of 2.8 in calculating tonnages of the resource blocks from these areas. The authors of the Ying and HPG Report believe this SG is also reasonable and safely conservative.
5.20 |
Mineral Resource Estimates |
The mineral resource categories used in the Ying and HPG Report are those established by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) in the CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines as adopted by the CIM Council on August 20, 2000. These resource definitions are summarized as follows:
A Mineral Resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earths crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and
50614971.3
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continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.
A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
An Inferred Mineral Resource is that part of a Mineral Resource, for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
Mineralization in the Ying project consists of narrow vein type deposits which occur as discrete planes of variable grade and finite but variable thickness. Resources in deposits of this type are amenable to definition using polygonal methods on longitudinal sections constructed for each vein. The resource estimates reported herein were prepared using such methods by Mr. Wang Jianwen, Chief Geologist of Henan Found, and Mr. Myles J. Gao, P.Geo, President of Silvercorp, who is a Qualified Person, as defined by NI 43-101.
The authors of the Ying and HPG Report audited in detail Silvercorps methodologies and resulting resource estimates reported in the report. The authors of the Ying and HPG Report are both Independent Qualified Persons as defined by NI 43-101 with experience using similar methodologies on vein systems elsewhere in the world. Further, the basic data utilized in these resource estimates assay results, geological maps, level plans, construction of longitudinal and cross sections, sampling procedures, etc. were all reviewed in detail during the July, 2007, site visit by one of the authors (Klohn) .
Following is an explanation with comments regarding the parameters and assumptions used to prepare the resource estimations reported in the Ying and HPG Report:
|
1. |
The polygonal block model used in this resource estimation is a valid way to determine resources for this type and configuration of mineralization.
|
|
|
2. |
The polygonal block model utilizes detailed long-sections constructed for each of the veins. The topographic control for these sections, taken from 1:10,000 government topographic maps, appears reliable.
|
|
|
3. |
Polygonal resource blocks drawn on long-sections of the vein were constructed, and their areas measured, using MapGIS, a MapInfo-like GIS software application widely used in China.
|
|
|
4. |
Resources categorized as either measured or inferred are estimated using only the assays obtained from drilling or underground channel sampling. Surface and trench samples are not
|
|
50614971.3
49
|
|
used because these samples might be affected by surface leaching. However, surface and trench data are used in estimating resource blocks categorized as inferred.
|
|
|
5. |
Blocks defined by tunnel sampling are each limited to 25 m in length and 40 m in height, and the thickness of the block is calculated as the weighted average of the true widths of all samples included in the area of the block.
|
|
|
6. |
Underground channel samples are collected across the veins every 5 to 7 m along the vein. The results are composited in groups of 5 to represent approximately 25 m of section along the vein strike.
|
|
|
7. |
The minimum cut-off thickness used for mineralization is 0.10 m.
|
|
|
8. |
The veins are polymetallic veins containing several payable metals. Although contents of each of the potentially payable metals are separately reported in the resource estimations, Silvercorp uses equivalent-silver values to assess and compare the vein resources. The equivalent-silver values, which are reported also in the resource estimate tables, are calculated as follows:
|
|
|
|
g/t AgEquiv = g/t Ag + (22.0462 (%Pb x Pb Price + %Zn x Zn Price + %Cu x Cu Price + g/t Au x Au Price in $/gram) / Ag price in $/gram).
|
|
|
Metal prices used are |
Ag: |
US$ 6.50/troy ounce = US$ 0.21/gram |
|
|
Pb: |
US$ 0.40/pound |
|
|
Zn: |
US$ 0.45/pound |
|
|
Cu: |
US$ 1.50/pound |
|
|
Au: |
US$ 350.00/troy ounce = US$ 11.25/gram |
|
Conversions |
1 troy ounce = 31.1035 grams |
|
|
1 tonne = 2204.62 pounds |
|
|
The metal prices above are well below current market prices; these low prices are used as a safety cushion in determining the Ying silver-equivalencies because the calculation above presently does not account for metal recovery percentages.
|
|
|
9. |
The cut-off grade used for the mineralization termed high-grade by Silvercorp is 1,250 g/t equivalent-silver. The cut-off grade used for mineralization termed low-grade is 200 g/t equivalent-silver.
|
|
|
10. |
A top-cut value of 9,019 g/t Ag is applied for extremely high silver assay values, however only a handful of assays to date have exceeded that value. No top-cut is applied to lead, zinc, copper or gold.
|
|
|
11. |
This is an in situ resource estimate only; no internal or external dilution has been applied.
|
|
|
12. |
Mined-out areas as of June 30, 2007, are excluded from the resource estimates.
|
|
|
13. |
Any interpolations are based upon vein thickness and grade.
|
|
|
14. |
The specific gravity (SG) determinations for the Ying Project are discussed in more detail in the Mineral Processing and Metallurgy chapter (Chapter 16) of the Ying and HPG Report and in the previous technical report by Broili, et.al., 2006. In our opinion the SG values used
|
|
50614971.3
50
|
|
by Silvercorp in calculating tonnages of the individual resource blocks are safely conservative.
|
|
|
|
In the SGX Area, where the veins all contain significant to major amounts of dense metallic sulfide minerals, especially galena, the SG value used for high-grade mineralization (i.e., >1,250 g/t equivalent-Ag) is 4.2, and the SG value used for low-grade mineralization (200 to 1,250 g/t equivalent-Ag) is 3.0.
|
|
|
|
In the HPG and HZG areas, which typically contain much smaller amounts of the dense metallic minerals, especially galena, a SG of 2.8 in used in calculating tonnages of the resource blocks in these areas.
|
|
|
15. |
The mining method employed is resuing stoping because of the narrow vein character of the mineralization. The resuing method separately breaks and removes ore from the wallrock.
|
|
|
16. |
The wall rock surrounding the veins is commonly silicified, which means the vein usually breaks clean from the wall rock, thus minimizing dilution.
|
|
|
17. |
The veins closely follow fault structures and they pinch-and-swell depending upon the curves along the fault and movement direction of conjugate faults.
|
|
|
18. |
Because the mineralization pinches-and-swells, it is difficult to project mineralization over substantial distances. However, considering this is strictly a resource estimation, not a reserve, the data and methods employed are adequate to allow resources to be categorized as measured, indicated and inferred.
|
|
|
19. |
Resource blocks categorized as measured are defined solely by continuous chip or channel sample assays in tunnels or drifts. These blocks are projected up to 20 m above and below a given tunnel and 20 m along strike from a given tunnel intersection.
|
|
|
20. |
Resource blocks categorized as indicated begin either above or below a measured resource block or are projected from a drill intercept or cross-cut tunnel. For blocks projected from the measured resource blocks, the distances are not greater than 40 m. For blocks projected from drill holes, the distances are not greater than 70 to 80 m. Block boundaries are defined as the midpoint between drill holes.
|
|
|
21. |
Resource blocks categorized as inferred use grades and thicknesses derived from the average of all the measured and indicated blocks along the vein. For veins intersected by deep holes, the inferred resource blocks are projected 160 m down-dip from the indicated blocks, otherwise, they are projected 80 m down-dip. A mineralization ratio (MR) is used to estimate the proportion of the block that will exceed the 1,250 g/t equivalent-silver cut-off.
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|
|
|
The MR is based upon the length of an adjacent tunnel or drift along the vein having values above the equivalent silver cut-off grade divided by the total length of the tunnel or drift. The tonnages calculated for each inferred resource block is calculated using the MR. The estimated proportions of mineralized sections (MS) for veins in all three areas (SGX, HPG and HGZ) are shown in the table below.
|
|
50614971.3
51
Mineralization Ratio of Different Veins at SGX, HZG & HPG
SGX
Veins |
Drift Length
(m) |
MS Length
(m) |
Mineralization
Ratio (%) |
S2E |
343.3 |
133.8 |
38.97 |
S2 |
540.3 |
172.6 |
31.95 |
S4 |
247.8 |
92.0 |
37.13 |
S5 |
147.3 |
17.0 |
12.06 |
S6 |
815.6 |
271.6 |
33.29 |
S7 |
851.1 |
69.0 |
8.11 |
S7-1 |
897.3 |
398.0 |
44.60 |
S7-2 |
390.4 |
5.0 |
1.45 |
S7-3 |
96.5 |
15.0 |
31.71 |
S8 |
4114.4 |
635.9 |
15.34 |
S8E |
727.0 |
183.1 |
33.58 |
S8-1 |
185.0 |
24.9 |
17.00 |
S8-2 |
81.1 |
13.0 |
20.87 |
S11-E |
206.5 |
20.0 |
9.69 |
S14 |
2042.9 |
997.0 |
50.31 |
S16E |
2248.4 |
636.0 |
30.11 |
S16E1 |
110.7 |
40.0 |
36.13 |
S16E3 |
118.0 |
46.0 |
38.98 |
S16W |
4265.7 |
1400.5 |
35.18 |
S16W1 |
339.4 |
72.9 |
21.48 |
S19 |
163.6 |
7.5 |
7.55 |
S21 |
2072.7 |
545.8 |
28.09 |
S21W |
271.0 |
45.0 |
37.88 |
TOTAL |
21,276.0 |
5841.6 |
27.46 |
HZG
Veins |
Drift Length
(m) |
MS Length
(m) |
Mineralization
Ratio (%) |
HZ10 |
312.9 |
55.0 |
17.58 |
HZ12 |
142.0 |
20.0 |
14.08 |
HZ20 |
130.4 |
30.0 |
23.01 |
HZ22 |
151.7 |
30.0 |
19.78 |
TOTAL |
737.0 |
135.0 |
18.32 |
HPG
Veins |
Drift Length
(m) |
MS Length
(m) |
Mineralization
Ratio (%) |
H5 |
170.90 |
10.00 |
9.52 |
H12 |
162.80 |
30.00 |
18.43 |
H15 |
845.10 |
168.00 |
19.88 |
H15-1 |
254.50 |
45.00 |
27.52 |
H17 |
330.60 |
155.70 |
47.10 |
H18 |
279.20 |
40.00 |
14.33 |
H32 |
408.80 |
152.00 |
41.93 |
B |
91.30 |
32.00 |
35.05 |
TOTAL |
2,543.2 |
632.7 |
24.88 |
50614971.3
52
The information used to calculate project resources is maintained in a series of linked Excel worksheets maintained for all exploration-development areas. The worksheets contain individual sample information such as sampling dates, locations, sample number, elevation, width, and assay results, and additionally, for drill holes, collar information, down hole survey data, sample intervals, and assay results. The data is organized in a manner such that information plotted on the vein long-sections and used to constrain boundaries of the resource block polygons can be readily retrieved and verified, samples on a vein-by-vein basis, and within each vein on a pocket-by-pocket basis, such that widths, grades and tonnages can be calculated if warranted down to very small blocks or areas within each vein.
The high-grade pockets (shoots) of mineralization in the veins pinch-and-swell along the strike and dip of the veins. This is readily observed in underground workings and graphically demonstrated in grade variation plots of channel samples across the vein taken at regular intervals along the vein, as shown in figure below, where high-grade means samples with more than 1,250 g/t equivalent-Ag:
Grade Variation Plot Along S14 & S16 Veins
The resource polygons constructed on the vein long-sections also show the shoot-like character of the mineralization.
50614971.3
53
The Ying and HPG mineralization is polymetallic and the contents of each potentially payable metal is separately reported in the resource estimations. Additionally, equivalent-silver values, calculated as explained previously in this chapter, are also reported, offering a way to quickly compare vein-to-vein resources.
The authors of the Ying and HPG Report caution that the silver-equivalencies reported herein do not account for metal recovery percentages. However, the metal prices used in the equivalent-silver calculation are well below current market prices, offering a conservative safety cushion for the omission of these recovery factors. The mill recoveries experienced to date, and reported previously in the Metal Processing and Metallurgy chapter (Chapter 16) of the Ying and HPG Report appear to fall well within this safety cushion. Nevertheless, the authors of the Ying and HPG Report recommend that future reporting of silver equivalencies incorporate these recovery factors.
The estimated mineral resources of the three exploration-development areas at Ying and HPG, current as of June 30, 2007, are summarized in the following table:
Ying Project - Summary of Mineral Resources
|
|
|
|
|
|
|
|
|
|
|
Contained Metals |
|
Width |
|
Ag |
Ag |
Au |
Pb |
Zn |
Cu |
eq-Ag |
|
|
|
|
|
|
|
|
(m) |
Tonnes |
(g/t) |
(oz/t) |
(g/t) |
(%) |
(%) |
(%) |
(g/t) |
|
Ag (oz) |
Pb (t) |
Zn (t) |
Cu (t) |
Au (oz) |
eq-Ag (oz) |
SGX Area - High-grade |
Measured |
0.50 |
215,173 |
1,250 |
40.18 |
|
20.41 |
9.14 |
|
2,545 |
|
8,646,679 |
44,450 |
21,817 |
523 |
|
17,607,571 |
Indicated |
0.43 |
787,089 |
1,227 |
39.46 |
|
21.54 |
7.14 |
|
2,475 |
|
31,058,205 |
169,515 |
56,232 |
479 |
|
62,638,615 |
Meas + Ind |
0.44 |
1,002,261 |
1,232 |
39.62 |
|
21.30 |
7.57 |
|
2,490 |
|
39,704,887 |
205,956 |
73,381 |
1,001 |
|
80,246,081 |
Inferred |
0.44 |
1,707,850 |
1,219 |
39.19 |
|
21.80 |
7.57 |
|
2,498 |
|
61,447,487 |
345,936 |
122,480 |
3,333 |
|
137,180,776 |
SGX Area - Low-grade |
Measured |
0.50 |
48,770 |
281 |
9.02 |
|
6.13 |
6.84 |
|
865 |
|
528,119 |
3,459 |
3,641 |
|
|
1,553,133 |
Indicated |
0.41 |
750,329 |
223 |
7.18 |
|
3.55 |
3.86 |
|
560 |
|
5,390,121 |
26,661 |
28,936 |
|
1,324 |
12,769,092 |
Meas + Ind |
0.42 |
799,099 |
227 |
7.30 |
|
3.71 |
4.04 |
|
578 |
|
5,830,237 |
29,568 |
32,179 |
|
1,324 |
18,541,705 |
HZG Area |
Indicated |
0.78 |
248,484 |
598 |
19.23 |
|
1.76 |
|
0.78 |
796 |
|
4,777,198 |
4,364 |
|
1,941 |
|
6,356,729 |
Inferred |
0.62 |
271,042 |
552 |
19.23 |
|
1.40 |
|
0.43 |
679 |
|
4,807,002 |
3,784 |
|
1,176 |
|
5,916,975 |
HPG Area |
Measured |
0.99 |
35,226 |
117 |
3.77 |
1.41 |
6.28 |
1.28 |
|
519 |
|
132,794 |
2,174 |
261 |
|
1,594 |
553,359 |
Indicated |
0.95 |
166,661 |
67 |
2.15 |
2.33 |
3.52 |
0.30 |
|
355 |
|
357,887 |
5,859 |
502 |
|
12,476 |
1,901,060 |
Meas + Ind |
0.96 |
201,887 |
76 |
2.43 |
2.15 |
3.95 |
0.38 |
|
376 |
|
490,687 |
8,033 |
763 |
|
14,069 |
2,454,419 |
Inferred |
0.96 |
1,513,222 |
120 |
3.85 |
1.41 |
6.68 |
2.17 |
|
581 |
|
5,824,580 |
101,017 |
32,906 |
|
68,706 |
28,250,515 |
Ying Project - Total Estimated Mineral Resources |
Measured |
|
299,169 |
|
|
|
|
|
|
|
|
9,307,592 |
50,084 |
25,719 |
523 |
|
19,714,063 |
Indicated |
|
1,952,563 |
|
|
|
|
|
|
|
|
41,583,412 |
|
85,670 |
2,419 |
|
83,665,496 |
Meas + Ind |
|
2,251,731 |
|
|
|
|
|
|
|
|
50,891,004 |
|
111,389 |
2,942 |
|
103,379,559 |
Inferred |
|
3,492,114 |
|
|
|
|
|
|
|
|
72,079,069 |
|
155,386 |
4,509 |
|
171,348,265 |
Note: The equivalent-Ag calculation is explained previously in this chapter. It reflects gross metal content using the metal prices cited earlier and has not been adjusted for metallurgical recoveries.
A detailed vein-by-vein breakdown of the estimated mineral resources is provided in the tables in the following pages:
50614971.3
54
SGX AREA: VEIN-BY-VEIN MINERAL RESOURCE ESTIMATES - HIGH-GRADE (1,250 g/t Ag Equiv. cutoff)
|
|
|
|
|
|
|
|
|
|
Contained metals |
vein# |
Width (m) |
Tonnes |
Ag (g/t) |
Ag (oz/t) |
Pb (%) |
Zn (%) |
Cu (%) |
Au (g/t) |
Ag Equiv* (g/t) |
|
Ag (oz) |
Pb (t) |
Zn (t) |
Cu (t) |
Au (oz) |
Ag Equiv* (oz) |
Measured Mineral Resources - High grade |
|
|
|
|
|
|
|
S2 |
0.29 |
3,636 |
1,586 |
51.00 |
23.03 |
10.20 |
|
|
3,042 |
|
185,445 |
1,367 |
2,519 |
|
|
355,675 |
S2 E |
0.60 |
4,383 |
1,881 |
60.49 |
24.91 |
7.15 |
|
|
3,272 |
|
265,145 |
1,092 |
313 |
|
|
461,120 |
S4 |
0.36 |
1,011 |
1,408 |
45.26 |
30.00 |
9.66 |
|
|
3,132 |
|
45,760 |
303 |
98 |
|
|
101,821 |
S6 |
0.47 |
14,582 |
1,382 |
44.43 |
23.27 |
9.79 |
|
|
2,829 |
|
647,949 |
3,393 |
1,427 |
|
|
1,326,091 |
S7 |
1.05 |
6,311 |
632 |
20.33 |
13.75 |
7.57 |
|
|
1,572 |
|
128,271 |
868 |
478 |
|
|
318,892 |
S7-1 |
0.19 |
16,954 |
699 |
22.46 |
18.68 |
14.25 |
|
|
2,163 |
|
380,751 |
3,166 |
2,417 |
|
|
1,179,161 |
S8 |
0.61 |
27,943 |
1,698 |
54.58 |
18.94 |
5.34 |
1.87 |
|
2,750 |
|
1,525,149 |
5,292 |
1,492 |
523 |
|
2,470,914 |
S8-2 |
0.28 |
1,065 |
249 |
8.02 |
22.88 |
7.91 |
|
|
1,590 |
|
8,540 |
244 |
84 |
|
|
54,482 |
S14 |
0.34 |
22,607 |
1,788 |
57.47 |
36.41 |
3.84 |
|
|
3,506 |
|
1,299,212 |
8,231 |
867 |
|
|
2,548,440 |
S16 E |
0.61 |
29,680 |
1,276 |
41.03 |
12.65 |
11.19 |
|
|
2,341 |
|
1,217,638 |
3,755 |
3,322 |
|
|
2,233,915 |
S16 W |
0.49 |
53,822 |
1,014 |
32.59 |
20.95 |
10.13 |
|
|
2,379 |
|
1,754,293 |
11,276 |
5,452 |
|
|
4,116,189 |
S16 W1 |
0.55 |
13,331 |
1,178 |
37.87 |
17.95 |
11.52 |
|
|
2,482 |
|
504,850 |
2,393 |
1,536 |
|
|
1,063,904 |
S21 |
0.48 |
18,788 |
1,085 |
34.87 |
15.43 |
9.39 |
|
|
2,182 |
|
655,086 |
2,899 |
1,765 |
|
|
1,317,826 |
S21 W |
0.31 |
1,059 |
839 |
26.99 |
16.22 |
4.48 |
|
|
1,736 |
|
28,590 |
172 |
47 |
|
|
59,140 |
Total |
0.50 |
215,173 |
1,250 |
40.18 |
20.41 |
9.14 |
|
|
2,545 |
|
8,646,679 |
44,450 |
21,817 |
523 |
|
17,607,571 |
Indicated Mineral Resources - High-grade |
|
|
|
|
|
|
|
S2 |
0.54 |
43,629 |
1,101 |
35.40 |
17.14 |
5.77 |
|
|
2,098 |
|
1,544,289 |
7,480 |
2,519 |
|
|
2,943,539 |
S2 E |
0.37 |
22,938 |
1,044 |
33.57 |
26.58 |
11.67 |
|
|
2,720 |
|
769,927 |
6,097 |
2,677 |
|
|
2,005,671 |
S4 |
0.25 |
1,845 |
785 |
25.24 |
39.55 |
4.21 |
|
|
2,654 |
|
46,556 |
730 |
78 |
|
|
157,387 |
S5 |
0.10 |
1,431 |
1,928 |
61.97 |
28.18 |
15.13 |
|
|
3,835 |
|
88,714 |
403 |
217 |
|
|
176,502 |
S6 |
0.40 |
46,429 |
1,494 |
48.03 |
30.82 |
7.49 |
|
|
3,150 |
|
2,230,006 |
14,310 |
3,480 |
|
|
4,702,460 |
S7 |
0.54 |
67,987 |
793 |
25.49 |
13.12 |
9.75 |
|
|
1,809 |
|
1,732,660 |
8,918 |
6,628 |
|
|
3,954,178 |
S7-1 |
0.24 |
49,831 |
608 |
19.55 |
12.23 |
7.66 |
|
|
1,488 |
|
974,203 |
6,096 |
3,819 |
|
|
2,384,033 |
S7-3 |
0.21 |
13,437 |
1,299 |
41.76 |
21.27 |
11.08 |
|
|
2,723 |
|
561,134 |
2,858 |
1,489 |
|
|
1,176,115 |
S8 |
0.61 |
28,483 |
1,750 |
56.26 |
19.98 |
8.99 |
1.68 |
|
3,020 |
|
1,602,338 |
5,691 |
2,561 |
479 |
|
2,765,241 |
S8 E |
0.44 |
19,890 |
1,106 |
35.56 |
7.20 |
7.38 |
|
|
1,761 |
|
707,363 |
1,433 |
1,468 |
|
|
1,125,871 |
S14 |
0.34 |
116,071 |
2,209 |
71.02 |
27.70 |
3.15 |
|
|
3,528 |
|
8,243,784 |
32,156 |
3,655 |
|
|
13,164,142 |
S16 E |
0.30 |
34,027 |
1,157 |
37.18 |
12.27 |
11.09 |
|
|
2,200 |
|
1,265,301 |
4,174 |
3,772 |
|
|
2,407,343 |
S16 E3 |
0.67 |
10,149 |
1,008 |
32.40 |
15.67 |
12.56 |
|
|
2,265 |
|
328,794 |
1,591 |
1,275 |
|
|
739,189 |
S16 W |
0.46 |
111,911 |
819 |
26.33 |
18.43 |
8.55 |
|
|
2,002 |
|
2,946,394 |
20,625 |
9,568 |
|
|
7,204,983 |
S16 W1 |
0.50 |
97,985 |
1,083 |
34.83 |
32.61 |
6.37 |
|
|
2,762 |
|
3,413,239 |
31,950 |
6,244 |
|
|
8,700,902 |
S21 |
0.42 |
115,283 |
1,180 |
37.94 |
20.08 |
5.74 |
|
|
2,300 |
|
4,373,633 |
23,146 |
6,618 |
|
|
8,524,008 |
S21 W |
0.19 |
5,761 |
1,241 |
39.90 |
32.25 |
2.86 |
|
|
2,737 |
|
229,869 |
1,858 |
165 |
|
|
507,051 |
Total |
0.43 |
787,089 |
1,227 |
39.46 |
21.54 |
7.14 |
|
|
2,475 |
|
31,058,205 |
169,515 |
56,232 |
479 |
|
62,638,615 |
Measured+Indicated Mineral Resources - High-grade |
|
|
|
|
|
|
|
S2 |
0.51 |
47,266 |
1,138 |
36.60 |
17.60 |
6.11 |
|
|
2,171 |
|
1,729,737 |
838 |
371 |
|
|
3,299,109 |
S2 E |
0.41 |
27,321 |
1,178 |
37.88 |
26.31 |
10.95 |
|
|
2,808 |
|
1,035,072 |
7,189 |
2,990 |
|
|
2,466,792 |
S4 |
0.29 |
2,856 |
1,005 |
32.33 |
36.17 |
6.14 |
|
|
2,823 |
|
92,316 |
1,033 |
175 |
|
|
259,208 |
S5 |
0.10 |
1,431 |
1,928 |
61.97 |
28.18 |
15.13 |
|
|
3,835 |
|
88,714 |
403 |
217 |
|
|
176,502 |
S6 |
0.42 |
61,011 |
1,467 |
47.17 |
29.02 |
8.04 |
|
|
3,073 |
|
2,877,956 |
17,703 |
4,907 |
|
|
6,028,551 |
S7 |
0.56 |
74,298 |
779 |
25.05 |
13.17 |
9.56 |
|
|
1,789 |
|
1,860,930 |
9,786 |
7,106 |
|
|
4,273,070 |
S7-1 |
0.23 |
66,785 |
631 |
20.29 |
13.87 |
9.34 |
|
|
1,659 |
|
1,354,954 |
9,262 |
6,235 |
|
|
3,563,194 |
S7-3 |
0.21 |
13,437 |
1,299 |
41.76 |
21.27 |
11.08 |
|
|
2,723 |
|
561,134 |
2,858 |
1,489 |
|
|
1,176,115 |
S8 |
0.61 |
56,426 |
1,724 |
55.43 |
19.46 |
7.18 |
1.77 |
|
2,886 |
|
3,127,486 |
10,983 |
4,053 |
1,001 |
|
5,236,154 |
S8-2 |
0.28 |
1,065 |
249 |
8.02 |
22.88 |
7.91 |
|
|
1,590 |
|
8,540 |
244 |
84 |
|
|
54,482 |
S8 E |
0.44 |
19,890 |
1,106 |
35.56 |
7.20 |
7.38 |
|
|
1,761 |
|
707,363 |
1,433 |
1,468 |
|
|
1,125,871 |
S14 |
0.34 |
138,678 |
2,140 |
68.81 |
29.12 |
3.26 |
|
|
3,524 |
|
9,542,996 |
40,387 |
4,522 |
|
|
15,712,581 |
S16 E |
0.45 |
63,707 |
1,212 |
38.97 |
12.45 |
11.13 |
|
|
2,266 |
|
2,482,940 |
7,929 |
7,094 |
|
|
4,641,259 |
S16 E3 |
0.67 |
10,149 |
1,008 |
32.40 |
15.67 |
12.56 |
|
|
2,265 |
|
328,794 |
1,591 |
1,275 |
|
|
739,189 |
S16 W |
0.47 |
165,732 |
882 |
28.36 |
19.25 |
9.06 |
|
|
2,125 |
|
4,700,688 |
31,901 |
15,020 |
|
|
11,321,171 |
S16 W1 |
0.50 |
111,317 |
1,095 |
35.20 |
30.85 |
6.99 |
|
|
2,728 |
|
3,918,089 |
34,343 |
7,780 |
|
|
9,764,806 |
S21 |
0.43 |
134,071 |
1,167 |
37.51 |
19.43 |
6.25 |
|
|
2,283 |
|
5,028,719 |
26,046 |
8,383 |
|
|
9,841,834 |
S21 W |
0.20 |
6,821 |
1,179 |
37.89 |
29.76 |
3.11 |
|
|
2,582 |
|
258,459 |
2,030 |
212 |
|
|
566,191 |
Total |
0.44 |
1,002,261 |
1,232 |
39.62 |
21.30 |
7.57 |
|
|
2,490 |
|
39,704,887 |
205,956 |
73,381 |
1,009 |
|
80,246,081 |
Inferred Mineral Resources - High-grade |
|
|
|
|
|
|
|
S2 |
0.54 |
154,085 |
1,159 |
37.25 |
18.01 |
6.26 |
|
|
2,216 |
|
257,820 |
1,309 |
2,849 |
|
|
10,976,957 |
S2 E |
0.40 |
45,831 |
1,196 |
38.45 |
26.30 |
10.59 |
|
|
2,809 |
|
1,762,317 |
12,054 |
4,854 |
|
|
4,138,388 |
S4 |
0.29 |
45,577 |
1,079 |
34.68 |
33.87 |
7.32 |
|
|
2,855 |
|
1,580,513 |
15,439 |
3,335 |
|
|
4,184,124 |
S5 |
0.10 |
4,018 |
1,928 |
61.97 |
28.18 |
15.13 |
|
|
3,835 |
|
249,032 |
1,132 |
608 |
|
|
495,464 |
S6 |
0.42 |
155,244 |
1,467 |
47.17 |
29.02 |
8.04 |
|
|
3,073 |
|
7,323,053 |
45,045 |
12,485 |
|
|
15,339,847 |
S7 |
0.56 |
106,553 |
779 |
25.05 |
13.17 |
9.56 |
|
|
1,789 |
|
2,668,841 |
14,034 |
10,191 |
|
|
6,128,197 |
S7-1 |
0.23 |
144,033 |
600 |
19.29 |
12.29 |
8.23 |
|
|
1,509 |
|
2,778,047 |
17,707 |
11,853 |
|
|
6,989,321 |
S7-3 |
0.21 |
18,801 |
1,299 |
41.76 |
21.27 |
11.08 |
|
|
2,723 |
|
785,147 |
3,998 |
2,084 |
|
|
1,645,639 |
S8 |
0.56 |
216,453 |
1,522 |
48.93 |
21.18 |
6.51 |
1.54 |
|
2,725 |
|
10,591,849 |
45,845 |
14,091 |
3,333 |
|
18,962,245 |
S8 E |
0.44 |
16,067 |
1,106 |
35.56 |
7.20 |
7.38 |
|
|
1,761 |
|
571,387 |
1,157 |
1,186 |
|
|
909,445 |
S14 |
0.34 |
161,470 |
2,115 |
68.01 |
30.65 |
3.25 |
|
|
3,563 |
|
10,981,152 |
49,498 |
5,247 |
|
|
18,497,436 |
S16 E |
0.41 |
108,619 |
1,172 |
37.68 |
13.46 |
11.27 |
|
|
2,275 |
|
4,093,066 |
14,625 |
12,238 |
|
|
7,945,013 |
S16 E3 |
0.67 |
6,060 |
1,008 |
32.40 |
15.67 |
12.56 |
|
|
2,265 |
|
196,305 |
950 |
761 |
|
|
441,330 |
S16 W |
0.48 |
219,203 |
894 |
28.74 |
20.38 |
9.31 |
|
|
2,196 |
|
6,300,537 |
44,674 |
20,408 |
|
|
15,476,144 |
S16 W1 |
0.52 |
174,725 |
1,137 |
36.57 |
30.15 |
6.98 |
|
|
2,741 |
|
6,389,505 |
52,677 |
12,190 |
|
|
15,396,787 |
S21 |
0.43 |
128,003 |
1,167 |
37.51 |
19.43 |
6.25 |
|
|
2,283 |
|
4,801,134 |
24,867 |
8,004 |
|
|
9,396,421 |
S21 W |
0.20 |
3,108 |
1,179 |
37.89 |
29.76 |
3.11 |
|
|
2,582 |
|
117,781 |
925 |
97 |
|
|
258,017 |
Total |
0.44 |
1,707,850 |
1,219 |
39.19 |
21.80 |
7.57 |
|
|
2,498 |
|
61,447,487 |
345,936 |
122,480 |
3,333 |
|
137,180,776 |
50614971.3
55
Update on the Ying Silver-Lead-Zinc and the HPG Gold-Silver-Lead Projects, Henan Province, China
Silvercorp Metals Inc.
|
August 16, 2007
|
HZG AREA: VEIN-BY-VEIN MINERAL RESOURCE ESTIMATES
|
|
|
|
|
|
|
|
|
Contained metal |
vein# |
Thickness (m) |
Tonnes |
Ag (g/t) |
Ag (oz/t) |
Pb (%) |
Cu (%) |
Ag Equiv (g/t) |
|
Ag (oz) |
Pb (t) |
Cu (t) |
Ag Equiv (oz) |
|
Indicated Mineral Resources |
|
|
|
|
|
HZ10 |
0.72 |
50,643 |
146 |
4.68 |
2.50 |
|
251 |
|
237,219 |
1,267 |
0 |
409,177 |
HZ12 |
0.31 |
5,004 |
442 |
14.22 |
5.77 |
|
686 |
|
71,144 |
288 |
0 |
110,282 |
HZ20 |
0.84 |
176,505 |
738 |
23.72 |
1.53 |
1.10 |
976 |
|
4,185,873 |
2,708 |
1,941 |
5,540,647 |
HZ22 |
0.40 |
16,333 |
539 |
17.33 |
0.62 |
- |
565 |
|
282,963 |
101 |
0 |
296,623 |
Total |
0.78 |
248,484 |
598 |
19.23 |
1.76 |
0.78 |
796 |
|
4,777,198 |
4,364 |
1,941 |
6,356,729 |
Inferred Mineral Resources |
|
|
|
|
|
HZ10 |
0.72 |
43,787 |
146 |
4.68 |
2.50 |
|
251 |
|
205,108 |
1,096 |
0 |
353,790 |
HZ12 |
0.31 |
5,948 |
442 |
14.22 |
5.77 |
|
686 |
|
84,567 |
343 |
0 |
131,090 |
HZ20 |
0.84 |
106,910 |
738 |
23.72 |
1.53 |
1.10 |
976 |
|
2,535,396 |
1,640 |
1,176 |
3,355,987 |
HZ22 |
0.40 |
114,397 |
539 |
17.33 |
0.62 |
|
565 |
|
1,981,931 |
705 |
0 |
2,077,611 |
Total |
0.62 |
271,042 |
552 |
19.23 |
1.40 |
0.43 |
679 |
|
4,807,002 |
3,784 |
1,176 |
5,916,975 |
HPG AREA: VEIN-BY-VEIN MINERAL RESOURCE ESTIMATES
|
|
|
|
|
|
|
|
|
|
Contained Metals |
vein# |
Width (m) |
Tonnes |
Ag (g/t) |
Ag (oz/t) |
Au (g/t) |
Pb (%) |
Zn (%) |
Ag Equiv (g/t) |
|
Ag (oz) |
Au (oz) |
Pb (t) |
Zn (t) |
Ag Equiv (oz) |
Measured Mineral Resources |
|
|
|
|
|
|
|
|
|
|
|
H15 |
1.20 |
23,667 |
114 |
3.67 |
1.45 |
5.72 |
|
434 |
|
86,950 |
1,103 |
1,354 |
0 |
330,007 |
H15-1 |
0.35 |
707 |
84 |
2.71 |
1.98 |
2.83 |
|
310 |
|
1,916 |
45 |
20 |
0 |
7,051 |
H17 |
1.15 |
9,304 |
125 |
4.03 |
1.49 |
7.01 |
2.80 |
634 |
|
37,480 |
445 |
652 |
261 |
189,752 |
H32 |
0.27 |
1,548 |
130 |
4.17 |
|
9.57 |
|
533 |
|
6,449 |
0 |
148 |
0 |
26,549 |
Total |
0.99 |
35,226 |
117 |
3.77 |
1.41 |
6.28 |
1.28 |
519 |
|
132,794 |
1,594 |
2,174 |
261 |
553,359 |
Indicated Mineral Resources |
|
|
|
|
|
|
H12 |
0.18 |
779 |
104 |
3.33 |
|
15.25 |
|
747 |
|
2,597 |
0 |
119 |
0 |
18,711 |
H15 |
1.04 |
54,958 |
88 |
2.82 |
0.86 |
4.90 |
|
341 |
|
155,118 |
1,520 |
2,693 |
0 |
602,260 |
H15-1 |
0.25 |
5,690 |
143 |
4.60 |
2.77 |
12.41 |
|
816 |
|
26,166 |
507 |
706 |
0 |
149,212 |
H17 |
1.15 |
42,932 |
85 |
2.72 |
4.65 |
3.06 |
1.17 |
519 |
|
116,717 |
6,415 |
1,314 |
502 |
717,020 |
H18 |
0.48 |
3,065 |
153 |
4.93 |
4.15 |
0.36 |
|
392 |
|
15,117 |
409 |
11 |
0 |
38,641 |
H32 |
0.24 |
10,193 |
110 |
3.53 |
0.80 |
9.83 |
|
567 |
|
35,959 |
262 |
1,002 |
0 |
185,961 |
B(1) |
5.18 |
49,044 |
4 |
0.13 |
2.13 |
0.03 |
|
120 |
|
6,213 |
3,363 |
15 |
0 |
189,256 |
Total |
0.95 |
166,661 |
67 |
2.15 |
2.33 |
3.52 |
0.30 |
355 |
|
357,887 |
12,476 |
5,859 |
502 |
1,901,060 |
Measured+Indicated Mineral Resources |
|
|
|
|
|
|
H12 |
0.18 |
779 |
104 |
3.33 |
|
15.25 |
|
747 |
|
2,597 |
0 |
119 |
0 |
18,711 |
H15 |
1.08 |
78,625 |
96 |
3.08 |
0.98 |
5.07 |
|
363 |
|
242,066 |
2,481 |
3,987 |
0 |
916,607 |
H15-1 |
0.26 |
6,397 |
137 |
4.39 |
2.68 |
11.35 |
|
760 |
|
28,082 |
551 |
726 |
0 |
156,237 |
H17 |
1.15 |
52,236 |
92 |
2.95 |
4.08 |
3.76 |
1.47 |
540 |
|
154,204 |
6,860 |
1,964 |
770 |
907,445 |
H18 |
0.48 |
3,065 |
153 |
4.93 |
4.15 |
0.36 |
|
392 |
|
15,117 |
409 |
11 |
0 |
38,641 |
H32 |
0.25 |
11,741 |
112 |
3.61 |
0.78 |
9.79 |
|
568 |
|
42,409 |
294 |
1,150 |
0 |
214,235 |
B(1) |
5.18 |
49,044 |
4 |
0.13 |
2.13 |
0.03 |
|
120 |
|
6,213 |
3,363 |
15 |
0 |
189,256 |
Total |
0.96 |
201,887 |
76 |
2.43 |
2.15 |
3.95 |
0.38 |
376 |
|
490,687 |
13,959 |
7,972 |
770 |
2,441,131 |
Inferred Mineral Resources |
|
|
|
|
|
|
H12 |
0.18 |
6,081 |
104 |
3.33 |
0.32 |
15.25 |
|
765 |
|
20,276 |
63 |
927 |
0 |
149,461 |
H15 |
1.08 |
291,347 |
96 |
3.08 |
0.98 |
5.07 |
|
363 |
|
896,985 |
9,195 |
14,775 |
0 |
3,396,528 |
H15-1 |
0.26 |
12,263 |
137 |
4.39 |
2.68 |
11.35 |
|
760 |
|
53,830 |
1,056 |
1,391 |
0 |
299,450 |
H17 |
1.15 |
1,173,297 |
125 |
4.03 |
1.49 |
7.01 |
2.80 |
634 |
|
4,726,502 |
56,173 |
82,233 |
32,906 |
23,929,381 |
H18 |
0.48 |
13,473 |
153 |
4.93 |
4.15 |
0.36 |
|
392 |
|
66,446 |
1,798 |
49 |
0 |
169,844 |
H32 |
0.25 |
16,761 |
112 |
3.61 |
0.78 |
9.79 |
|
568 |
|
60,541 |
420 |
1,641 |
0 |
305,852 |
Total |
0.96 |
1,513,222 |
120 |
3.85 |
1.41 |
6.68 |
2.17 |
581 |
|
5,824,580 |
68,706 |
101,017 |
32,906 |
28,250,515 |
50614971.3
56
Figure 6: Longitudinal Projection of S14 Vein
50614971.3
57
Figure 7: Longitudinal Projection of S16W Vein
50614971.3
58
Figure 8: Longitudinal Projection of S21 Vein
50614971.3
59
Figure 9: Tunnels and Veins at HPG Area
50614971.3
60
Figure 10: Cross Section on Exploration Line 16
50614971.3
61
Update on the Ying Silver-Lead-Zinc and the HPG Gold-Silver-Lead Projects, Henan Province, China |
August 16, 2007 |
Silvercorp Metals Inc. |
|
Figure 11: Longitudinal Projection of H15 Vein
50614971.3
62
Update on the Ying Silver-Lead-Zinc and the HPG Gold-Silver-Lead Projects, Henan Province, China |
August 16, 2007 |
Silvercorp Metals Inc. |
|
Figure 12: Longitudinal Projection of H17 Vein
50614971.3
63
Figure 13: Tunnels and Veins at HZG Area
50614971.3
64
Figure 14: Longitudinal Projection of H20 Vein
50614971.3
65
Figure 15: Longitudinal Projection of H22 Vein
50614971.3
66
ITEM 6: OTHER RELEVANT DATA AND INFORMATION
In the previous 43-101 technical report on the Ying Project (Broili et.al., 2006) information relevant to development and production at Ying were covered in detail. This included relevant information on mine site access, mine permitting, mining methods, mine design, mine ventilation, hydrology, ore sorting, ore haulage, ore milling, direct shipping ore, power supplies, manpower, metal markets, environmental permitting and similar issues, health and safety, capital costs, operating costs and a scoping-level economic analysis. The conclusions from this evaluation were positive and suggest: (1) there is a strong likelihood the Ying Project will be economically successful, and (2) none of the relevant information detains or detracts from the Ying Project operation.
Some of the more relevant positive features in the evaluation of the Ying operation were:
-
proximity to Guxian Reservoir offers good access for supplies and ore haulage,
-
availability of local power for the mine and mill facilities,
-
topography favours accessing the veins by driving horizontal tunnels from the sides of the narrow valleys,
-
ore and wall-rock mechanics allow the use of shrinkage stopes, providing 95% ore recoveries with minimum dilution,
-
the several horizontal portals created for exploration can be used to provide a fast and effective method of moving the high-grade ore from underground
-
abundant labour supply at low costs provides a major economic advantage over similar deposits in other parts of the world,
-
prices for silver, lead and zinc quoted on the Shanghai Metal Exchange are about 13% above world prices due to a 13% Value Added Tax on metal imports levied by the Chinese government,
-
access to a number of existing nearby custom mills and smelters,
-
a capital payback period of zero because ore produced by development and exploration pays for the costs of development,
-
a safety program implemented at Ying which exceeds Chinese standards and a current record of no serious injury or death.
The only relevant data of minor concern is the unlikely event of a natural catastrophe such as a major flood or earthquake that could impact safety or the environment.
Some new relevant information received after the date of the previous technical report is hydrological data provided by Zhengzhou Geological Engineering Exploitation Institute of Henan Province in a detailed hydrogeology report in May, 2006. The conclusions of the report are as follows:
-
Seepages in veins (mine workings) are derived from wall rock fractures.
-
The source of groundwater is rainfall.
-
Wall rock adjacent to mineralized veins is competent and blocky Archean gneiss that acts as an aquiclude; saturation rate in the mining area is low.
-
Pumping tests demonstrate that waterflow into underground workings is stable: 11.9 m3/hr
50614971.3
67
Other new and relevant information collected as a follow-up to the hydrologic study is a TEM geophysical survey recently conducted by the Henan Non-ferrous Geology Institute for the Ying Project. The TEM survey was done in February and March, 2007, in the northwest corner of the SGX Area. The purpose was to investigate the relationship between the Guxian reservoir and the veins. The survey revealed that a majority of the veins in the SGX Area and a few northeast-trending faults are parallel to the reservoir shoreline. The survey indicated the faults were probably not pathways allowing reservoir water to flow into the veins where mining is planned.
The TEM survey also showed excellent correlation between low resistivity anomalies and known mineralized veins.
In May, 2007, a TEM survey was conducted in the HZG Area. Survey lines were perpendicular to the veins and spaced 100 m by 20 m. To date, 14 lines have been completed and show TEM anomalies that correlate with the known veins. One anomaly suggests the presence of a vein 200 to 300 m southeast of the HZ20 vein. Surface mapping may be able to better define the vein structure.
ITEM 7: INTERPRETATION AND CONCLUSIONS
Between August 2004 and August 2007, Silvercorp completed 74,619 m of underground workings and 78,581 m of underground and surface drilling in 280 holes. This work has defined silver-lead-zinc-gold-copper resources in numerous shoots within 29 veins averaging 0.39 m wide at SGX (18 veins), 0.96 m wide at HPG (8 veins) and 0.78 m wide at HZG (4 veins). The mineralization is hosted by quartz-ankerite veins cutting Precambrian age gneisses, and is similar to the important mesothermal vein system of the famous Coeur dAlene District, USA, and other similar silver-lead-zinc districts throughout the world.
New resource calculations presented in the report consist of high and low grade, measured plus indicated resources at SGX, HPG and HZG of 2,251,731 tonnes with contained metals of 50.89 million ounces of Ag, 256,483 tonnes of Pb, and 111,389 tonnes of Zn, 2,942 tonnes of Cu and 15,393 ounces of Au. The inferred resource is 3,492,114 tonnes with contained metals 72.08 million ounces of Ag, 450,737 tonnes of Pb, and 155,386 tonnes of Zn, reflecting more than a 30% increase from one year ago (Broili et al, 2006).
During the past three years, Silvercorp has rapidly expanded the silver-lead-zinc resources defined in the Ying veins. In addition, they have found new, albeit small, resources of gold and copper. Silvercorps resource additions is due to an aggressive program of underground exploration and development tunnels, declines, raises and crosscuts which have been successful in intersecting new veins and expanding or upgrading existing resources in known veins. Considering the geologic setting of the area and the large areas of known and potential vein systems yet to be explored in detail, it is highly likely that by continuing a similar level of exploration-development many more new veins will be discovered and significant extensions to known veins will be defined.
The expected economic viability of the Ying Project was scoped at length in the previous technical report which concluded that the project, based on the estimated resources known at that time, would likely be a financial success (Broili, et.al., 2006). Since then, the estimated resources at HPG and Ying, calculated using the same parameters as in the last report, have increased significantly, roads and other infrastructure have improved, and a 600 tpd mill has been completed to produce high quality concentrates in close
50614971.3
68
proximity to the property. Considering these improvements, an update to the previous review of project economics would be of interest. Such a review, however, was beyond the scope of the Ying and HPG Report.
The authors of the Ying and HPG Report consider the HPG and Ying Projects to be advanced production stage projects of considerable merit. With geological interpretation and understanding of the Ying Project and considering its similarity to the Coeur dAlene district, the authors expect the aggressive tunnelling and drilling program recommended in the Ying and HPG Report as the Phase 4 Exploration Program could well extend the life of the HPG and Ying operation by many years.
ITEM 8: RECOMMENDATIONS
The authors of the Ying and HPG Report, together with Mr. Myles Gao, President of Silvercorp, reviewed Silvercorps proposed work program and the authors of the Ying and HPG Report recommend a Phase 4 Exploration Program. This program is designed to upgrade inferred mineral resources to indicated and measured and to discover additional mineral resources in the Ying Project and the recently acquired HPG target areas. The estimated cost of this program for 2007 will be approximately US$7.5 million and is broken down as follows:
Project |
Area |
Program |
Meters |
Unit Cost
(US$/m) |
Budget
(US$) |
Work
Completed
(m) |
Ying |
SGX |
Tunneling
Underground Drilling |
7,500
12,000 |
129
32 |
838,816
338,158 |
6,943
13,630 |
HZG |
Tunneling |
10,000
3,000
18,100 |
129
23
95 |
1,118,421
59,211
1,500,395 |
2,652
524
10,167 |
Underground Drilling |
Surface Drilling |
XM |
Surface Drilling |
500 |
64 |
27,632 |
479 |
SDG-LJG |
Tunneling |
1,550 |
129 |
173,355 |
836 |
|
Drilling |
4,000 |
95 |
331,579 |
|
RHW |
Surface Drilling |
2,980 |
64 |
164,684 |
1,981 |
TEM Geophysical Survey |
70km2 |
|
263,158 |
1 |
Ying Total |
59,630 |
|
4,815,408 |
35,231 |
HPG |
HPG |
Tunneling
Surface Drilling |
14,670
12,936 |
129
95 |
1,640,724
1,234,800 |
4,463
759 |
HPG Total |
27,606 |
|
2,875,524 |
5,222 |
For the Ying Project, this program includes:
-
SGX area tunnelling and drilling on known veins (S2, S6, S7, S7-1, S8, S8E, S10, S11, S14, S16E, S16W, S19, and S21) through main access tunnels CM101, CM102, CM103, PD640, PD680, PD700, YPD01, YPD02 and YM01 at the SGX;
-
HZG area tunnelling and drilling on HZ3, HZ5, HZ10, HZ12, HZ18, HZ20 and HZ22, with drilling concentrated mainly on the HZ20 vein;
-
XM drilling on X1 and X8 veins;
-
SDG-LJG tunnelling and drilling along the C29 vein (which is about 8 km long);
-
RHW area drilling on C8 and C9;
50614971.3
69
For the HPG Area, this program includes:
-
Tunnelling on veins H5, H13, H15, H17, H18, H20, and H32, with drilling focused on the H15, H16, and H17 veins.
This is the end of the extract from the Ying and HPG Report.
ITEM 9: DIVIDENDS
The Company declared its first annual dividend at CAD$0.05 (pre-split: CAD$0.15) per share to be paid to shareholders of record at the close of business on September 28, 2007. The declaration and amount of any future dividends will be at the discretion of the directors.
ITEM 10: DESCRIPTION OF CAPITAL STRUCTURE
10.1 |
General Description of Capital Structure |
The Company has an authorized capital of an unlimited number of common shares without par value, of which 149,416,476 common shares were issued and outstanding as fully paid and non-assessable as of May 29, 2008. A further 7,020,804 common shares have been reserved and allotted for issuance upon the due and proper exercise of certain incentive options and share purchase warrants outstanding as of May 29, 2008
All of the common shares of the Company rank equally as to dividends, voting powers and participation in assets and in all other respects. Each common share carries one vote per share at meetings of the shareholders of the Company. There are no indentures or agreements limiting the payment of dividends and there are no conversion rights, special liquidation rights, pre-emptive rights or subscription rights attached to the common shares. The common shares presently issued are not subject to any calls or assessments.
Under its Stock Option Plan, the Company may grant options to purchase up to 19,500,000 common shares to directors, officers, employees and consultants. As of May 29, 2008, the Company has granted options to purchase 16,817,700 common shares at exercise prices from CAD$0.18 to CAD$9.05 per share and terms ranging from three to five years, with the last options expiring on May 13, 2013. Of the options granted, 3,284,685 remain outstanding.
Shareholders Rights Plan
At the Companys Annual General Meeting held on August 4, 2005, shareholders approved the implementation of a Shareholders Rights Plan. The Rights Plan is designed to encourage the fair treatment of shareholders in the event of any take-over offer for the Company. The Rights Plan provides the board of directors and the shareholders with more time than the 35 days provided by statute, to fully consider any unsolicited take-over bid for the Company without undue pressure, to allow the board of directors to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge. Under the Rights Plan, a bidder making a Permitted Bid (as defined in the Rights Plan) for the common shares of the Company may not take up any shares before the close of business on the 60th day after the date of the bid and unless at least 50% of the Company's common shares not beneficially
owned by the person making the bid and certain related parties are deposited, in which case the bid must be extended for 10 business days on the same terms to allow other shareholders to deposit to the bid. The Rights Plan
50614971.3
70
will encourage an offeror to proceed by way of Permitted Bid or to approach the board of directors with a view to negotiation by creating the potential for substantial dilution of the offeror's position if a non-Permitted Bid is attempted. The Permitted Bid provisions of the Rights Plan are designed to ensure that, in any take-over bid, all shareholders are treated equally, receive the maximum available value for their investment and are given adequate time to properly assess the bid on a fully informed basis.
The Rights Plan was not proposed in response to, or in anticipation of, any acquisition or take-over offer and is not intended to prevent a take-over of the Company, to secure continuance of current management or the directors in office or to deter fair offers for the common shares of the Company. The Rights Plan does not affect in any way the financial condition of the Company. The initial issuance of the Rights is not dilutive and will not affect reported earnings per share or cash flow per share until the rights separate from the underlying common shares and become exercisable.
The Rights Plan has a term of three years and will expire at the close of the annual meeting of shareholders after the third anniversary of the confirmation of the Rights Plan, unless the rights are earlier redeemed or exchanged. There is no plan to extend the Rights Plan at the upcoming 2008 annual meeting of shareholders.
There are no known constraints on the ownership of securities of the Company to ensure that the Company has a required level of Canadian ownership.
There are no known ratings, including provisional ratings, by rating organizations for securities of the Company which are outstanding and that continue in effect.
ITEM 11: MARKET FOR SECURITIES
The common shares of the Company were traded in Canada on the TSX-V under the symbol SVM. The Companys shares were listed on the Toronto Stock Exchange under the same symbol and delisted from the TSX-V on October 24, 2005.
Standard & Poors Canadian Index operations added the Companys common shares to the S&P/TSX Composite Index and the S&P/TSX Global Gold Index (formerly the S&P/TSX Capped Gold Index), effective December 18, 2006.
Effective Tuesday, June 12, 2007, Standard & Poors Canadian Index operations added the Companys common shares as a constituent for the new S&P/TSX Global Mining Index.
The following table provides the high, low and close prices and average volume for the Companys shares for the periods indicated as traded on the Toronto Stock Exchange from July 2007 to June 2008 (stated in Canadian dollars):
50614971.3
71
Month |
High |
Low |
Volume |
July 2007 |
$23.19 |
$18.00 |
519,500 |
August 2007 |
$21.59 |
$15.31 |
729,300 |
September 2007 |
$21.72 |
$17.15 |
510,300 |
September 26, 2007 $0.15 Dividend |
October 2007 |
$23.34 |
$19.90 |
565,000 |
October 29, 2007 3:1 Stock Split |
November 2007 |
$10.28 |
$7.62 |
714,900 |
December 2007 |
$9.54 |
$8.05 |
471,600 |
January 2008 |
$10.63 |
$7.44 |
673,800 |
February 2008 |
$10.65 |
$8.96 |
496,100 |
March 2008 |
$10.58 |
$7.47 |
614,700 |
April 2008 |
$8.75 |
$7.16 |
370,600 |
May 2008 |
$8.18 |
$7.12 |
281,590 |
ITEM 12: ESCROWED SECURITIES
The Company has no securities currently held in escrow.
ITEM 13: DIRECTORS & OFFICERS
13.1 |
Name, Occupation and Security Holding |
The following table sets out the names of the directors and officers of the Company, all officers in the Company each now holds, each persons principal occupation, business or employment, the period of time during which each has been a director of the Company and the number of shares of the Company beneficially owned by each, directly and indirectly, or over which each exercised control or direction as at the date of this Annual Information Form.
Name and
Municipality
of Residence(1) |
Current
Positions and
Offices Held |
Principal Occupations During Last Five
Years(1)(2) |
Date of
Appointment
as a Director |
Shares Beneficially
Owned
(Number and %)(4) |
Rui Feng
West Vancouver,
BC, Canada |
Chairman,
Chief
Executive
Officer and
Director |
Chairman and CEO of the Company from
September 2003 to present; President and
Director of New Pacific Metals Corp. since
May 2004; CEO and Director of Pacific
Metals Inc. from August 2000 to
December 2002; Director of the Canada
China Business Council - BC Chapter
Board; Vice President of Canada-China
Business Association. |
September 4,
2003 |
3,399,800 |
Myles Jianguo
Gao, P. Eng.,
Surrey, BC
Canada |
President, COO
and Director |
COO since August, 2006; President of the
Company from March 2003 to August
2006; Director of New Pacific Metals
Corp. September 2004 to July 2006;
Senior Geologist of Northgate Minerals
Inc. until March 2003. |
November 14,
2002 |
1,436,100 |
S. Paul Simpson,
Vancouver, BC
Canada |
Director |
Lawyer with Armstrong Simpson,
Barristers & Solicitors. |
June 24, 2003 |
848,955 |
|
50614971.3
72
Name and
Municipality
of Residence(1) |
Current
Positions and
Offices Held |
Principal Occupations During Last Five
Years(1)(2) |
Date of
Appointment
as a Director |
Shares Beneficially
Owned
(Number and %)(4) |
Greg Hall(3)
Vancouver, BC
Canada |
Director |
Chairman of Ivory Energy Inc., Financial
Consultant, February 2005 to Present,
Senior V.P. Leede Financial Markets from
February 2003 to February 2005. |
March 23, 2005 |
450,000 |
Earl Drake(3)
Vancouver, BC
Canada |
Director |
Adjunct Professor, Simon Fraser
University at David Lam Centre for
International Communication; Project
Director, China Council for International
Cooperation on Environment and
Development; Vice Chairman, Canada
China Business Council. |
July 24, 2006 |
18,101 |
Yikang Liu(3)
Beijing, China |
Director |
Deputy Secretary General of China Mining
Association since May 2001; Director of New Pacific Metals Corp. September 2004
to July 2006. |
July 24, 2006 |
39,900 |
Grace Soo
Richmond, BC
Canada |
Chief Financial
Officer |
Chief Financial Officer of the Company
and New Pacific Metals Corp. since
September 5, 2006; Self employed in 2005
to September 4, 2006; VP, Finance &
Corporate Development, Uniserve
Communications Corporation in 2005;
Consultant June to August 2006; VP,
Internal Audit & Business Risk Management
in 2004; and, Controller and
Treasurer from 1997 to 2004 for Great
Canadian Gaming Corporation; VP,
Finance and Administration, Great Canadian
Casinos Inc. from 2000 to 2004. |
September 5,
2006 |
Nil |
Lorne Waldman
Vancouver, BC
Canada |
Corporate
Secretary |
In-house Legal Counsel and Corporate
Secretary of Nam Tai Electronics, Inc.
from November 1996 to September 2007. |
September 10,
2007 |
Nil |
Mike Hibbitts
Vancouver, BC
Canada |
VP, Operations |
VP, Exploration of International KRL
Resources Corporation, Logan Resources
Ltd. from 2006 to 2007; VP, Exploration
and Development of New Gold Inc. (formerly DRC Resources) from May 2003
to June 2006. |
October 1, 2007 |
Nil |
Shaoyang Shen
Toronto, ON
Canada |
General
Manager,
China
Operations |
Senior Analyst / Accountant at Grant
Thornton LLP; Accountant at Bennett
Gold LLP. |
January 1, 2008 |
Nil |
|
(1) |
The information as to municipality of residence and principal occupation of each nominee has been individually furnished by the respective nominee.
|
(2) |
Includes occupations for the preceding 5 years unless the director was elected at the previous Annual Meeting and was shown as a nominee for election as a director in the Information Circular for that meeting.
|
(3) |
Member of Audit Committee.
|
(4) |
The approximate number of shares of the Company carrying the right to vote in all circumstances beneficially owned directly or indirectly, or over which control or direction is exercised is based upon information furnished to the Company by each proposed nominee as at the date hereof.
|
The term of office of each of the directors expires at the next general meeting of shareholders.
50614971.3
73
As of the date hereof, all of the directors and officers of the Company, as a group, beneficially own, directly or indirectly, or exercise control over 6,192,856 common shares representing 4.02% of the Companys 153,953,501 common shares issued and outstanding as of the date hereof.
13.2 |
Cease Trade Orders, Bankruptcies, Penalties or Sanctions |
Except as disclosed below, as at the date of this AIF and within the ten years before the date of this AIF, no director, executive officer or a shareholder holding sufficient number of securities of the Company to materially affect control of the Company,
(a) |
is or has been a director or executive officer of any company (including the Company), that while that person was acting in that capacity:
|
|
|
(i) |
was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
|
|
|
(ii) |
was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
|
|
|
(iii) |
within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
|
|
(b) |
has within 10 years before the date of the AIF became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officers or shareholders.
|
|
No director, officer or promoter of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has, within the ten years prior to the date of this AIF, been subject to:
(a) |
any penalties or sanctions imposed by a court or securities regulatory authority relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
|
|
(b) |
any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
|
|
Mr. Paul Simpson is the Corporate Secretary of Salmon River Resources Ltd., a company listed on the TSX-V, which was the subject of a cease trade order of the Alberta Securities Commission issued on December 2, 2003 for failure to file its Annual Financial Statements for the period ended June 30, 2003. The annual financial statements were filed in February 2004, and the cease trade order subsequently lifted.
50614971.3
74
Mr. Simpson was also the Corporate Secretary of Tournigan Ventures Corporation (now named Tournigan Gold Corporation) (TVC) on January 21, 2002, when the British Columbia Securities Commission issued a cease trade order against TVC for failure to file its audited financial statements and supporting documentation within the time provided. Upon raising necessary funds to pay the auditors, financial statements were completed and filed and the cease trade order was lifted by the British Columbia Securities Commission on April 23, 2002, and by the Alberta Securities Commission on May 10, 2002.
13.3 |
Conflicts of Interest |
Certain directors and officers of the Company are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring and exploiting natural resources properties. These associations to other public companies in the resource sector may give rise to conflicts of interest from time to time.
Under the laws of the Province of British Columbia, the directors and senior officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company. In the event that such a conflict of interest arises at a meeting of the Companys directors, a director who has such a conflict will disclose such interest in a contract or transaction and will abstain from voting on any resolution in respect of such contract or transaction. See also Item 4.2 Risk Factors.
ITEM 14: AUDIT COMMITTEE
Audit Committee Charter
A copy of the Charter of the Audit Committee is attached hereto as Schedule 1.
Composition of the Audit Committee
The current members of the Audit Committee are Greg Hall, Earl Drake, and Yikang Liu, all of whom are considered independent pursuant to National Instrument 52-110 Audit Committees. All members of the Audit Committee are considered to be financially literate. The Audit Committee will be re-constituted after the 2008 Annual General and Special Meeting.
Relevant Education and Experience
Greg Hall, Director
Mr. Hall is an experienced financial market professional with 24 years experience as a broker, senior executive officer and founder of a number of successful brokerage firms. He has also been extensively involved since 1984 in investments in China, including memberships on the board of directors of several private and public companies with projects in China. Mr. Hall was one of the founding directors of Dragon Pharmaceuticals Inc.
Earl Drake, Director
Mr. Earl Drake is currently Vice Chairman of the Canada China Business Council and Project Director of the China Council for the International Cooperation on Environment and Development and was previously the Ambassador of Canada to the People's Republic of China and the Republic of Indonesia. In the past 50 years, Mr. Drake was also the top Canadian representative in the governing councils of the Organization for Economic Cooperation and Development in Paris and the World Bank in Washington,
50614971.3
75
DC and served in Ottawa as Assistant Deputy Minister for Asia-Pacific in the Foreign Affairs Department and as Vice President in the Canadian International Development Agency. Mr. Earl Drake an Adjunct Professor at Simon Fraser University in the Centre for International Communication. Mr. Drake has long experience in cross-cultural negotiation and communication to harmonize economic development goals with sustainable environmental policies and practices.
Yikang Liu, Director
Mr. Yikang Liu is the Deputy General Secretary of the China Mining Association and the 35th & 36th Vice-Chairman of the Geological Society of China. Before he retired in 2001, Mr. Liu was the Chief Geologist for the former Ministry of Metallurgical Industry of China. While there he made significant contributions to the amendment of the last China Mineral Resources Law. Mr. Liu, representing Chinese interests, is the person responsible for the establishment of the first Sino-foreign joint venture for mineral exploration in China. Mr. Liu has over 40 years of geological experience in managing, evaluating and exploring mineral projects for the Chinese government in China and in 17 countries around the world including Bolivia, Madagascar, the Philippines, Iran, and Peru. Mr. Liu is an Adjunct Professor of Geology at the Changchun College of Technology, Northeast University and the China University of Geoscience. Mr. Lius
expertise is in mining development and exploration in China.
Reliance on Certain Exemptions
The Company has not relied on any exemptions under securities law in the past year regarding the Audit Committee.
During the last year, recommendations of the Audit Committee to nominate or compensate an external auditor were adopted by the Board.
External Auditor Services Fees
The Audit Committee has reviewed the nature and amount of the services provided by Ernst & Young LLP to ensure auditor independence. Fees billed by external auditors for audit services in the last two fiscal years are outlined below:
Nature of Services |
Year Ended March 31, 2008 |
Year Ended March 31, 2007 |
Audit Fees(1) |
$255,000 |
$190,000 |
Audit-Related Fees (2) |
$219,000 |
Nil |
Tax- Fees (3) |
$18,000 |
$5,000 |
All Other Fees (4) |
Nil |
Nil |
Total |
$492,000 |
$195,000 |
(1) |
Audit Fees include fees necessary to perform the annual audit and quarterly reviews of the Companys consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
|
(2) |
Audit-Related Fees include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
|
(3) |
Tax Fees include fees for all tax services other than those included in Audit Fees and Audit-Related Fees. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
|
(4) |
All Other Fees include all other fees billed by the Companys auditors.
|
|
50614971.3
76
ITEM 15: LEGAL PROCEEDINGS
The Company is not aware of any actual or pending material legal proceedings to which the Company is or is likely to be party or of which any of its business or property is or is likely to be subject.
ITEM 16: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
The interest of management of the Company and others in material transactions and transactions involving remuneration for services is disclosed under the heading Related Party Transactions in the Companys Annual Managements Discussion and Analysis, March 31, 2008, 2007 and 2006 and under the sections titled Interests of Insiders in Material Transactions and Statement of Executive Compensation in the Companys Management Information Circular as at August 28, 2007, July 20, 2006 and June 30, 2005. See Item 20 Additional Information.
During the year ended March 31, 2008, the Company incurred the following related party transactions (reported in US$):
(i) |
consulting fees of $270,695 (2007 - $152,599) payable to a company owned by an officer and director of the Company and to an officer of the Company;
|
|
(ii) |
legal fees of $nil (2007 - $76,974) payable to a law firm with a partner that is a director of the Company;
|
|
(iii) |
management fees of $202,449 (2007 - $126,047) payable to a company owned by an officer and director of the Company, and to an officer and director of the Company;
|
|
(iv) |
accounting fees of $498 (2007 - $77,346) payable to an accounting firm with a partner that is former officer of the Company;
|
|
(v) |
directors fees of $93,731 (2007 - $36,363);
|
|
(vi) |
expenses recovered of $302,100 (2007 - $321,931) from New Pacific Metals Corp. (NUX).
|
|
As at March 31, 2008, the related transaction balances included the following:
(i) |
$nil (March 31, 2007 - $34,478) due to a company controlled by a director of the Company for services provided;
|
|
(ii) |
$nil (March 31, 2007 - $131,641) due to the joint venture partner of Henan Huawei;
|
|
(iii) |
$12,117,910 (March 31, 2007 - $nil) due to the joint venture partner of Henan Found for non-controlling interest distributable as Henan Found declared dividend during the year;
|
|
(iv) |
$12,014 (March 31, 2007 - $28,329) due from a company related by common control;
|
|
(v) |
$17,113 (March 31, 2007 - $nil) due from the joint venture partner of Qinghai Found;
|
|
(vi) |
$18,051 (March 31, 2007 - $nil) due from NUX for expenses incurred and recoverable under an inter-company services and cost allocation arrangement; and,
|
|
(vii) |
$nil (March 31, 2007 - $1,195,129) due to NUX for funds advanced from NUX.
|
|
50614971.3
77
On December 8, 2006, NUX entered into a Declaration of Trust Agreement with Yunnan JCJ, an indirectly wholly owned subsidiary of the Company, to hold in trust for NUX, two exploration permits (Huaiji Project) located in Guangdong Province, China.
On January 25, 2007, NUX advanced $1.24 million to the Company to fund the Huaiji Project. As at March 31, 2008, a total of $683,995 of cash held in trust by the Company for the sole benefit of NUX is repayable upon demand, pursuant to a trust agreement dated October 16, 2007.
The transactions with related parties during the year are measured at the exchange amount, which is the amount of consideration established and agreed by the parties. The balances with related parties are unsecured, non-interest bearing, and due on demand.
ITEM 17: TRANSFER AGENTS AND REGISTRARS
The Companys transfer agent and registrar is Computershare Trust Company of Canada of 510 Burrard Street, 2nd Floor, Vancouver, British Columbia, V6C 3B9.
ITEM 18: MATERIAL CONTRACTS
There are no other contracts, other than those herein disclosed in this Annual Information Form and other than those entered into in the ordinary course of the Companys business, that are material to the Company and which were entered into in the most recently completed financial year ended March 31, 2008 or before the most recently completed financial year but are still in effect as of the date of this Annual Information Form.
ITEM 19: INTERESTS OF EXPERTS
BK Exploration Associates was responsible for preparing the independent Ying and HPG Report dated August 16, 2007 to provide an update on the Ying Silver-Lead-Zinc and HPG Gold-Silver-Lead Projects. Chris Broili, C.P. Geo. & L.P. Geo., an independent consulting geologist and a qualified person is the author responsible for Chapters 2 through 4, 7 through 13, 15, 18 and 19 of the Ying and HPG Report. Mel Klohn, L.P. Geo., an independent consulting geologist and a qualified person is the author responsible for Chapters 1, 5, 6, 14, 16, 17 and 20 of the Ying and HPG Report. The Ying and HPG Report was Sedar-filed on September 20, 2007.
Chris Broili, C.P. Geo. & L.P. Geo., completed the first and second technical reports on the Ying Project on April 21, 2004 and April 18, 2005 and co-authored with Cathy Fong, P.Eng. and Jasman W. Yee, P. Eng. a third scoping-level report on April 18, 2006. The May 26, 2006 technical report primarily provides new and updated mineral resource estimates and updates on exploration activities.
Chris Broili, C.P. Geo. & L.P. Geo., an independent consulting geologist and a qualified person is the primary author responsible for sections 2 through 15 and 19 in the technical report titled Technical Update 2006 May 26 for the Company on the Ying Silver-Lead-Zinc Project, Henan Province, Peoples Republic of China and dated May 26, 2006 (the Ying Report). Mel Klohn, L.P. Geo., an independent consulting geologist and a qualified person is the co-author responsible for sections 1, 17 and 20 of the Ying Report. Michael Petrina, P. Eng., an independent consulting geologist and a qualified person is responsible for section 18 of the Ying Report. Jasman W. Yee, P. Eng., an independent consulting geologist and a qualified person is responsible for the content of section 16 and
50614971.3
78
parts of section 18 of the Ying Report. Cathy Fong, P. Eng. is a qualified person co-signing the Ying Report.
SRK Consultants were responsible for preparing the independent technical report for the HPG Silver-Lead project of April 2006.
Ernst & Young LLP are the Auditors for the Company. Ernst & Young LLP prepared the auditors report for the Companys financial statements for the year ended March 31, 2008.
19.2 |
Interests of Experts |
None of the independent consulting geologist and qualified persons named in the Names of Experts section, when or after they prepared the statement, report or valuation, has received any registered or beneficial interests, direct or indirect, in any securities or other property of the Company or of one of the Companys associates or affiliates or is or is expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company. This information has been provided to the Company by the individual experts.
The qualified persons who were responsible for the preparation of the technical reports for the Ying Project beneficially own, directly or indirectly, less than 1% of the Common Shares.
ITEM 20: ADDITIONAL INFORMATION
Additional information on the Company can be found on the Companys website at www.silvercorp.ca or on SEDAR at www.sedar.com.
Additional information, including directors and officers remuneration and indebtedness, principal holders of the Companys securities and securities authorized for issuance under equity compensation plans, if applicable, is contained in the Companys information circular for its most recent annual meeting of securityholders that involved the election of directors.
The Companys Environment Health Safety and Labour Due Diligence Assessment Report dated November 26, 2007 can be found on SEDAR at www.sedar.com.
Additional information is provided in the Companys most recent financial statements and the management discussion and analysis for its most recently completed financial year.
50614971.3
79
ITEM 21: SCHEDULE 1
SILVERCORP METALS INC.
AUDIT COMMITTEE CHARTER
The main objective of the Audit Committee is to act as a liaison between the Board and the Companys independent auditors (the Auditors) and to assist the Board in fulfilling its oversight responsibilities with respect to (a) the financial statements and other financial information provided by the Company to its shareholders, the public and others, (b) the Companys compliance with legal and regulatory requirements, (c) the qualification, independence and performance of the Auditors and (d) the Company's risk management and internal financial and accounting controls, and management information systems.
Although the Committee has the powers and responsibilities set forth in this Charter, the role of the Committee is oversight. The members of the Committee are not full-time employees of the Company and may or may not be accountants or auditors by profession or experts in the fields of accounting or auditing and, in any event, do not serve in such capacity. Consequently, it is not the duty of the Committee to conduct audits or to determine that the Companys financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations.
The Committee shall consist of three or more directors and shall satisfy the laws governing the Company and the independence, financial literacy, expertise and experience requirements under applicable securities law, stock exchange and any other regulatory requirements applicable to the Company.
The members of the Committee and the Chair of the Committee shall be appointed by the Board. A majority of the members of the Committee shall constitute a quorum. A majority of the members of the Committee shall be empowered to act on behalf of the Committee. Matters decided by the Committee shall be decided by majority votes.
Any member of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee as soon as such member ceases to be a director.
The Committee may form and delegate authority to subcommittees when appropriate.
The Committee shall meet as frequently as circumstances require, but not less frequently than four times per year. The Committee shall meet at least quarterly.
The Committee may invite, from time to time, such persons as it may see fit to attend its meetings and to take part in discussion and consideration of the affairs of the Committee.
The Companys accounting and financial officer(s) and the Auditors shall attend any meeting when requested to do so by the Chair of the Committee.
(1) |
The Committee shall recommend to the Board of directors:
|
|
|
(a) |
the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and
|
|
50614971.3
80
|
(b) |
the compensation of the external auditor.
|
|
(2) |
The Committee shall be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.
|
|
(3) |
The Committee must pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company's external auditor.
|
|
(4) |
The Committee must review the Company's financial statements, MD&A and annual and interim earnings press releases before the Company publicly discloses this information.
|
|
(5) |
The Committee must be satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to in subsection (4), and must periodically assess the adequacy of those procedures.
|
|
(6) |
The Committee must establish procedures for:
|
|
|
(a) |
the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
|
|
|
(b) |
the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
|
|
(7) |
An audit committee must review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer.
|
|
The Committee shall have the following authority:
(a) |
to engage independent counsel and other advisors as it determines necessary to carry out its duties,
|
|
(b) |
to set and pay the compensation for any advisors employed by the Committee, and
|
|
(c) |
to communicate directly with the internal and external auditors.
|
|
50614971.3
81
EX-99.4
5
reconciliationusgaap.htm
RECONCILIATION TO US GAAP FOR YEARS ENDED MARCH 31, 2008 AND 2007
Exhibit 99.4
Exhibit 99.4
![[reconciliationusgaap001.jpg]](reconciliationusgaap001.jpg)
SILVERCORP METALS INC.
Supplementary Note to the Consolidated Financial Statements
Reconciliation to United States Generally Accepted Accounting
Principles For Years ended March 31, 2008 and 2007
(Expressed in US Dollars, unless otherwise stated)
ERNST & YOUNG
INDEPENDENT AUDITORS REPORT ON RECONCILIATION TO UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
To the Board of Directors of
Silvercorp Metals Inc.
On April 30, 2008 (except for notes 13, 14, and 20 which are as of July 4, 2008), we reported on the consolidated balance sheets of Silvercorp Metals Inc. (the Company) as at March 31, 2008 and 2007 and the consolidated statements of operations and retained earnings, comprehensive income, cash flows and shareholders equity for the years then ended (the Consolidated Financial Statements) which are included as exhibit 1 and incorporated by reference in the Registration Statement (Form 40-F).
In connection with our audits conducted in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) of the Consolidated Financial Statements, we also have audited the related supplemental note entitled Reconciliation to United States Generally Accepted Accounting Principles included as exhibit 4 and incorporated by reference in the Registration Statement (Form 40-F). This supplemental note is the responsibility of the Companys management. Our responsibility is to express an opinion on this supplemental note based on our audits.
In our opinion, such supplemental note, when considered in relation to the Consolidated Financial Statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
| |
| /s/ Ernst & Young LLP
|
| |
| |
Vancouver, Canada
| |
July 4, 2008
| Chartered Accounants
|
SILVERCORP METALS INC.
Supplementary Note to the Consolidated Financial Statements
Reconciliation to United States Generally Accepted Accounting Principles
For Years ended March 31, 2008 and 2007
(Expressed in US dollars, unless otherwise stated)
Silvercorp Metals Inc. (the Company) prepares its consolidated financial statements in accordance with Canadian generally accepted accounting principles (Canadian GAAP), which principles differ in certain respects from those in the United States (US GAAP). The following is the reconciliation:
Consolidated summarized balance sheet |
|
2008 |
|
|
2007 |
|
Total assets under Canadian GAAP |
$ |
190,219,314 |
|
$ |
94,151,226 |
|
Mark to market adjustment to short term investment (c) |
|
100,750 |
|
|
503,513 |
|
Write off mineral rights and properties(a) |
|
(7,823,805 |
) |
|
(454,998 |
) |
Adjust accumulated amortization of mineral rights and properties (h) |
|
1,044,666 |
|
|
607,674 |
|
Adjustment to equity investment (c) |
|
(852,297 |
) |
|
(341,329 |
) |
Total assets under US GAAP |
$ |
182,688,628 |
|
$ |
94,466,086 |
|
|
Total liabilities under Canadian GAAP |
$ |
29,961,846 |
|
$ |
9,665,422 |
|
Tax effect of mineral rights and properties adjustment (b) |
|
(1,080,652 |
) |
|
(22,901 |
) |
Total liabilities under US GAAP |
$ |
28,881,194 |
|
$ |
9,642,521 |
|
|
Non-controlling interest under Canadian GAAP |
$ |
11,265,197 |
|
$ |
6,947,986 |
|
Minority interest effect of mineral rights and properties adjustments and start-up cost adjustments (d) |
|
(1,156,303 |
) |
|
34,352 |
|
Minority Interest and Other Comprehensive Income Under US GAAP |
$ |
10,108,894 |
|
$ |
6,982,338 |
|
|
Shareholders' equity under Canadian GAAP |
$ |
148,992,271 |
|
$ |
77,537,818 |
|
Write off deferred exploration (a) |
|
(7,848,987 |
) |
|
(449,354 |
) |
Adjust accumulated amortization of mineral rights and properties (h) |
|
1,038,957 |
|
|
600,137 |
|
Tax effect of mineral rights and properties adjustment (b) |
|
1,084,792 |
|
|
22,617 |
|
Adjustment to equity investment (c) |
|
(543,705 |
) |
|
(30,599 |
) |
Mark to market adjustment to short term investment (c) |
|
(213,677 |
) |
|
190,771 |
|
Minority interest effect of mineral rights and properties adjustments and start-up cost adjustments (d) |
|
1,161,710 |
|
|
(33,926 |
) |
Adjustment to accumulated other comprehensive income due to foreign exchange difference (i) |
|
27,178 |
|
|
3,763 |
|
Shareholders' equity under US GAAP |
$ |
143,698,539 |
|
$ |
77,841,227 |
|
Consolidated summarized statements of operations |
|
2008 |
|
|
2007 |
|
Net Income under Canadian GAAP |
$ |
59,937,254 |
|
$ |
22,022,659 |
|
Write off mineral rights and properties(a) |
|
(7,399,633 |
) |
|
(923,077 |
) |
Adjust accumulated amortization of mineral rights and properties (h) |
|
438,820 |
|
|
600,137 |
|
Tax effect of mineral rights and properties adjustment (b) |
|
1,108,169 |
|
|
(22,617 |
) |
Increase equity investment loss (c) |
|
(513,106 |
) |
|
(18,238 |
) |
Mark to market adjustment to short term investment (c) |
|
(404,448 |
) |
|
190,771 |
|
Minority interest effect of mineral rights and properties adjustments and start-up cost adjustments (d) |
|
1,195,636 |
|
|
72,662 |
|
Adjustment to stock based compensation (g) |
|
196,630 |
|
|
58,523 |
|
Net income under US GAAP |
$ |
54,559,322 |
|
$ |
21,980,820 |
|
|
Basic income per share in accordance with US GAAP |
|
0.37 |
|
|
0.15 |
|
Diluted income per share in accordance with US GAAP |
|
0.36 |
|
|
0.15 |
|
Supplementary Note to the Consolidated Financial Statements page 1
SILVERCORP METALS INC.
Supplementary Note to the Consolidated Financial Statements
Reconciliation to United States Generally Accepted Accounting Principles
For Years ended March 31, 2008 and 2007
(Expressed in US dollars, unless otherwise stated)
Consolidated summarized statement of cash flows |
|
2008 |
|
|
2007 |
|
Operating activities |
|
|
|
|
|
|
Operating activities under Canadian GAAP |
$ |
79,785,179 |
|
$ |
30,052,524 |
|
Write off mineral rights and properties(a) |
|
(7,823,805 |
) |
|
(454,998 |
) |
Operating activities under US GAAP |
|
71,961,374 |
|
|
29,597,526 |
|
|
Investing activities |
|
|
|
|
|
|
Investing activities under Canadian GAAP |
$ |
(92,015,922 |
) |
$ |
(18,726,354 |
) |
Write off mineral rights and properties(a) |
|
7,823,805 |
|
|
454,998 |
|
Investing activities under US GAAP |
$ |
(84,192,117 |
) |
$ |
(18,271,356 |
) |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
Financing activities under Canadian GAAP |
$ |
864,991 |
|
$ |
39,093,202 |
|
Financing activities under US GAAP |
$ |
864,991 |
|
$ |
39,093,202 |
|
a)
Exploration and development Expenditures - Under Canadian GAAP, exploration and development costs and costs of acquiring mineral rights are capitalized during the search for a commercially mineable body of ore. For US GAAP purposes, exploration and development expenditures, including incidental cost recoveries can only be deferred subsequent to the establishment of proven and probable reserves. For US GAAP purposes, the Company has therefore expensed its exploration and development expenditures.
b)
Income Tax Effects - The impact on income tax expense of the GAAP differences discussed in adjustments (a) above.
c)
Equity Method Investments - The equity investments of the Company are accounted for under Canadian GAAP. The equity investments include exploration costs incurred by NUX that have been capitalized during the search for a commercially mineable body of ore and start-up costs incurred by Yongning that have been capitalized during the pre-operating period. For US GAAP purposes, the Company has therefore expensed the exploration and development expenditures and the start-up costs of its equity investment.
Under US GAAP, the Companys investment in NUX contained a free standing derivative (NUXs warrants) which is required to be measured at fair value. Consequently, a total of $314,244, the fair value of the 450,000 NUX warrants the Company subscribed during NUXs private placement in Mach 2007, was adjusted from the equity method investments to short term investments and a loss of $404,448 (2007 - a gain of $190,771) was recorded as mark to market on the consolidated statements of operations.
d)
Minority Interest Adjustments - The impact on the minority interest expenses and balances of the GAAP differences related to the Companys 77.5% owned subsidiary of Henan Found and 70% owned subsidiary of Henan Huawei.
e)
Share Purchase Warrants - Under Canadian GAAP, residual approach was adopted to value the share purchase warrants attached to private placements issued. Under US GAAP, the share purchase warrants should be valued at fair value and the value should be recorded as an additional paid in capital under the shareholder equity section. Upon exercise, the value of the warrants exercised would
Supplementary Note to the Consolidated Financial Statements page 2
SILVERCORP METALS INC.
Supplementary Note to the Consolidated Financial Statements
Reconciliation to United States Generally Accepted Accounting Principles
For Years ended March 31, 2008 and 2007
(Expressed in US dollars, unless otherwise stated)
be transferred to share capital from additional paid in capital. There is no impact on the shareholder equity section as a whole but individual accounts under the shareholder equity section are affected. The balances in the shareholders equity sections under US GAAP are as follows:
|
|
2008 |
|
2007 |
Share capital |
$ |
73,221,158 |
$ |
69,216,510 |
Additional paid in capital |
|
7,485,137 |
|
5,119,641 |
Contributed surplus |
|
1,453,163 |
|
895,518 |
Reserves |
|
2,077,628 |
|
- |
Accumulated other comprehensive income |
|
14,148,805 |
|
483,558 |
Retained earnings |
|
45,312,648 |
|
2,126,000 |
Total shareholders' equity under US GAAP |
$ |
143,698,539 |
$ |
77,841,227 |
f)
Uncertain Tax Positions - In June 2006, FASB issued Accounting for Uncertain Tax Positions an Interpretation of FASB Statement No. 109, FIN 48 which prescribes a recognition and measurement model for uncertain tax positions taken or expected to be taken in the Companys tax returns. FIN 48 provides guidance on recognition, classification, presentation and disclosure of unrecognized tax benefits. The Company has not recorded any tax amounts as a result of the adoption of this standard in the 2008 fiscal year.
g)
Stock based compensation - Stock options are required to be accounted for using the fair value method under both Canadian GAAP and US GAAP. Canadian GAAP allows forfeitures to be estimated in advance or to be accounted for as they occur. Under US GAAP, the compensation expense recognized for stock-based compensation awards must reflect an estimate of award forfeitures at the time of grant, which estimate is revised in subsequent periods, if necessary.
h)
Amortization of mineral rights and properties - The impact of amortization of mineral rights and properties is mainly due to the mineral rights and properties of the GAAP differences discussed in adjustment (a) above.
i)
Accumulated other comprehensive income - The impact on the accumulated other comprehensive income is mainly due to the different exchange rates used to convert the adjustments on the consolidated balance sheet and the adjustments on consolidated statements of operations from functional currency to reporting currency using current rate method.
j)
Recent Accounting Pronouncements
FAS 157, Fair Value Measurements - In September 2006, FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands fair value disclosures. The standard does not require any new fair value measurements. In December 2007, the FASB issued FSP 157-2, which provided for a one-year deferral of the implementation of SFAS 157 for non-financial assets and liabilities. However, the Company is still required to adopt SFAS 157 effective April 1, 2008 for financial assets and liabilities that are carried at fair value. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
Supplementary Note to the Consolidated Financial Statements page 3
SILVERCORP METALS INC.
Supplementary Note to the Consolidated Financial Statements
Reconciliation to United States Generally Accepted Accounting Principles
For Years ended March 31, 2008 and 2007
(Expressed in US dollars, unless otherwise stated)
FAS 159, Fair Value Option - In February 2007, the FASB issued Statement of Financial Accounting Standard ("SFAS") No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115." SFAS No. 159 provides companies with an option to measure, at specified election dates, financial instruments and certain other items at fair value that are not currently measured at fair value. For those items for which the fair value option is elected, unrealized gains and losses will be recognized in earnings for each subsequent reporting period. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This standard is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of this standard on its consolidated financial
statements.
FAS 141R, Business Combinations - In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combination". SFAS No. 141 (R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and non-controlling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
FAS 160, Non-controlling Interests - In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of Accounting Research Bulletin No. 51 (SFAS No.160). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parents ownership interest, and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
FAS 161, Disclosures about Derivative Instruments and Hedging Activities In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS No. 161). SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
FAS 162, The Hierarchy of Generally Accepted Accounting Principles In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS No. 162). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles
Supplementary Note to the Consolidated Financial Statements page 4
SILVERCORP METALS INC.
Supplementary Note to the Consolidated Financial Statements
Reconciliation to United States Generally Accepted Accounting Principles
For Years ended March 31, 2008 and 2007
(Expressed in US dollars, unless otherwise stated)
(GAAP) for nongovernmental entities. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
Supplementary Note to the Consolidated Financial Statements page 5
EX-99.5
6
q1080630.htm
INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007
Exhibit 99.5
Exhibit 99.5
![](afs080331x1x1.jpg)
SILVERCORP METALS INC.
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
THREE MONTHS ENDED JUNE 30, 2008 AND 2007 |
(Expressed in US Dollars, unless otherwise stated) |
Notice to Reader of the Unaudited Interim Consolidated Financial Statements For the three months ended June 30, 2008
The unaudited interim consolidated financial statements of Silvercorp Metals Inc. (the Company) for the three months ended June 30, 2008 (Financial Statements) have been prepared by management. The Financial Statements should be read in conjunction with the Companys audited consolidated financial statements for the twelve months ended March 31, 2008 which are available at the SEDAR website at www.sedar.com. The Financial Statements are stated in terms of US dollars, unless otherwise indicated, and are prepared in accordance with Canadian generally accepted accounting principles.
SILVERCORP METALS INC. |
CONSOLIDATED BALANCE SHEETS |
(Unaudited - expressed in US Dollars) |
|
Notes |
|
June 30, 2008 |
March 31, 2008 |
ASSETS |
|
|
|
|
|
Current Assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
42,592,496 |
47,092,890 |
Short term investments |
|
|
32,471,317 |
37,145,656 |
Accounts receivable and prepaids |
|
|
11,035,520 |
5,259,699 |
Inventories |
3 |
|
4,612,606 |
2,389,175 |
|
|
|
90,711,939 |
91,887,420 |
|
Long term prepaids |
|
|
2,277,554 |
5,194,431 |
Long term investments |
4 |
|
17,853,691 |
17,873,887 |
Property, plant and equipment |
5 |
|
17,952,478 |
14,349,572 |
Mineral rights and properties |
6 |
|
148,017,344 |
60,904,275 |
Reclamation deposits |
|
|
9,817 |
9,729 |
|
|
$ |
276,822,823 |
190,219,314 |
|
LIABILITIES |
|
|
|
|
|
Current Liabilities |
|
|
|
|
Accounts payable and accrued liabilities |
6 |
$ |
22,353,854 |
7,026,628 |
Deposits received from customers |
|
|
2,350,775 |
2,573,202 |
Income tax payable |
|
|
362,935 |
719,557 |
Amounts due to related parties |
10 |
|
12,178,668 |
12,070,732 |
|
|
|
37,246,232 |
22,390,119 |
|
Future income tax liabilities |
|
|
25,800,631 |
6,345,898 |
Asset retirement obligation |
7 |
|
1,991,780 |
1,225,829 |
|
|
|
65,038,643 |
29,961,846 |
|
Non-controlling interests |
|
|
15,699,725 |
11,265,197 |
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
Share capital |
8 |
|
114,236,035 |
78,334,543 |
Contributed surplus |
|
|
- |
1,722,036 |
Reserves |
9 |
|
11,059,771 |
2,077,628 |
Accumulated other comprehensive income |
|
|
17,536,691 |
14,121,627 |
Retained earnings |
|
|
53,251,958 |
52,736,437 |
|
|
|
196,084,455 |
148,992,271 |
|
|
|
$ |
276,822,823 |
190,219,314 |
Commitments and Contingencies |
15 |
|
|
|
Approved on behalf of the Board: |
|
|
|
|
|
(Signed) Greg Hall |
|
Director |
|
|
|
(Signed) Rui Feng |
|
Director |
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements
SILVERCORP METALS INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS |
(Unaudited - Expressed in US Dollars except for share figures) |
|
|
|
|
Three months ended June 30, |
|
|
|
Notes |
|
2008 |
|
|
2007 |
|
|
Sales |
|
$ |
30,859,277 |
|
$ |
22,253,286 |
|
|
Cost of sales |
|
|
7,938,756 |
|
|
4,278,189 |
|
Amortization and depletion |
|
|
1,568,442 |
|
|
586,053 |
|
|
|
|
9,507,198 |
|
|
4,864,242 |
|
|
Gross profit |
|
|
21,352,079 |
|
|
17,389,044 |
|
|
Expenses |
|
|
|
|
|
|
|
Accretion of asset retirement obligations |
7 |
|
18,533 |
|
|
15,156 |
|
Amortization |
|
|
292,681 |
|
|
90,381 |
|
Foreign exchange loss (gain) |
|
|
120,416 |
|
|
410,903 |
|
General exploration and property investigation expenses |
|
|
479,251 |
|
|
230,739 |
|
Investor relations |
|
|
94,703 |
|
|
57,667 |
|
Mineral properties written off |
|
|
- |
|
|
- |
|
Office, administration and miscellaneous |
8(d) |
|
2,948,467 |
|
|
1,378,606 |
|
Professional fees |
|
|
289,618 |
|
|
95,343 |
|
|
|
|
4,243,669 |
|
|
2,278,795 |
|
Earnings before other income and expenses |
|
|
17,108,410 |
|
|
15,110,249 |
|
Other income and expenses |
|
|
|
|
|
|
|
Equity loss in investment |
4 |
|
(204,731 |
) |
|
(120,018 |
) |
Loss on disposal of property, plant and equipment |
5 |
|
(9,504 |
) |
|
(48,130 |
) |
Mineral property option income |
|
|
- |
|
|
1,913,073 |
|
Interest income |
|
|
776,949 |
|
|
470,912 |
|
Other income |
|
|
28,546 |
|
|
533 |
|
|
|
|
591,260 |
|
|
2,216,370 |
|
|
Income before income taxes and non-controlling interests |
|
|
17,699,670 |
|
|
17,326,619 |
|
|
Income tax expense |
|
|
|
|
|
|
|
Current |
|
|
2,039,512 |
|
|
(1,466,991 |
) |
Future |
|
|
(152,870 |
) |
|
15,501 |
|
|
|
|
1,886,642 |
|
|
(1,451,490 |
) |
|
Income before non-controlling interests |
|
|
15,813,028 |
|
|
18,778,109 |
|
|
Non-controlling interests |
|
|
(4,211,587 |
) |
|
(4,251,086 |
) |
|
Net income |
|
|
11,601,441 |
|
|
14,527,023 |
|
|
Retained earnings, beginning of period |
|
|
52,736,437 |
|
|
1,767,831 |
|
Appropriation to reserves |
|
|
(8,982,143 |
) |
|
(2,077,628 |
) |
Value charged to retained earnings upon shares acquired under |
|
|
|
|
|
|
|
normal course issuer bid |
|
|
(2,103,777 |
) |
|
- |
|
|
Retained earnings, end of period |
|
$ |
53,251,958 |
|
$ |
14,217,226 |
|
|
Basic earnings per share |
|
$ |
0.08 |
|
$ |
0.10 |
|
Diluted earnings per share |
|
$ |
0.08 |
|
$ |
0.10 |
|
Weighted Average Number of Shares Outstanding - Basic |
|
|
151,655,320 |
|
|
146,441,295 |
|
Weighted Average Number of Shares Outstanding - Diluted |
|
|
153,178,476 |
|
|
150,235,032 |
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements
SILVERCORP METALS INC. |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
(Unaudited - expressed in US Dollars) |
|
|
Three months ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
Net income for the period |
$ |
11,601,441 |
|
$ |
14,527,023 |
|
Other comprehensive income, net of taxes: |
|
|
|
|
|
|
Transition adjustment to opening balance upon adoption of new standards |
|
- |
|
|
8,674 |
|
Unrealized gain (loss) on available for sale securities |
|
(68,722 |
) |
|
72,853 |
|
Unrealized exchange gain (loss) on translation of self-sustaining foreign operations |
|
1,825,999 |
|
|
(1,001,667 |
) |
Unrealized exchange gain on translation of functional currency to reporting currency |
|
1,657,787 |
|
|
5,484,221 |
|
Other comprehensive income |
|
3,415,064 |
|
|
4,564,081 |
|
Comprehensive income |
$ |
15,016,505 |
|
$ |
19,091,104 |
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements
SILVERCORP METALS INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(Unaudited - expressed in US Dollars) |
|
|
Three months ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
Cash provided by (used for) |
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
Net income for the year |
$ |
11,601,441 |
|
$ |
14,527,023 |
|
Add (deduct) items not affecting cash : |
|
|
|
|
|
|
Accretion of asset retirement obligations |
|
18,533 |
|
|
15,156 |
|
Amortization |
|
1,568,442 |
|
|
676,434 |
|
Equity Investment loss |
|
204,731 |
|
|
120,018 |
|
Future income tax |
|
(152,870 |
) |
|
15,501 |
|
Loss on disposal of property, plant, and equipment |
|
9,504 |
|
|
48,130 |
|
Mineral property option income |
|
- |
|
|
(1,913,073 |
) |
Non-controlling interests |
|
4,211,587 |
|
|
4,251,086 |
|
Stock-based compensation |
|
567,035 |
|
|
596,906 |
|
|
|
18,028,403 |
|
|
18,337,181 |
|
Net change in non-cash working capital |
|
|
|
|
|
|
Accounts receivable and prepaids |
|
(5,656,109 |
) |
|
(473,670 |
) |
Inventory |
|
(2,025,204 |
) |
|
487,679 |
|
Accounts payable and accrued liabilities |
|
15,323,914 |
|
|
1,254,098 |
|
Asset retirement obligation discharged upon payment |
|
- |
|
|
(95,415 |
) |
Income tax payable |
|
(359,139 |
) |
|
(1,528,500 |
) |
Deposits received from customers |
|
(241,499 |
) |
|
900,655 |
|
Cash provided by operating activities |
|
25,070,366 |
|
|
18,882,028 |
|
|
Investing activities |
|
|
|
|
|
|
Acquisition of mineral rights and properties |
|
(31,477,543 |
) |
|
(2,824,185 |
) |
Acquisition of property, plant, and equipment |
|
(3,829,869 |
) |
|
(1,438,164 |
) |
Purchase of long term investments |
|
- |
|
|
(130,316 |
) |
Decrease (increase) of short term investments |
|
5,063,484 |
|
|
(16,036,826 |
) |
Decrease (increase) in long term prepaids |
|
2,956,825 |
|
|
(1,511,033 |
) |
Disposal of property, plant, and equipment |
|
156,975 |
|
|
157,352 |
|
Distribution to non-controlling interest shareholder |
|
- |
|
|
(3,371,257 |
) |
Advances to joint venture parties |
|
- |
|
|
(365,469 |
) |
Cash used in investing activities |
|
(27,130,128 |
) |
|
(25,519,898 |
) |
|
Financing activities |
|
|
|
|
|
|
Repayment from (advance to) related parties |
|
107,936 |
|
|
(365,469 |
) |
Share subscriptions for cash, net of commission and expenses |
|
21,092 |
|
|
908,209 |
|
Shares returned to treasury for cancellation |
|
(4,655,149 |
) |
|
- |
|
Cash provided by (used in) financing activities |
|
(4,526,121 |
) |
|
542,740 |
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
2,085,489 |
|
|
3,011,733 |
|
|
Decrease in cash |
|
(4,500,394 |
) |
|
(3,083,397 |
) |
|
Cash and cash equivalents, beginning of period |
|
47,092,890 |
|
|
53,330,468 |
|
|
Cash and cash equivalents, end of period |
$ |
42,592,496 |
|
$ |
50,247,071 |
|
Supplemental information: |
|
|
|
|
|
|
Income tax paid |
$ |
2,039,512 |
|
$ |
- |
|
|
Non-cash investing activities: |
|
|
|
|
|
|
Common shares of New Pacific Metals Corp. received as |
$ |
- |
|
$ |
1,913,073 |
|
partial consideration for the Option Agreement in |
|
|
|
|
|
|
relation to the Kang Dian Project |
|
|
|
|
|
|
Share issued for mineral rights and properties |
$ |
36,484,591 |
|
$ |
- |
|
Construction in process transferred to mineral rights and properties |
$ |
- |
|
$ |
1,313,791 |
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements |
SILVERCORP METALS INC. |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY |
(Unaudited - expressed in US Dollars except for share figures) |
|
Share capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
Retained |
|
|
Total |
|
|
Number of |
|
|
|
|
|
Contributed |
|
|
|
|
comprehensive |
|
|
earnings |
|
|
shareholders' |
|
|
shares |
|
|
Amount |
|
|
surplus |
|
|
Reserves |
|
income (loss) |
|
|
(deficit) |
|
|
equity |
|
Balance, March 31, 2007 |
145,957,938 |
|
|
74,336,151 |
|
|
954,041 |
|
|
- |
|
479,795 |
|
|
1,767,831 |
|
|
77,537,818 |
|
Transition adjustment to opening balance |
- |
|
|
- |
|
|
- |
|
|
- |
|
8,674 |
|
|
- |
|
|
8,674 |
|
Options exercised |
3,448,896 |
|
|
2,225,239 |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
2,225,239 |
|
Warrants exercised |
9,750 |
|
|
68,463 |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
68,463 |
|
Cancellation of fraction shares |
(108 |
) |
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
- |
|
Value of options transferred upon exercised |
- |
|
|
1,704,690 |
|
|
(1,704,690 |
) |
|
- |
|
- |
|
|
- |
|
|
- |
|
Stock based compensation |
- |
|
|
- |
|
|
2,472,685 |
|
|
- |
|
- |
|
|
- |
|
|
2,472,685 |
|
Unrealized gain on available for sale securities |
- |
|
|
- |
|
|
- |
|
|
- |
|
(48,643 |
) |
|
- |
|
|
(48,643 |
) |
Appropriation to reserves |
- |
|
|
- |
|
|
- |
|
|
2,077,628 |
|
- |
|
|
(2,077,628 |
) |
|
- |
|
Cash dividends declared and distributed |
- |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
(6,891,020 |
) |
|
(6,891,020 |
) |
Earnings of the year |
- |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
59,937,254 |
|
|
59,937,254 |
|
Unrealized loss on translation of self-sustaining operation |
- |
|
|
- |
|
|
- |
|
|
- |
|
3,972,486 |
|
|
- |
|
|
3,972,486 |
|
Unrealized loss on translation functional currency to reporting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency |
- |
|
|
- |
|
|
- |
|
|
- |
|
9,709,315 |
|
|
- |
|
|
9,709,315 |
|
Balance, March 31, 2008 |
149,416,476 |
|
$ |
78,334,543 |
|
$ |
1,722,036 |
|
$ |
2,077,628 |
$ |
14,121,627 |
|
$ |
52,736,437 |
|
$ |
148,992,271 |
|
Options exercised |
4,482 |
|
|
21,092 |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
21,092 |
|
Shares issued for property |
4,532,543 |
|
|
36,484,591 |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
36,484,591 |
|
Cancellation of shares under normal course issuer bid |
(470,000 |
) |
|
(379,871 |
) |
|
(2,275,527 |
) |
|
- |
|
- |
|
|
(706,856 |
) |
|
(3,362,254 |
) |
Shares held for cancellation |
- |
|
|
(237,864 |
) |
|
- |
|
|
- |
|
- |
|
|
(1,396,921 |
) |
|
(1,634,785 |
) |
Value of options transferred upon exercised |
- |
|
|
13,544 |
|
|
(13,544 |
) |
|
- |
|
- |
|
|
- |
|
|
- |
|
Stock based compensation |
- |
|
|
- |
|
|
567,035 |
|
|
- |
|
- |
|
|
- |
|
|
567,035 |
|
Unrealized gain on available for sale securities |
- |
|
|
- |
|
|
- |
|
|
- |
|
(68,722 |
) |
|
- |
|
|
(68,722 |
) |
Appropriation to reserves |
- |
|
|
- |
|
|
- |
|
|
8,982,143 |
|
- |
|
|
(8,982,143 |
) |
|
- |
|
Earnings of the period |
- |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
11,601,441 |
|
|
11,601,441 |
|
Unrealized loss on translation of self-sustaining operation |
- |
|
|
- |
|
|
|
|
|
- |
|
1,825,999 |
|
|
- |
|
|
1,825,999 |
|
Unrealized loss on translation functional currency to reporting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency |
- |
|
|
- |
|
|
- |
|
|
- |
|
1,657,787 |
|
|
- |
|
|
1,657,787 |
|
Balance, June 30, 2008 |
153,483,501 |
|
$ |
114,236,035 |
|
$ |
- |
|
$ |
11,059,771 |
$ |
17,536,691 |
|
$ |
53,251,958 |
|
$ |
196,084,455 |
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
1. |
NATURE OF OPERATIONS |
|
|
Silvercorp Metals Inc. along with its subsidiary companies and joint ventures (collectively the Company) is engaged in the acquisition, exploration, development, and mining of precious and base metal mineral properties in the Peoples Republic of China (China). |
|
|
The Company is a reporting issuer in British Columbia, Alberta, Ontario, Nova Scotia, New Brunswick, Manitoba, and Saskatchewan and trades on the TSX Exchange under the symbol SVM. |
|
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
|
(a) |
Basis of Presentation and principles of consolidation |
|
|
|
These unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP), and presented in US dollars. but they do not contain all disclosures required by Canadian GAAP for annual financial statements and, accordingly, they should be read in conjunction with the most recently prepared annual financial statements for the year ended March 31, 2008. They include the accounts of the Company and its significantly owned subsidiaries: Silvercorp Metals China Inc., Fortune Mining Limited, Fortune Copper Limited, Fortress Mining Inc., Fortune Gold Mining Limited, Lachlan Gold Ltd., Victor Resources Ltd., Victor Mining Ltd., Yangtze Mining Ltd., Yunnan Jin Chang Jiang Mining Co. Ltd. (Yunnan JCJ), 82% owned subsidiary, Qinghai Found Mining Company Ltd. (Qinghai Found), 70% (March 31, 2007 - 60%) owned subsidiary, Henan Huawei Mining Co. Ltd. (Henan Huaw
ei), 77.5% owned subsidiary, Henan Found Mining Co. Ltd. (Henan Found), and 95% owned subsidiary, Anhui Yangtze Mining Co. Ltd. (Anhui Yangtze). |
|
|
|
These unaudited interim consolidated financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the consolidated financial position as at June 30, 2008 and the consolidated statement of income and consolidated cash flows for the three months period presented. Operating results of the interim period are not necessarily indicative of the result that may be expected for the full fiscal year ending March 31, 2009. |
|
|
|
All significant inter-company transactions and accounts have been eliminated upon consolidation. |
|
|
(b) |
Adoption of New Accounting Standards |
|
|
|
On April 1, 2008, the Company adopted the recommendations included in the following Sections of the Canadian Institute of Chartered Accountants Handbook: Section 3862, Financial Instruments - Disclosure and Section 3863, Financial Instruments Presentation, Section 3031, Inventories, and Section 3031, Capital Disclosures. These new standards have no material impact on the classification and measurement in the Companys interim consolidated financial statements. . |
|
|
|
(i) Financial Instrument Standards |
|
|
|
Section 3862, Financial Instruments - Disclosure and Section 3863 Financial Instruments - Presentation, replace Section 3861 Financial Instruments - Disclosure and Presentation. Section 3862 Financial Instruments - Disclosure, describes the required disclosures related to the |
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 1 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
|
significance of the financial instruments on the Companys financial position and performance and the nature and extent of risks arising from financial instruments to which the Company is exposed and how the Company manages those risks. Section 3863 Financial Instruments - Presentation, describes the standards for presentation of financial instruments and non-financial derivatives and carries forward the presentation requirements of Section 3861 Financial Instruments - Disclosure and Presentation. Additional disclosure has been provided in Note 12 to the Companys unaudited interim consolidated financial statements. |
|
|
(ii) |
Inventories |
|
|
Section 3031, Inventories, which replaces Section 3030 Inventories, requires inventories to be measured at the lower of cost and net realizable value, which is different from the existing guidance of the lower of cost and market. It also provides guidance on the determination of cost and requires the reversal of any write-downs previously recognized. Certain minimum disclosures are required, including the accounting policies used, carrying amounts, amounts recognized as an expense, write-downs, and the amount of any reversal of any write-downs recognized as a reduction in expenses. The adoption of this new standards did not have any impact on the Companys consolidated financial statements. |
|
|
(iii) |
Capital Disclosures |
|
|
Section 1535, Capital Disclosure, establishes standards for disclosing information about an entitys capital and how it is managed. These standards require a company to disclose their objectives, policies, and processes for managing capital along with summary quantitative data about what it manages as capital. In addition, disclosures are to include whether companies have complied with externally imposed capital requirements and when a company has not compiled with capital requirement, the consequences of such non-compliance. |
|
(c) |
New Canadian Accounting Pronouncements |
|
|
(i) |
Convergence with IFRS |
|
|
In January 2006, CICA Accounting Standards Board (AcSB) adopted a strategic plan for the direction of accounting standards in Canada. As part of that plan, accounting standards in Canada for public companies are expected to converge with International Financial Reporting Standards (IFRS) for accounting periods commencing on or after January 1, 2011. The Company continues to monitor and assess the impact of convergence of Canadian GAAP and IFRS. |
|
|
(ii) |
Goodwill and Intangible Assets |
|
|
In February 2008, the CICA issued Section 3064, Goodwill and Intangible Assets, which replaces Section 3062, Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. Various changes have been made to other sections of the CICA Handbook for consistency purposes. Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. The new Section will be applicable to the Companys consolidated financial statements for |
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 2 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
|
|
its fiscal year beginning April 1, 2009. The Company is currently evaluating the impact of the adoption of this new Section on its consolidated financial statements. |
|
3. |
INVENTORIES |
|
|
Inventories consist of the following: |
|
|
As at |
|
June 30, 2008 |
|
March 31, 2008 |
|
Direct smelting ore and stockpiled ores |
$ |
2,317,139 |
$ |
951,635 |
|
Concentrate inventories |
|
708,344 |
|
467,776 |
|
Total stockpiled |
|
3,025,483 |
|
1,419,411 |
|
Raw materials |
|
1,587,123 |
|
969,764 |
|
|
$ |
4,612,606 |
$ |
2,389,175 |
Raw materials are valued at the lower of cost, determined on an weighted average cost basis, and net realizable value. Direct smelting ores and stockpiled ores are valued at the lower of mining cost and net realizable value. Mining cost includes the cost of raw material, mining contractor cost, direct labor costs, and applicable production overheads, based on normal operation capacity. Concentrate inventories are value at the lower of cost and net realizable value. The cost of concentrate inventories includes the cost of stockpiled ores and milling cost. Milling cost includes cost of raw material, direct labor costs, freight from the mine sites to the mill sites, and applicable production overheads cost, based on normal operation capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
|
As at |
|
June 30, 2008 |
|
March 31, 2008 |
|
Dajin Resources Corp. |
|
|
|
|
|
1,000,000 (March 31, 2008 - 1,000,000) common shares |
$ |
137,444 |
$ |
204,300 |
|
New Pacific Metals Inc. (a) |
|
11,151,354 |
|
11,251,648 |
|
Luoyang Yongning Smelting Co. Ltd. |
|
6,564,893 |
|
6,417,939 |
|
|
$ |
17,853,691 |
$ |
17,873,887 |
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 3 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
(a) |
New Pacific Metals Inc. (NUX) |
|
|
As at June 30, 2008, the Company owns 7,400,000 common shares of NUX, representing an ownership of 23.4% (June 30, 2007 - 19.4%). The following is the summary of the investment in NUX and its market value: |
|
|
|
|
|
|
|
|
Market Value of |
|
|
|
|
|
|
|
NUX's common |
|
|
Number of shares |
|
Book Value |
|
|
shares |
|
Balance, March 31, 2006 |
1,670,835 |
$ |
732,653 |
|
$ |
2,462,373 |
|
Shares released from escrow |
2,416,666 |
|
3,824,281 |
|
|
3,824,281 |
|
Participation in NUX's private placement |
900,000 |
|
1,951,600 |
|
|
1,951,600 |
|
Equity in loss of investee company |
|
|
( 222,061 |
) |
|
- |
|
Foreign translation impact |
|
|
( 6,667 |
) |
|
- |
|
Balance, March 31, 2007 |
4,987,501 |
|
6,279,806 |
|
|
14,924,866 |
|
Shares released from escrow |
2,412,499 |
|
4,388,267 |
|
|
4,388,267 |
|
Equity in loss of investee company |
|
|
( 250,113 |
) |
|
- |
|
Foreign translation impact |
|
|
833,688 |
|
|
- |
|
Balance, March 31, 2008 |
7,400,000 |
$ |
11,251,648 |
|
$ |
14,758,245 |
|
Equity in loss of investee company |
- |
|
( 203,024 |
) |
|
- |
|
Foreign translation impact |
- |
|
102,730 |
|
|
- |
|
Balance, June 30, 2008 |
7,400,000 |
|
11,151,354 |
|
$ |
20,720,000 |
5. |
PROPERTY, PLANT AND EQUIPMENT |
|
|
Property, plant and equipment consist of: |
|
As at |
|
|
|
June 30, 2008 |
|
|
|
|
|
|
March 31, 2008 |
|
|
|
|
|
|
|
|
Accumulated |
|
Net Book |
|
|
|
|
Accumulated |
|
Net Book |
|
|
|
Cost |
|
Depreciation |
|
Value |
|
Cost |
|
|
Depreciation |
|
Value |
|
Building |
$ |
10,426,190 |
$ |
328,175 |
$ |
10,098,015 |
$ |
8,236,801 |
|
$ |
263,521 |
$ |
7,973,280 |
|
Computer equipment |
|
713,436 |
|
196,954 |
|
516,482 |
|
570,784 |
|
|
179,022 |
|
391,762 |
|
Computer software |
|
197,139 |
|
43,277 |
|
153,862 |
|
191,211 |
|
|
37,371 |
|
153,840 |
|
Equipment and funiture |
|
1,184,932 |
|
170,214 |
|
1,014,718 |
|
976,584 |
|
|
141,772 |
|
834,812 |
|
Machinery |
|
3,246,546 |
|
254,241 |
|
2,992,305 |
|
2,650,059 |
|
|
200,017 |
|
2,450,042 |
|
Mining equipment |
|
497,489 |
|
179,073 |
|
318,416 |
|
482,115 |
|
|
156,994 |
|
325,121 |
|
Motor vehicle |
|
1,492,803 |
|
337,626 |
|
1,155,177 |
|
1,268,900 |
|
|
301,735 |
|
967,165 |
|
Land use right |
|
500,905 |
|
2,504 |
|
498,401 |
|
496,373 |
|
|
- |
|
496,373 |
|
Leasehood improvement |
|
103,100 |
|
33,030 |
|
70,070 |
|
113,674 |
|
|
29,270 |
|
84,404 |
|
Construction in process |
|
1,135,032 |
|
- |
|
1,135,032 |
|
672,773 |
|
|
- |
|
672,773 |
|
|
$ |
19,497,572 |
$ |
1,545,094 |
$ |
17,952,478 |
|
15,659,274 |
$ |
$ |
1,309,702 |
|
14,349,572 |
$ |
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 4 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
|
During the three months June 30, 2008, the Company disposed of leasehold improvement with net book value of $9,504 (June 30, 2008 - motor vehicles of $205,482) and a loss of $9,504 (June 30, 2007 - $48,130) was recorded. |
|
6. |
MINERAL RIGHTS AND PROPERTIES |
|
|
Mineral rights and properties are comprised of the following: |
|
|
As at |
|
June 30, 2008 |
|
|
|
March 31, 2008 |
|
|
|
|
|
Accumulated |
|
|
|
Accumulated |
|
|
|
|
Cost |
Amortization |
|
Net Book Value |
Cost |
Amortization |
|
Net Book Value |
|
Ying, Henan Province, China |
23,602,135 |
(3,253,745 |
) |
20,348,390 |
20,958,911 |
(2,656,161 |
) |
18,302,750 |
|
HPG, Henan Province, China |
12,226,700 |
(2,055,768 |
) |
10,170,932 |
11,247,479 |
(1,515,086 |
) |
9,732,393 |
|
TLP, Henan Province, China |
22,626,738 |
(149,931 |
) |
22,476,807 |
20,015,357 |
- |
|
20,015,357 |
|
LM, Henan Province, China |
11,157,510 |
(217,203 |
) |
10,940,307 |
9,748,658 |
- |
|
9,748,658 |
|
NZ, Henan Province, China |
2,065,970 |
- |
|
2,065,970 |
2,046,934 |
- |
|
2,046,934 |
|
Nabao, Qinghai Province, China |
1,630,539 |
- |
|
1,630,539 |
1,058,183 |
- |
|
1,058,183 |
|
GC & SMT, Guangdong Province, China |
80,384,399 |
- |
|
80,384,399 |
- |
- |
|
- |
|
Total |
153,693,991 |
(5,676,647 |
) |
148,017,344 |
65,075,522 |
(4,171,247 |
) |
60,904,275 |
During the three months ended June 30, 2008, the Company acquired 95% interest in Gaocheng (GC) and Shimentou (SMT) silver, lead and zinc exploration permits for $60.8 million (CAD$61.95 million) through the acquisition of 100% interest of Yangtze Mining Ltd. (Yangtze Mining), a private company registered in British Virgin Island (BVI), from Yangtze Gold Ltd. (Yangtze Gold), a private BVI company and a related party of the Company by a director in common, through an acquisition of Yangtze Mining is holding 95% interest in a Sino-Foreign joint venture company, Anhui Yangtze Mining Co. Ltd. (Anhui Yangtze), which owns 100% of GC and SMT silver, lead and zinc exploration permits located in Guangdong Province, Peoples Republic of China.
During the three months ended June 30, 2008, a total of 4,532,543 common shares of the Company at a deemed price of CAD$8.20 per share, which represent the 60% of the purchase price, or $36.5 million, were issued and a total cash payment of $12.2 million was paid with the remaining of $12.1 million plus interest accrued and recorded as accrued liabilities on the consolidated balance sheet. As of June 30, 2008, a total of $80.4 million, which including $19.3 million future income tax liabilities on the acquisition, was capitalized as the acquisition cost of GC and SMT projects on the consolidated financial statements.
Subsequent to June 30, 2008, the Company fulfilled its obligations to acquire the GC and SMT project by payment of the remaining $12.2 million to Yangtze Gold.
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 5 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
7. |
ASSET RETIREMENT OBLIGATIONS |
|
|
The following table presented the reconciliation of the beginning and ending obligations associated with the retirement of the properties: |
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
portion |
|
|
Long term portion |
|
|
Total |
|
|
Balance, March 31, 2006 |
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
Obligations incurred during the year |
|
- |
|
|
1,127,591 |
|
|
1,127,591 |
|
|
Obligations discharged upon payments to local government |
|
- |
|
|
(226,321 |
) |
|
(226,321 |
) |
|
Accretion of asset retirement obligations |
|
- |
|
|
61,132 |
|
|
61,132 |
|
|
Reclassification of current portion of the obligations |
|
292,406 |
|
|
(292,406 |
) |
|
- |
|
|
Balance, March 31, 2007 |
$ |
292,406 |
|
$ |
669,996 |
|
$ |
962,402 |
|
|
Obligations incurred during year |
|
252,725 |
|
|
440,699 |
|
|
693,424 |
|
|
Obligations discharged upon payments during the year |
|
(515,980 |
) |
|
- |
|
|
(515,980 |
) |
|
Obigations reduction as per revision of ARO of Ying Property |
|
- |
|
|
(94,009 |
) |
|
(94,009 |
) |
|
Accretion of asset retirement obligations |
|
10,517 |
|
|
51,171 |
|
|
61,688 |
|
|
Reclassification of current portion of ARO to long term |
|
(75,226 |
) |
|
75,226 |
|
|
- |
|
|
Foreign translation impacts |
|
35,558 |
|
|
82,746 |
|
|
118,304 |
|
|
Balance, March 31, 2008 |
$ |
- |
|
$ |
1,225,829 |
|
$ |
1,225,829 |
|
|
Obligation incurred during year |
|
- |
|
|
719,075 |
|
|
719,075 |
|
|
Accretion of asset retirement obligations |
|
- |
|
|
18,808 |
|
|
18,808 |
|
|
Foreign translation impacts |
|
- |
|
|
28,068 |
|
|
28,068 |
|
|
Balance, June 30, 2008 |
$ |
- |
|
$ |
1,991,780 |
|
$ |
1,991,780 |
|
|
Although the ultimate reclamation costs to be incurred for the existing mines are uncertain, the Company has estimated the undiscounted future values of these costs to be $2.45 million as at June 30, 2008 (March 31, 2008 - $1.74 million ) in the next five to eight years. |
|
|
The aggregate accrued obligation as at March 31, 2008, representing the fair value of the future reclamation costs, was $1,991,780 (March 31, 2008 - $1,225,829). The fair value was estimated using a credit risk free discount rate of six percent. |
|
8. |
SHARE CAPITAL |
|
|
(a) |
Authorized |
|
|
|
Unlimited number of common shares without par value. |
|
|
(b) |
Normal Course Issuer Bid |
|
|
|
On March 20, 2008, the Company announced another Normal Course Issuer Bid to acquire up to 2,988,029 of its common shares. The Normal Course Issuer Bid was approved By TSX Exchange and commenced on March 28, 2008 and continues until no later than March 27, 2009. During the three months ended June 30, 2008, a total of 764,300 shares were acquired at a total cost of $4.6 million, of which 470,000 shares were cancelled and 294,300 shares are held for cancellation. |
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 6 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
|
Subsequent to June 30, 2008, the Company acquired 325,400 common shares under the Normal Course Issuer Bid at a cost of $1.6 million and cancelled 619,700 common shares with no shares held for cancellation. |
|
(c) |
Share Purchase Warrants |
|
|
The following is a summary of warrant transactions: |
|
|
Warrant Shares |
Issued |
Warrant Shares |
Warrant Shares |
|
Price per |
|
|
Outstanding as at |
during |
Exercised |
Outstanding as at |
|
Warrant |
|
|
March 31, 2008 |
the period |
during the period |
June 30, 2008 |
|
CAD$ |
Expiry Date |
|
|
|
3,742,119 |
- |
- |
3,742,119 |
$ |
8.00 |
October 26, 2008 |
(d) |
Stock Options |
|
|
The following is a summary of option transactions: |
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Exercise price per |
|
|
|
Number of |
|
|
share |
|
|
|
shares |
|
|
CAD$ |
|
|
Balance, March 31, 2006 |
7,909,875 |
|
$ |
0.36 |
|
|
Options granted |
1,300,500 |
|
|
4.44 |
|
|
Option exercised |
(2,961,717 |
) |
|
0.30 |
|
|
Options forfeited |
(78,750 |
) |
|
4.35 |
|
|
Balance, March 31, 2007 |
6,169,908 |
|
$ |
1.19 |
|
|
Options granted |
1,081,200 |
|
|
7.11 |
|
|
Option exercised |
(3,448,896 |
) |
|
0.73 |
|
|
Options forfeited |
(567,527 |
) |
|
2.60 |
|
|
Balance, March 31, 2008 |
3,234,685 |
|
$ |
3.42 |
|
|
Option granted |
50,000 |
|
|
7.54 |
|
|
Option exercised |
(4,482 |
) |
|
4.81 |
|
|
Option expired |
(31,875 |
) |
|
0.75 |
|
|
Option forfetied |
(14,517 |
) |
|
6.70 |
|
|
Balance, June 30, 2008 |
3,233,811 |
|
$ |
3.49 |
|
During the three months ended June 30, 2008, a total of 50,000 options were granted to a consultant at an exercise price of CAD$7.54 per share for five years, subject to a vesting schedule over a three year term with 8.333% options vested every three months.
Subsequent to June 30, 2008, a total of 525,000 options were granted to directors, officers, employees, and consultants at an exercise price of CAD$5.99 per share for five years, subject to a vesting schedule over a three year term with 8.333% options vested every three months.
Subsequent to June 30, 2008, a total of 10,000 options were granted to a consultant at an exercise price of CAD$5.99 per share for two years with 100% vesting on January 2, 2010.
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 7 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
The following is the summary assumptions to estimate the fair value of each option granted using the Black-Scholes option pricing model.
|
|
Three months ended June 30, |
|
|
|
|
2008 |
|
2007 |
|
|
|
Risk free interest rate |
3.37% to 3.45 |
% |
3.94% to 4.55 |
% |
|
|
Expected life of options in years |
3 to 5 years |
|
1 to 3 years |
|
|
|
Expected volatility |
57% to 92 |
% |
70% to 94 |
% |
|
|
Expected dividend yield |
1 |
% |
0 |
% |
|
The weighted average grant date fair value of options granted during the year was $3.25 (June 30, 2007 - $3.71) . For the three months ended June 30, 2008, a total of $567,035 (June 30, 2007 - $596,906) stock-based compensation expenses was recorded as office, administration and miscellaneous expenses on the consolidated statements of income.
The following table summarizes information about stock options outstanding at June 30, 2008:
|
|
|
|
Weighted |
|
Weighted |
|
|
Weighted |
|
|
|
Number |
Average |
|
Average |
Number |
|
Average |
|
|
Exercise |
Outstanding at |
Remaining |
|
Exercise |
Exercisable at |
|
Exercise |
|
|
Prices |
June 30, |
Contractual |
|
Price |
June 30, |
|
Price |
|
|
in CAD$ |
2008 |
Life (Years) |
|
in CAD$ |
2008 |
|
in CAD$ |
|
|
|
$ |
0.18 |
990,000 |
1.32 |
|
0.18 |
990,000 |
|
0.18 |
|
|
0.63 |
450,000 |
1.68 |
|
0.63 |
450,000 |
|
0.63 |
|
|
4.32 |
432,399 |
3.06 |
|
4.32 |
244,398 |
|
4.32 |
|
|
4.43 |
207,000 |
3.16 |
|
4.43 |
104,499 |
|
4.43 |
|
|
4.47 |
54,708 |
3.13 |
|
4.47 |
7,458 |
|
4.47 |
|
|
6.74 |
777,204 |
3.78 |
|
6.74 |
190,155 |
|
6.74 |
|
|
6.95 |
135,000 |
4.26 |
|
6.95 |
30,000 |
|
6.95 |
|
|
9.05 |
137,500 |
4.55 |
|
9.05 |
6,813 |
|
9.05 |
|
|
7.54 |
50,000 |
4.87 |
|
7.54 |
- |
|
7.54 |
|
$ |
0.18 - $9.05 |
3,233,811 |
2.66 |
$ |
3.49 |
2,023,323 |
$ |
1.76 |
(e) |
Stock split |
|
|
On September 28, 2007, shareholders approved a three-for-one share split for its common shares. The record date for the stock split was set at the close of business on October 31, 2007. |
|
|
All share and per share information included in the consolidated financial statements and accompanying notes are presented on a post-split basis for all periods presented. |
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 8 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
9. |
RESERVES |
|
|
Pursuant to Chinese regulations, Henan Found may make appropriations to reserves funds, comprising the Enterprise Reserve Fund, Enterprise Expansion Fund, and Employee Welfare Fund at a percentage, at the discretion of the Board of Directors of Henan Found, of its after tax net income. |
|
|
The Enterprise Reserve Fund is established for covering potential losses and could be used to increase the registered capital if approved by the relevant Chinese authorities. The Enterprise Expansion Fund is for expanding business operation. Both Enterprise Reserve Fund and Enterprise Expansion Fund are recorded as part of shareholders equity but are not available for distribution to shareholders other than in liquidation. Employee Welfare Fund is established for the purpose of providing employee facilities and other collective benefits to employees and is recorded as an expense. |
|
|
During the three months ended June 30, 2008, the Board of Directors of Henan Found appropriated reserves of $8,982,143 (June 30, 2007 - $2,077,628) from its retained earnings for the calendar year ended December 31, 2007. Of the reserves, a total of $1,795,494 (June 30, 2007 - $415,526) was appropriated as Enterprise Reserve Fund and $7,186,649 (June 30, 2007 - $1,662,102) as Enterprise Expansion Fund. Henan Found also contributed a total of $71,866 (June 30, 2007 - $16,621) to the Employee Welfare Fund. The contribution to Employee Welfare Fund was recorded as accrued liabilities on the consolidated balance sheet and expensed on the consolidated statement of income. |
|
10. |
RELATED PARTY TRANSACTIONS |
|
|
In addition to related party transactions disclosed elsewhere in the financial statements, the Company had the following related party transactions during the period: |
|
|
(a) |
During the three months ended June 30, 2008, the Company incurred: |
|
|
|
(i) |
consulting fees of $86,621 (June 30, 2007 - $37,565) payable to a company owned by an officer and director of the Company and to an officer of the Company; |
|
|
|
(ii) |
management fees of $61,875 (June 30, 2007 - $36,426) payable to a company owned by an officer and director of the Company, and to an officer and director of the Company; |
|
|
|
(iii) |
directors fees of $14,850 (June 30, 2007 - $15,290); |
|
|
|
(iv) |
expenses recovered of $66,391 (June 30, 2007 - $260,079) from New Pacific Metals Corp. (NUX). |
|
(b) |
As at June 30, 2008, the related transaction balances included the following: |
|
|
|
(i) |
$28,874 (March 31, 2008 - $nil) due to a company controlled by a director of the Company for services provided; |
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 9 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
(ii) |
$12,117,910 (March 31, 2008 - $12,117,910) due to the joint venture partner of Henan Found for non-controlling interest distributable as Henan Found declared dividend during the year; |
|
(iii) |
$69,546 (March 31, 2008 - $(12,014)) due to a company related by common control; |
|
(iv) |
$17,576 (March 31, 2008 - $17,113) due from the joint venture partner of Qinghai Found; and, |
|
(v) |
$20,085 (March 31, 2008 - $18,051) due from NUX for expenses incurred and recoverable under an inter-company services and cost allocation arrangement. |
|
|
On December 8, 2006, NUX entered into a Declaration of Trust Agreement (the Trust Agreement) with Yunnan JCJ, an indirectly wholly owned subsidiary of the Company, to hold in trust for NUX, two exploration permits (Huaiji Project) located in Guangdong Province, China. |
|
|
On January 25, 2007, NUX advanced $1.24 million to the Company to fund the Huaiji Project. As at June 30, 2008, a total of $2.4 million of cash held in trust by the Company for the sole benefit of NUX is repayable upon demand, pursuant to a trust agreement dated October 16, 2007. |
|
The transactions with related parties during the year are measured at the exchange amount, which is the amount of consideration established and agreed by the parties. The balances with related parties are unsecured, non-interest bearing, and due on demand.
11. CAPITAL DISCLOSURE
The Companys objective when managing its capital is to maintain its ability to continue as a going concern while at the same time maximizing growth of its business and provide returns to its shareholders.
The Companys objectives in managing capital are to maintain an optimal capital structure to reduce the overall cost of capital and to safeguard the Companys ability to continue to deploy capital to pursue its strategy of growth and provide returns to shareholders and other stakeholders. The Companys capital structure consists of shareholders equity, comprising issued share capital plus contributed surplus plus reserves plus retained earnings plus accumulated other comprehensive income. The Board of Directors does not establish a quantitative return on capital criteria for management but promotes year-over-year sustainable earnings growth targets. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.
The Companys capital is subject to People's Republic of China (PRC) foreign currency exchange controls which may limit the ability to repatriate funds. As at June 30 2008, the Company has retained earnings of $77 million in the PRC which may be restricted.
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 10 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
|
The Companys overall strategy with respect to capital risk management remains unchanged from the year ended March 31, 2008 |
|
12. |
FINANCIAL INSTRUMENTS |
|
|
The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are liquidity risk, foreign exchange rate risk, interest rate risk, credit risk, and commodity price risk. The Companys Board of Directors has overall responsibility for the establishment and oversight of the Companys risk management framework and reviews the Companys policies on an ongoing basis. |
|
|
(a) |
Fair value |
|
|
|
The fair values of financial instruments at June 30, 2008 and March 31, 2008 is summarized as follows: |
|
|
|
June 30, 2008 |
March 31, 2008 |
|
|
Carrying |
|
|
|
|
|
amount |
Fair value |
Carrying amount |
Fair value |
|
|
$ |
$ |
$ |
$ |
|
Financial Assets |
|
|
|
|
|
Held for trading |
|
|
|
|
|
Cash and cash equivalents |
42,592,496 |
42,592,496 |
47,092,890 |
47,092,890 |
|
Short term investment |
32,471,317 |
32,471,317 |
37,145,656 |
37,145,656 |
|
|
|
Loans and receivable |
|
|
|
|
|
Accounts receivable and prepaids |
11,035,520 |
11,035,520 |
5,259,699 |
5,259,699 |
|
|
|
Available for sale |
|
|
|
|
|
Long term investment |
|
|
|
|
|
- Investment in Dajin Resources Corp. |
137,444 |
137,444 |
204,300 |
204,300 |
|
|
|
Financial Liabilities |
|
|
|
|
|
Accounts payable and accrued liabilities |
22,353,854 |
22,353,854 |
7,026,628 |
7,026,628 |
|
Deposits received from customers |
2,350,775 |
2,350,775 |
2,573,202 |
2,573,202 |
(b) |
Liquidity risk |
|
|
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company has in place a planning process to help determine the funds required to support the Companys normal operating requirements on an ongoing basis and its expansion plans. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents and short term investments. |
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 11 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
(c) |
Exchange risk |
|
|
The Company undertakes transactions denominated in foreign currencies and as such is exposed to risk due to fluctuations in foreign exchange rates. |
|
|
The Company conducts its operations in Chinese Yuan and thereby the majority of the Companys assets, liabilities, revenues and expenses are denominated in RMB¥, which was tied to the U.S. Dollar until July 2005 and is now tied to a basket of currencies of Chinas largest trading partners. The RMB¥ is not a freely convertible currency. |
|
|
As at June 30, 2008, approximately $56.5 million (March 31, 2008 - approximately $48.3 million) of cash and cash equivalents and short term investments were held in RMB¥. |
|
(d) |
Interest rate risk |
|
|
The Company has no interest-bearing debt and so is not exposed to interest rate risk. |
|
(e) |
Credit risk |
|
|
The Company is exposed to credit risk with respect to accounts receivable from customers. The Company undertakes credit evaluations on customers as necessary and has monitoring processes intended to mitigate credit risks. The Company has accounts receivable from clients primarily in China engaged in the mining and milling of base and polymetallic metals industry. |
|
|
The Company is exposed to credit risk with respect to cash equivalents and accounts receivable. The carrying amount of assets included on the balance sheet represents the maximum credit exposure. |
|
|
The cash equivalents consist mainly of short-term investments, such as money market deposits. None of the cash equivalents were in asset backed financial instruments. The Company has deposits of cash equivalents that meet minimum requirements for quality and liquidity as stipulated by the Companys Board of Directors. Management believes the risk of loss to be remote. |
|
|
The mining industry in China may be affected by economic factors that may impact accounts receivable. Management does not believe that the mining industry or geographic region within China represents a significant credit risk. |
|
(f) |
Commodity price risk |
|
|
The Company is subject to price risk from fluctuations in market prices of commodities, and the Company has elected not to actively manage the exposure to the commodity price risk at this time. |
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 12 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
13. |
SEGMENTED INFORMATION |
|
|
(a) |
Industry information |
|
|
|
The Company operates in one reportable operating segment, being the acquisition, exploration, development, and operation of mineral properties. |
|
|
(b) |
Geographic information |
|
|
|
(i) The following is the summary of balance sheet items of each geographic segment: |
|
|
As at |
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China |
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BVI |
|
|
|
|
|
Balance sheet items: |
|
|
|
|
Ying |
|
|
HPG |
|
|
TLP |
|
|
LM |
|
GC & SMT |
|
|
Other |
|
|
|
|
|
Total |
|
|
Mineral rights and properties |
$ |
- |
|
$ |
20,348,390 |
|
$ |
10,170,932 |
|
$ |
22,476,807 |
|
$ |
10,940,307 |
|
$ |
80,384,399 |
|
$ |
3,696,509 |
|
$ |
- |
|
$ |
148,017,344 |
|
|
Property, plant and equipment |
|
412,017 |
|
|
12,890,584 |
|
|
1,002,765 |
|
|
925,358 |
|
|
153,665 |
|
|
- |
|
|
2,568,089 |
|
|
- |
|
|
17,952,478 |
|
|
Long term investments |
|
11,288,798 |
|
|
6,564,893 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
17,853,691 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China |
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BVI |
|
|
|
|
|
Balance sheet items: |
|
|
|
|
Ying |
|
|
HPG |
|
|
TLP |
|
|
LM |
|
GC & SMT |
|
|
Other |
|
|
|
|
|
Total |
|
|
Mineral rights and properties |
$ |
- |
|
$ |
18,302,750 |
|
$ |
9,732,393 |
|
$ |
20,015,537 |
|
$ |
9,748,658 |
|
$ |
- |
|
$ |
3,105,117 |
|
$ |
- |
|
$ |
60,904,275 |
|
|
Property, plant and equipment |
|
438,723 |
|
|
12,329,390 |
|
|
955,816 |
|
|
- |
|
|
- |
|
|
- |
|
|
625,643 |
|
|
- |
|
|
14,349,572 |
|
|
Long term investments |
|
11,455,948 |
|
|
6,417,939 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
17,873,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 13 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
(ii) The following is the operation summary of each geographic segment:
|
For the |
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China |
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BVI |
|
|
|
|
|
|
|
|
|
|
Ying |
|
|
HPG |
|
|
TLP |
|
|
LM |
|
GC & SMT |
|
|
Other |
|
|
|
|
|
Total |
|
|
Sales |
$ |
- |
|
$ |
24,694,044 |
|
$ |
3,200,268 |
|
$ |
1,765,885 |
|
$ |
1,199,080 |
|
$ |
- $ |
|
|
- |
|
$ |
- |
|
$ |
30,859,277 |
|
|
Cost of sales |
|
- |
|
|
(5,687,896 |
) |
|
(1,061,362 |
) |
|
(410,302 |
) |
|
(779,196 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(7,938,756 |
) |
|
Amortization and depletion |
|
- |
|
|
(630,345 |
) |
|
(570,372 |
) |
|
(145,099 |
) |
|
(222,626 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(1,568,442 |
) |
|
Gross Profit |
|
- |
|
|
18,375,803 |
|
|
1,568,534 |
|
|
1,210,484 |
|
|
197,258 |
|
|
- |
|
|
- |
|
|
- |
|
|
21,352,079 |
|
|
|
|
Expenses |
|
(2,189,269 |
) |
|
(1,231,525 |
) |
|
(397,134 |
) |
|
(88,067 |
) |
|
(177,530 |
) |
|
(171,639 |
|
) |
16,315 |
|
|
(4,820 |
) |
|
(4,243,669 |
) |
|
|
|
Interest, option & other income |
|
217,997 |
|
|
583,152 |
|
|
2,148 |
|
|
- |
|
|
- |
|
|
- |
|
|
1,512 |
|
|
686 |
|
|
805,495 |
|
|
Loss and other expenses |
|
(204,731 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(9,504 |
) |
|
- |
|
|
(214,235 |
) |
|
Non controlling interest |
|
- |
|
|
(3,556,435 |
) |
|
(421,064 |
) |
|
(221,678 |
) |
|
(12,410 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(4,211,587 |
) |
|
Income tax recovery (expenses) |
|
- |
|
|
(1,918,363 |
) |
|
229,997 |
|
|
(137,183 |
) |
|
(61,093 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(1,886,642 |
) |
|
|
|
Net income (loss) |
($ |
2,176,003 |
) |
$ |
12,252,632 |
|
$ |
982,481 |
|
$ |
763,556 |
|
($ |
53,775 |
) |
($ |
171,639 |
) |
$ |
8,323 |
|
($ |
4,134 |
) |
$ |
11,601,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the |
Three months ended June 30, 2007 |
|
|
|
|
|
China |
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BVI |
|
|
|
|
|
|
|
|
|
|
Ying |
|
|
HPG |
|
|
TLP |
|
|
LM |
|
|
GC & SMT |
|
|
Other |
|
|
|
|
|
Total |
|
|
Sales |
$ |
- |
|
$ |
20,716,030 |
|
$ |
1,537,256 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
22,253,286 |
|
|
Cost of sales |
|
- |
|
|
(3,882,318 |
) |
|
(395,871 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(4,278,189 |
) |
|
Amortization and depletion |
|
- |
|
|
(401,860 |
) |
|
(184,193 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(586,053 |
) |
|
Gross Profit |
|
- |
|
|
16,431,852 |
|
|
957,192 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
17,389,044 |
|
|
|
|
Expenses |
|
(1,180,936 |
) |
|
(543,373 |
) |
|
(142,090 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(149,289 |
) |
|
(263,107 |
) |
|
(2,278,795 |
) |
|
|
|
Interest, option & other income |
|
2,204,017 |
|
|
128,999 |
|
|
1,188 |
|
|
- |
|
|
- |
|
|
- |
|
|
50,314 |
|
|
- |
|
|
2,384,518 |
|
|
Loss and other expenses |
|
(120,018 |
) |
|
(48,130 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(168,148 |
) |
|
Non controlling interest |
|
- |
|
|
(4,005,123 |
) |
|
(245,963 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(4,251,086 |
) |
|
Income tax Recovery (expenses) |
|
- |
|
|
1,451,490 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,451,490 |
|
|
Net income (loss) |
$ |
903,063 |
|
$ |
13,415,715 |
|
$ |
570,327 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
($ |
98,975 |
) |
($ |
263,107 |
) |
|
14,527,023 |
|
(c) |
Sales by metal |
|
|
For the three months ended June 30, 2008, the Company generated sales of $30,859,277 (June 30, 2007 - $22,253,286) which comprised of the following: |
|
|
|
|
Three months ended June 30, |
|
|
|
|
2008 |
|
2007 |
|
|
Silver (Ag) |
$ |
15,406,724 |
$ |
9,448,042 |
|
|
Gold (Au) |
|
347,105 |
|
146,013 |
|
|
Lead (Pb) |
|
12,825,228 |
|
8,322,992 |
|
|
Zinc (Zn) |
|
2,280,220 |
|
4,336,239 |
|
|
|
$ |
30,859,277 |
$ |
22,253,286 |
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 14 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
14. |
SUBSEQUENT EVENTS |
|
|
Subsequent to June 30, 2008, Henan Found distributed a dividend of $25.3 million (RMB¥200 million) to its shareholders. The Companys wholly owned subsidiary, Victor Mining Ltd., received its share (77.5%) of dividend payment of $19.6 million (RMB¥155 million), and a total of $5.7 million (RMB¥45 million) was distributed to the non-controlling subsidiary shareholder. |
|
15. |
COMMITMENTS AND CONTINGENCIES |
|
|
The Companys commitments and contingencies include: |
|
|
(i) |
During the 2007 fiscal year, Henan Found entered into a joint venture agreement, for a 30% participation interest, in Luoyang Yongning Smelting Co. Ltd. (Yongning), to custom built a 150,000-tonne/year lead-silver-gold smelter in Luoning County, Luoyang City, Henan Province, China. On September 21, 2007, Yongning obtained approval from Chinese governmental authorities and the business license was issued. |
|
|
|
During the 2008 fiscal year, Henan Found fulfilled its registered capital requirement through a contribution of approximately $6.4 million (RMB¥45 million) (March 31, 2007 - $58,197 (RMB¥450,000)) to Yongning. As of March 31, 2008, the registered capital requirement of $21.4 million (RMB¥150 million) has been fully contributed by all the joint venture parties. |
|
|
|
The remaining commitment, for other capital expenditure investment, of approximately $4.3 million (RMB¥30 million) (30% of $14.3 million or RMB¥100 million) is due by September 21, 2008. |
|
|
(ii) |
In June 2007, the Company, through its wholly owned subsidiary, Fortress Mining Inc., entered into a joint venture contract with a Chinese party to form Qinghai Found Mining Company Ltd. ("Qinghai Found"), a Sino-foreign cooperate joint venture, to explore and develop the Na-Bao silver-polymetalic Project (Na-Bao Project) in Qinghai Province, China. Under the joint venture contract, the Company will have an 82% interest in Qinghai Found by investing approximately $4.0 million by funding exploration and development. The Chinese party has an 18% carried interest in Qinghai Found in exchange for transferring the three Na-Bao permits to Qinghai Found. |
|
|
|
As at June 30, 2008, the Company has funded $3.75 million towards the approximately $4.0 million required exploration and development investment to earn its 82% interest in Qinghai Found. |
|
|
|
|
(iii) |
On December 8, 2006, NUX entered into a Declaration of Trust Agreement (the Trust Agreement) with Yunnan JCJ, an indirectly wholly owned subsidiary of the Company, to hold in trust for NUX, two exploration permits (Huaiji Project) located in Guangdong Province, China. |
|
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 15 |
SILVERCORP METALS INC. |
Notes to the Consolidated Financial Statements |
For three months ended June 30, 2008 |
(Expressed in US dollars, unless otherwise stated) |
|
|
As at June 30, 2008, a total of of $2,347,593 (March 31, 2008 - $683,995) of cash held in trust by the Company for the sole benefit of NUX is repayable upon demand, pursuant to a trust agreement dated October 16, 2007. |
|
|
(iv) |
Pursuant to the share purchase agreement dated April 24, 2008 with Yangtze Gold, upon the closing of the acquisition of shares of Yangtze Mining, only the GC and SMT properties would remain in Anhui Yangtze, and all other assets and liabilities of Anhui Yangtze were to be disposed to a third party before the closing. |
|
|
|
On June 6, 2008, the closing date for the acquisition of Yangtze Mining, because in addition to the GS and SMT properties, certain other net assets still remained in Anhui Yangtze, including Tong Shan Pai Copper Mine (TSP Mine), an Indemnification Agreement was executed between the Company and Yangtze Gold to the effect that Yangtze Gold would continue to use its best efforts to transfer the TSP Mine. Also, effective June 6, 2008, Yangtze Gold and Anhui Yangtze entered into a declaration of trust whereas Anhui Yangtze, the Trustee holds in trust all of the remaining net assets of Anhui Yangtze, that being the TSP Mine and any other net assets other than the GS and SMT properties and the $2.7 million (RMB¥20 million) advanced funds by the Company, as of the closing date on June 6, 2008 for the benefit of Yangtze Gold. All costs, expenses, liabilities whatsoever arising out of and in connection to the remaining net assets will be the ob
ligation of Yangtze Gold. The Trustee further promises Yangtze Gold not to deal with the remaining net assets in any way without the instructions and consent of Yangtze Gold; to account to Yangtze Gold for any money received by the Trustee in connection with holding the net assets; and upon demand by Yangtze Gold, to return all net assets advanced and outstanding, within five business days of such written demand. |
|
|
(v) |
The Companys leasehold obligation commitments total $899,132 over six years (years ending March 31, 2009: $191,185; 2010: $256,853; 2011: $256,853; 2012: $85,117; 2013: $87,299; and 2014: $21,825). |
|
Notes to the Unaudited Interim Consolidated Financial Statements |
Page 16 |
EX-99.6
7
mda080630.htm
MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JUNE 30, 2008
Exhibit 99.6
Exhibit 99.6
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
Date of Report - As at August 13, 2008
This Managements Discussion and Analysis (MD&A) should be read in conjunction with the Companys unaudited interim consolidated financial statements for the three months ended June 30, 2008 and related notes thereto which have been prepared in accordance with Canadian generally accepted accounting principles. In addition, the following should be read in conjunction with the March 31, 2008 audited consolidated financial statements, the related annual Managements Discussion and Analysis, and the Annual Information Form as well as other information relating to Silvercorp Metals Inc. (the Company) on file with the Canadian provincial securities regulatory authorities, on SEDAR at www.sedar.com, and the Companys website at www.silvercorp.ca. This Managements Discussion and Analysis contains forward looking statements tha
t are subject to risk factors set out in the cautionary note contained herein.
The Companys consolidated financial statements which have been prepared in accordance with Canadian generally accepted accounting principles, and all financial data derived therefrom in this report are expressed in United States (US) dollars, unless otherwise noted.
FORWARD LOOKING STATEMENTS
Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as plan, expect, project, intend, believe, anticipate, and other similar words, or statements that certain events or conditions may or will or can occur. Forward-looking statements are based on the opinions and estimates of management on the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration, development, and mining of mineral properties, the uncertainties involved in interpreting drilling results and other geolog
ical data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors described in this report under the heading Outlook. There can be no assurance that such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on such statements. The Company does not undertake any obligation to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. The Company expressly disclaims any obligation to update any forward-looking statements. We seek safe harbour.
Non-GAAP Measurements
The following are non-GAAP measurements and investors are cautioned not to place undue reliance on it and are urged to read all GAAP accounting disclosures present in the unaudited interim consolidated financial statements and accompanying notes: Average selling price (net of Value Added tax and smelter charges); Average production cost per ounce; Average production cost per pound; Total production cost per ounce; Total cash cost per ounce; Mining cost per tonne of ore mined; Milling cost per tonne of ore milled; Average silver production costs adjusted for by-product credit; Total recovery of mine and mill head grades; Run of mine head grade; Mill head grade; Mill recovery rates; Profit margin; Gross margin; Adjusted net income; Adjusted basic earnings per share; Adjusted diluted earnings per share; Adjusted weighted average number of shares outstanding - basic; Adjusted weighted average number of shares outstanding - diluted. These non-GAAP measures are used by t
he Company to manage and evaluate operating performance of the Companys mines and are widely reported in the silver mining industry as benchmarks for performance measurement, but do not have a standardized meaning.
1.0 Preliminary Information
Silvercorp Metals Inc., Chinas largest primary silver producer, is engaged in the acquisition, exploration,
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 1 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
and development of silver related mineral properties focusing in the People's Republic of China ("China"). Silvercorp Metals Inc. is operating and developing four highly profitable Silver-Lead-Zinc mines at the Ying Mining Camp, Henan Province, China. Silvercorp is also applying for a mining permit for the newly acquired 95% owned GC/SMT property to profitably mine and produce silver, lead and zinc metals in Guangdong Province, China. In addition, Silvercorp is also exploring the 82% owned Na-Bao Polymetallic Project in Qinghai Province, China.
The Companys common shares are included as a component of the S&P/TSX Composite, the S&P/TSX Global Gold, and the S&P/TSX Global Mining Indexes.
1.1 Date of Report - As above
1.2 Overall Performance
(a) 1st Quarter - Financial Highlights - 3 months ended June 30, 2008
For the 1st quarter ended June 30, 2008, the Company achieved record sales of $30.9 million, compared to $22.3 million for the same period one year ago. This represents an increase of 39% in sales revenue. Gross profit from operations amounted to $21.4 million (2007 - $17.4 million), an increase of 23% and representing a gross margin of 69% (2007 - 78%). Earnings before other income and expenses increased 13% to $17.1 million (2007 - $15.1 million). The net income was $11.6 million (2007 - $14.5 million) with a net profit margin of 38% (2007 - 65%). Net earnings of $0.08 per basic share represent $0.02 less compared to $0.10 per basic share for the same period last year.
After adjusting the prior years net income for an income tax benefit of $1.5 million, and mineral property option income of $1.9 million, net income for the 1st quarter ended June 30, 2008 in fact increased by 4% to $11.6 million as compared to adjusted net income for the prior years quarter of $11.2 million. The basic earnings per share of $0.08 for the 1st quarter ended June 30, 2008 is comparable to the adjusted basic earnings per share of $0.08 for the same period one year ago.
Cash provided by operating activities rose 33% to a record of $25.1 million ($0.17 per share) for the 1st quarter ended June 30, 2008, a 33% increase compared to $18.9 million ($0.13 per share) over the same period one year ago.
Net profit and the net earnings per share for the quarter ended June 30, 2008 did not increase in line with increased sales compared to the same period one year ago mainly due to the following reasons: (i) the Company mined low grade areas at the Ying Mine as outlined in the 2007 Resources Upgrade report by Mr. C. Broili and Dr. M. Klohn contributing to the $3.7 million increase in cash cost of goods sold; (ii) $1.2 million increase in amortization, depreciation, and depletion cost; (iii) $0.2 million increase in general exploration expenses; (iv) $1.8 million increase in administrative and professional fees; and (v) income tax expense of $2.1 million as the Company started to pay income tax in China and a tax provision of $2.0 million was recorded.
Capital expenditures during the period amounted to $35.3 million (2007- $4.3 million) representing the purchase of mineral rights and properties of $31.5 million (2007 - $2.8 million) and the purchase of property, plant, and equipment of $3.8 million (2007 - $1.5 million). The Company ended the quarter with cash and cash equivalents and short term investments of $75.1 million (2007 - $72.6 million).
During the 1st quarter ended June 30, 2008, the Company, through the facilities of the TSX Exchange, acquired 764,300 shares under the Normal Course Issuer Bid at a total cost of $4.7 million of which 470,000 shares were cancelled. Subsequent to June 30, 2008, the Company acquired 325,400 common shares under the Normal Course Issuer Bid at a cost of $1.6 million and the remaining 619,700 common shares were cancelled.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 2 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
During the year ended March 31, 2008, Henan Founds Board of Directors declared a dividend of $50.6 million (RMB¥400 million) to its shareholders, and a total of $12.1 million (RMB¥90 million) distributable to the non-controlling subsidiary shareholder was recorded as due to related parties on the balance sheet.
In July 2008, Henan Found distributed a total of $25.3 million (RMB¥200 million) (June 2007 - RMB¥111 million) to its shareholders. The Companys wholly owned subsidiary, Victor Mining Ltd., received its share (77.5%) of dividend payment of $19.6 million (RMB¥155 million) (June 2007 - RMB¥86.025 million), and a total of $5.7 million (RMB¥45 million) (June 2007 - RMB¥24.975 million) was paid to the non-controlling interests.
(b) 1st Quarter - Operation Highlights - 3 months ended June 30, 2008
During the quarter, the Company reached limited test production at the LM Mine and TLP Mine. This has enabled the Company to achieve record silver production of 1,106,282 ounces during the quarter, representing an increase of 27% compared to the prior year.
Total sales and realized prices net of value added tax and smelter charges for the 1st quarter ended June 30, 2008 as compared to the same period of 2007, are comprised of the following:
1,106,282 (2007 - 870,608) ounces of silver sold for $15.4 million (2007 - $9.4 million) at an average selling price of $13.93 (2007 - $10.86) per ounce;
525 (2007 - 323 ) ounces of gold sold for $0.3 million (2007 - $0.1 million) at an average selling price of $661.24 (2007 - $452.05) per ounce;
14,427,862 (2007 - 11,269,546) pounds of lead sold for $12.8 million (2007 - $8.3 million) at an average selling price of $0.89 (2007 - $0.74) per pound; and,
4,165,194 (2007 - 3,849,273) pounds of zinc sold for $2.3 million (2007 - $4.3 million) at an average selling price of $0.55 (2007 - $1.13) per pound.
For the 1st quarter ended June 30, 2008, a total of 135,944 (2007- 70,816) tonnes of ores were mined, representing a 92% increase compared to the same period of 2007, from which 3,388 (2007 - 2,658) tonnes of direct smelting ores were hand sorted for direct shipment to smelters, and 132,556 (2007 - 68,158) tonnes of ores were shipped to mills for treatment to recover silver-lead and zinc concentrates.
The total mining cost per tonne of ore mined increased by 60% compared to the same period of 2007 to $73.45 per tonne ($/t) (2007 - $46.00/t), primarily caused by: an increase in amortization and depletion of $10.40/t; an increase in raw materials supply cost of $5.84/t; and, an increase in exploration cost of $10.73/t.
The total milling cost per tonne of ore milled has increased by 22% to $13.39 per tonne of ore ($/t) (2007 - $11.00), mainly due to: an increase in depreciation of $1.00/t (2007 - nil); an increase in administration and transportation costs of $1.84/t; salary increase of $0.33/t; resource tax increase of $0.88/t; and, offset by raw materials decrease of $0.99/t, and utility cost decrease of $0.50/t.
The Company continues to achieve industry leading low total production costs per ounce of silver. The total production cost increased by 41% to negative $5.37 per ounce of silver after adjusting for by-product credits for the 1st quarter ended June 30, 2008, compared to negative $9.12 per ounce in the same period a year ago. The cash production cost for silver adjusted for by-product credits increased by 31% to negative $6.79 (2007 - negative $9.79) per ounce.
The head grades of run of mine ores of 77,762 and 66,798 tonnes from the Ying Mine for the 1st quarter ended June 30, 2008 and June 30, 2007 respectively, were:
396.0 and 444.0 g/t for silver, a decrease of 11%;
6.7% and 7.3% for lead, a decrease of 8%; and,
3.3% and 3.5% for zinc, a decrease of 7%.
As the mining process at the Ying Mine is going through certain lower grade pockets of ore zones, it is
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 3 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
expected that the head grade of run of mine ores from the Ying Mine will be the similar to this quarter for at least one quarter, until those higher grade pockets of ore zones are developed.
The head grades of run of mine ores of 13,356 and 8,812 tonnes from the HPG Mine for the 1st quarter ended June 30, 2008 and June 30, 2007, were:
248.3 and 185.6 g/t for silver, an increase of 34%;
9.7% and 7.9% for lead, an increase of 23%; and,
0.6% and 1.7% for zinc, a decrease of 62%, respectively.
The LM Mine, in its first quarter of test production, achieved head grades of run of mine ores of 11,587 tonnes for the 1st quarter ended June 30, 2008 of:
305.4 g/t for silver; and,
2.0% for lead.
The TLP Mine, in its first quarter of test production, achieved head grades of run of mine ores of 23,457 tonnes for the 1st quarter ended June 30, 2008 of:
183.0 g/t for silver; and,
2.7% for lead.
The Company continues to achieve industry leading low total production costs per ounce of silver. The total production cost increased by 41% to negative $5.37 per ounce of silver after adjusting for by-product credits for the 1st quarter ended June 30, 2008, compared to negative $9.12 per ounce in the same period a year ago. The cash production cost for silver adjusted for by-product credits increased by 31% to negative $6.79 (2007 - negative $9.79) per ounce.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 4 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(i) The following table summarizes the operating and financial data in respect to the Ying, HPG, LM, and TLP Mines, on a consolidated basis.
Consolidated |
Three months ended June 30, |
|
|
2008 |
|
2007 |
|
Production Data |
|
|
|
|
Mine Data |
|
|
|
|
Ore Mined (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
3,388 |
|
2,658 |
|
Stockpiled Ores (tonne) |
132,556 |
|
68,158 |
|
|
135,944 |
|
70,816 |
|
|
Run of Mine Ore(tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
3,388 |
|
2,658 |
|
Ores Milled (tonne) |
122,774 |
|
72,952 |
|
|
126,162 |
|
75,610 |
|
|
Mining Cost and Milling Cost |
|
|
|
|
Mining Cost per tonne of ore mined ($) |
73.45 |
|
46.00 |
|
Milling Cost per tonne of ore milled ($) |
13.39 |
|
11.00 |
|
Average Production Cost |
|
|
|
|
Silver ($ per ounce) |
4.29 |
|
2.38 |
|
Gold ($ per ounce) |
203.72 |
|
99.11 |
|
Lead ($ per pound) |
0.27 |
|
0.16 |
|
Zinc ($ per pound) |
0.17 |
|
0.25 |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
Total production cost per ounce of Silver ($) |
(5.37 |
) |
(9.12 |
) |
Total cash cost per ounce of Silver ($) |
(6.79 |
) |
(9.79 |
) |
Total Recovery of the Run of Mine Ores |
|
|
|
|
Silver (%) |
89.0 |
|
86.9 |
|
Lead (%) |
93.5 |
|
94.2 |
|
Zinc (%) |
71.0 |
|
69.9 |
|
Head Grades of Run of Mine Ores |
|
|
|
|
Silver (gram/tonne) |
331.3 |
|
398.2 |
|
Lead (%) |
5.7 |
|
7.4 |
|
Zinc (%) |
2.0 |
|
3.2 |
|
Sales Data |
|
|
|
|
Metal Sales |
|
|
|
|
Silver (ounce) |
1,106,282 |
|
870,608 |
|
Gold (ounce) |
525 |
|
323 |
|
Lead (pound) |
14,427,862 |
|
11,269,546 |
|
Zinc (pound) |
4,165,194 |
|
3,849,273 |
|
Metal Sales |
|
|
|
|
Silver ($) |
15,406,724 |
|
9,448,042 |
|
Gold ($) |
347,105 |
|
146,013 |
|
Lead ($) |
12,825,228 |
|
8,322,992 |
|
Zinc ($) |
2,280,220 |
|
4,336,239 |
|
|
30,859,277 |
|
22,253,286 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
|
|
Silver ($ per ounce) |
13.93 |
|
10.86 |
|
Gold ($ per ounce) |
661.24 |
|
452.05 |
|
Lead ($ per pound) |
0.89 |
|
0.74 |
|
Zinc ($ per pound) |
0.55 |
|
1.13 |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 5 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(ii) The following table summarizes the operating and financial data in respect to the Ying Mine on a non- consolidated basis.
Ying Silver Property |
Three months ended June 30, |
|
|
2008 |
|
2007 |
|
Production Data |
|
|
|
|
Mine Data |
|
|
|
|
Ore Mined (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
3,071 |
|
2,224 |
|
Stockpiled Ores (tonne) |
77,567 |
|
56,038 |
|
|
80,638 |
|
58,262 |
|
Run of Mine Ore(tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
3,071 |
|
2,224 |
|
Ores Milled (tonne) |
74,691 |
|
64,574 |
|
|
77,762 |
|
66,798 |
|
Mining Cost and Milling Cost |
|
|
|
|
Mining Cost per tonne of ore mined ($) |
63.91 |
|
47.33 |
|
Milling Cost per tonne of ore milled ($) |
11.30 |
|
10.38 |
|
Average Production Cost |
|
|
|
|
Silver ($ per ounce) |
3.28 |
|
2.25 |
|
Gold ($ per ounce) |
98.36 |
|
61.82 |
|
Lead ($ per pound) |
0.21 |
|
0.15 |
|
Zinc ($ per pound) |
0.13 |
|
0.24 |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
Total production cost per ounce of Silver ($) |
(7.28 |
) |
(8.77 |
) |
Total cash cost per ounce of Silver ($) |
(7.42 |
) |
(9.25 |
) |
Total Recovery of the Run of Mine Ores |
|
|
|
|
Silver (%) |
90.7 |
|
90.1 |
|
Lead (%) |
95.9 |
|
94.7 |
|
Zinc (%) |
72.0 |
|
79.0 |
|
Head Grades of Run of Mine Ores |
|
|
|
|
Silver (gram/tonne) |
396.0 |
|
444.0 |
|
Lead (%) |
6.7 |
|
7.3 |
|
Zinc (%) |
3.3 |
|
3.5 |
|
Sales Data |
|
|
|
|
Metal Sales |
|
|
|
|
Silver (ounce) |
889,143 |
|
836,399 |
|
Gold (ounce) |
40 |
|
61 |
|
Lead (pound) |
11,249,583 |
|
10,052,607 |
|
Zinc (pound) |
4,062,127 |
|
3,708,179 |
|
Metal Sales |
|
|
|
|
Silver ($) |
12,405,193 |
|
9,099,185 |
|
Gold ($) |
16,739 |
|
18,234 |
|
Lead ($) |
10,038,994 |
|
7,410,424 |
|
Zinc ($) |
2,233,118 |
|
4,188,186 |
|
|
24,694,044 |
|
20,716,030 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
|
|
Silver ($ per ounce) |
13.95 |
|
10.88 |
|
Gold ($ per ounce) |
417.95 |
|
298.93 |
|
Lead ($ per pound) |
0.89 |
|
0.74 |
|
Zinc ($ per pound) |
0.55 |
|
1.13 |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 6 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(iii) The following table summarizes the operating and financial data in respect to the HPG Mine on a non-consolidated basis.
HPG Project |
Three months ended June 30, |
|
|
2008 |
|
2007 |
|
Production Data |
|
|
|
|
Mine Data |
|
|
|
|
Ore Mined (tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
193 |
|
434 |
|
Stockpiled Ores (tonne) |
15,330 |
|
12,120 |
|
|
15,523 |
|
12,554 |
|
Run of Mine Ore(tonne) |
|
|
|
|
Direct Smelting Ores (tonne) |
193 |
|
434 |
|
Ores Milled (tonne) |
13,163 |
|
8,378 |
|
|
13,356 |
|
8,812 |
|
Mining Cost and Milling Cost |
|
|
|
|
Mining Cost per tonne of ore mined ($) |
76.94 |
|
39.52 |
|
Milling Cost per tonne of ore milled ($) |
12.79 |
|
18.21 |
|
Average Production Cost |
|
|
|
|
Silver ($ per ounce) |
7.18 |
|
3.85 |
|
Gold ($ per ounce) |
356.89 |
|
184.03 |
|
Lead ($ per pound) |
0.46 |
|
0.28 |
|
Zinc ($ per pound) |
0.23 |
|
0.40 |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
Total production cost per ounce of Silver ($) |
(7.74 |
) |
(17.78 |
) |
Total cash cost per ounce of Silver ($) |
(15.68 |
) |
(23.17 |
) |
Total Recovery of the Run of Mine Ores |
|
|
|
|
Silver (%) |
83.8 |
|
77.5 |
|
Lead (%) |
93.7 |
|
98.3 |
|
Zinc (%) |
66.4 |
|
53.2 |
|
Head Grades of Run of Mine Ores |
|
|
|
|
Silver (gram/tonne) |
248.3 |
|
185.6 |
|
Lead (%) |
9.7 |
|
7.9 |
|
Zinc (%) |
0.6 |
|
1.7 |
|
Sales Data |
|
|
|
|
Metal Sales |
|
|
|
|
Silver (ounce) |
71,848 |
|
34,209 |
|
Gold (ounce) |
452 |
|
262 |
|
Lead (pound) |
2,022,570 |
|
1,216,939 |
|
Zinc (pound) |
103,067 |
|
141,094 |
|
Metal Sales |
|
|
|
|
Silver ($) |
1,012,447 |
|
348,856 |
|
Gold ($) |
316,541 |
|
127,779 |
|
Lead ($) |
1,824,178 |
|
912,568 |
|
Zinc ($) |
47,102 |
|
148,053 |
|
|
3,200,268 |
|
1,537,256 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
|
|
Silver ($ per ounce) |
14.09 |
|
10.20 |
|
Gold ($ per ounce) |
699.96 |
|
487.71 |
|
Lead ($ per pound) |
0.90 |
|
0.75 |
|
Zinc ($ per pound) |
0.46 |
|
1.05 |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 7 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(iv) The following table summarizes the operating and financial data in respect to the LM Mine on a non-consolidated basis.
LM Project |
Three months ended June 30, |
|
|
2008 |
|
Production Data |
|
|
Mine Data |
|
|
Ore Mined (tonne) |
|
|
Direct Smelting Ores (tonne) |
71 |
|
Stockpiled Ores (tonne) |
14,466 |
|
|
14,537 |
|
Run of Mine Ore(tonne) |
|
|
Direct Smelting Ores (tonne) |
71 |
|
Ores Milled (tonne) |
11,516 |
|
|
11,587 |
|
Mining Cost and Milling Cost |
|
|
Mining Cost per tonne of ore mined ($) |
138.14 |
|
Milling Cost per tonne of ore milled ($) |
22.18 |
|
Average Production Cost |
|
|
Silver ($ per ounce) |
11.61 |
|
Gold ($ per ounce) |
336.22 |
|
Lead ($ per pound) |
0.72 |
|
Zinc ($ per pound) |
- |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
Total production cost per ounce of Silver ($) |
10.90 |
|
Total cash cost per ounce of Silver ($) |
7.53 |
|
Total Recovery of the Run of Mine Ores |
|
|
Silver (%) |
87.6 |
|
Lead (%) |
84.4 |
|
Zinc (%) |
- |
|
Head Grades of Run of Mine Ores |
|
|
Silver (gram/tonne) |
305.4 |
|
Lead (%) |
2.0 |
|
Zinc (%) |
- |
|
Sales Data |
|
|
Metal Sales |
|
|
Silver (ounce) |
65,886 |
|
Gold (ounce) |
5.8 |
|
Lead (pound) |
326,828 |
|
Zinc (pound) |
- |
|
Metal Sales |
|
|
Silver ($) |
915,709 |
|
Gold ($) |
2,322 |
|
Lead ($) |
281,049 |
|
Zinc ($) |
- |
|
|
1,199,080 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
Silver ($ per ounce) |
13.90 |
|
Gold ($ per ounce) |
402.43 |
|
Lead ($ per pound) |
0.86 |
|
Zinc ($ per pound) |
- |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 8 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(b)(v) The following table summarizes the operating and financial data in respect to the TLP Mine on a non-consolidated basis.
TLP Project |
Three months ended June 30, |
|
|
2008 |
|
Production Data |
|
|
Mine Data |
|
|
Ore Mined (tonne) |
|
|
Direct Smelting Ores (tonne) |
53 |
|
Stockpiled Ores (tonne) |
25,193 |
|
|
25,246 |
|
Run of Mine Ore(tonne) |
|
|
Direct Smelting Ores (tonne) |
53 |
|
Ores Milled (tonne) |
23,404 |
|
|
23,457 |
|
Mining Cost and Milling Cost |
|
|
Mining Cost per tonne of ore mined ($) |
64.54 |
|
Milling Cost per tonne of ore milled ($) |
16.10 |
|
Average Production Cost |
|
|
Silver ($ per ounce) |
4.25 |
|
Gold ($ per ounce) |
134.59 |
|
Lead ($ per pound) |
0.26 |
|
Zinc ($ per pound) |
- |
|
Production Cost and Cash Cost Per Ounce of Silver, Adjusted for By-Product Credits |
|
Total production cost per ounce of Silver ($) |
(1.73 |
) |
Total cash cost per ounce of Silver ($) |
(3.55 |
) |
Total Recovery of the Run of Mine Ores |
|
|
Silver (%) |
82.3 |
|
Lead (%) |
77.9 |
|
Zinc (%) |
- |
|
Head Grades of Run of Mine Ores |
|
|
Silver (gram/tonne) |
183.0 |
|
Lead (%) |
2.7 |
|
Zinc (%) |
- |
|
Sales Data |
|
|
Metal Sales |
|
|
Silver (ounce) |
79,405 |
|
Gold (ounce) |
27 |
|
Lead (pound) |
828,881 |
|
Zinc (pound) |
- |
|
Metal Sales |
|
|
Silver ($) |
1,073,375 |
|
Gold ($) |
11,503 |
|
Lead ($) |
681,007 |
|
Zinc ($) |
- |
|
|
1,765,885 |
|
Average Selling Price, Net of Value Added Tax and Smelter Charges |
|
Silver ($ per ounce) |
13.52 |
|
Gold ($ per ounce) |
427.94 |
|
Lead ($ per pound) |
0.82 |
|
Zinc ($ per pound) |
- |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 9 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(c) Economic Factors Affecting the Industry
The Companys sales price for metals are fixed against the Shanghai Metals Exchange as quoted at www.shmet.com for lead and zinc pounds while gold ounces are fixed against the Shanghai Gold Exchange as quoted at www.sge.com.cn, and silver ounces are fixed against the Shanghai White Platinum & Silver Exchange as quoted at www.ex-silver.com. These metal prices traditionally move in tandem with and at marginally higher prices than those quoted on the North American and European market places.
(d) Political and Country Risk
The Company conducts its operations in China and is potentially subject to a number of political and economic risks. The Company is not able to determine the impact of these risks on its future financial position or results of operations and the Companys exploration, development and production activities may be substantially affected by factors outside of the Companys control. These potential factors include, but are not limited to: royalty and tax increases or claims by governmental bodies, expropriation or nationalization, foreign exchange controls, import and export regulations, cancellation or renegotiation of contracts and environmental and permitting regulations. The Company currently has no political risk insurance coverage against these risks.
(e) Environmental Risks
The Companys activities are subject to extensive laws and regulations governing environmental protection and employee health and safety. Environmental laws and regulations are complex and have tended to become more stringent over time. Although the Company makes provisions for reclamation costs, it cannot be assured that these provisions will be adequate to discharge its future obligations for these costs.
Failure to comply with applicable environmental health and safety laws may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. There can be no assurance that the Company has been or will be at all times in complete compliance with current and future environmental and health and safety laws and permits will not materially adversely affect the Companys business, results of operations or financial condition.
(f) Risk Factors
The Company is subject to numerous risks which are outlined in the Annual Information Form 51-102F2, Short Form Prospectus, and the NI 43-101 Technical Reports, which are available on SEDAR at www.sedar.com. In addition, please refer to Section 1.14 Financial Instruments.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 10 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
1.3 Selected Annual Information
The following table sets out selected consolidated financial information for the Company prepared in accordance with Canadian generally accepted accounting principles. The Companys reporting currency is US dollars. This information has been summarized from the Companys audited consolidated financial statements for the fiscal years ended March 31, 2008, 2007 and 2006. This selected consolidated financial information should only be read in conjunction with the Companys consolidated financial statements.
For the years ended March 31,
(expressed in millions, except share and per share data)
|
|
2008 |
|
2007 |
|
2006 |
|
|
Sales |
$ |
108.4 |
$ |
39.8 |
$ |
- |
|
Gross Profit |
|
85.0 |
|
30.8 |
|
- |
|
Gains and other income |
|
7.3 |
|
5.3 |
|
0.4 |
|
Net income (loss) |
|
59.9 |
|
22.0 |
|
(5.3 |
) |
Basic earnings (loss) per share |
|
0.41 |
|
0.15 |
|
(0.04 |
) |
Diluted earnings (loss) per share |
|
0.40 |
|
0.15 |
|
(0.04 |
) |
Total assets |
|
190.2 |
|
94.2 |
|
18.1 |
|
Total long term liabilities |
|
7.6 |
|
2.1 |
|
- |
|
Cash dividends paid |
|
6.9 |
|
- |
|
- |
|
Cash dividends declared per share |
|
0.05 |
|
- |
|
- |
|
For the year ended March 31, 2008, the Company increased sales by 172% to $108.4 million (2007 - $39.8 million) compared to the prior year period. The increase is primarily attributed to the Ying Silver Property increase in sales to $96.4 million (2007 - $39.8 million) and HPG property sales of $12.0 million (2007 - $nil).
For the year ended March 31, 2008, gross profit from mine operations amounted to $85.0 million (2007 - $30.8 million), representing a gross margin of 78% (2007 - 78%). The net income was $59.9 million (2007 - $22.0 million) with a net profit margin of 55% (2007 - 55%).
For the year ended March 31, 2008, the Company recorded net earnings of $59.9 million (CAD$61.7 million), or $0.41 (CAD$0.42) per share, up 172%, compared to $22.0 million (CAD$25.1 million), or $0.15 (CAD$0.17) per share over the same period last year. The company achieved a net profit margin of 55% (2007 - 55%) for the year ended March 31, 2008.
The Companys subsidiary, Henan Found Mining Company Ltd. (Henan Found), is now subject to 12.5% income tax rate until December 31, 2010 and a 25% income tax rate thereafter. Based on Chinese GAAP, Henan Found has paid $1.3 million in tax in the 4th quarter ended March 31, 2008. A tax provision of approximately $1.9 million was provided for in the year ended March 31, 2008.
On October 21, 2007, the Company paid its first annual dividend of $0.05 (CAD$0.05) per share to all shareholders on record at the close of business on September 28, 2007. The total dividend payment of $6.9 million (CAD$7.4 million) is eligible for the enhanced federal and provincial dividend tax credits.
1.4 Results of Operations
(a) 1st Quarter Results - Three months ended June 30, 2008
(i) Highlights (see above section 1.2)
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 11 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(ii) Sales: During the 1st quarter ended June 30, 2008, the Company increased sales by 39% to $30.9 million (2007 - $22.3 million) compared to the prior year period. The increase is primarily attributed to the Ying Silver Property increase in sales to $24.7 million (2007 - $20.7 million), and HPG property sales of $3.2 million (2007 - $1.5 million), with the addition of LM and TLP contributing sales of $1.2 million and of $1.8 million, respectively.
(iii) Cost of sales: The total cost of sales, including milling costs, for the 1st quarter ended June 30, 2008 amounted to $9.5 million (2007 - $4.9 million), and are comprised of $7.9 million (2007 - $4.3 million) for the cash cost and $1.6 million (2007 - $0.6 million) for the depreciation charges. The increase in cash cost of $3.7 million or 86% is attributed to the increase in production, increase in unit cost of production along with the impact of the foreign exchange rate.
(iv) Accretion of asset retirement obligations: During the 1st quarter ended June 30, 2008, the Company recognized $0.02 million (2007 - $0.02 million) as accretion of asset retirement obligations. The Companys assets retirement obligations relate to the reclamation cost of the Ying and HPG property and was calculated using a credit-adjusted risk-free discount rate of 6%. The total undiscounted amount of cash flows required to settle the obligations is estimated at approximately $2.5 million and is expected to be settled gradually over the estimated mine lives in the next 5 to 8 years. These obligations will be funded from the Companys resources upon local governments fee payment requests.
(v) Foreign exchange loss(gain): During the 1st quarter ended June 30, 2008, the Company recorded a foreign exchange loss of $0.1 million (2007 - loss $0.4 million) or less than $0.01 per share reflecting the impact of foreign currency transactions and integrated foreign operations.
The Companys operating subsidiaries, Henan Found and Henan Huawei, are considered to be self-sustaining operations and the cumulative effects of foreign currency translations are reflected as part of accumulated comprehensive income (loss), a component of shareholders equity, and amounted to $1.8 million (2007 - loss $1.0 million) for the 1st quarter ended June 30, 2008.
(vi) General exploration and property investigation expenses: During the 1st quarter ended June 30, 2008, the Company incurred general exploration and property investigation expenses of $0.5 million (2007 - $0.2 million) representing an increase of 108% or $0.2 million as the Company actively pursues its strategy to grow through the exploration, development and production of advanced silver properties in China. This expense includes governmental levies and taxes.
(vii) Investor relations: During the 1st quarter ended June 30, 2008, the Company incurred investor relation costs of $0.09 million (2007 - $0.06 million) representing an increase of 64% or $0.03 million as compared to the same period in the prior year. The increase is mainly attributable to an increase in focused, efficient, and effective investor relation activities.
(viii) Office, administration and miscellaneous: During the 1st quarter ended June 30, 2008, the Company incurred office, administration and miscellaneous expenses of $2.9 million (2007 - $1.4 million) representing an increase of $1.6 million or 114%. The increase is mainly attributable to further enhancements of the corporate and operating infrastructures to effectively manage the continual growth and increase of business activities. In addition, the increase is also attributed to the Companys donations towards relief support for the victims of Chinas May 12, 2008 earthquake in Sichuan province.
(ix) Professional fees: During the 1st quarter ended June 30, 2008, the Company incurred professional fees of $0.3 million (2007 - $0.1 million) a $0.2 million or 204% increase as compared to the same period in the prior year incurred for corporate governance and regulatory matters.
(x) Equity income in investment: During the 1st quarter ended June 30, 2008, the Company recorded equity loss of $0.2 million (2007 - loss $0.1 million) and is solely attributed to the Companys investment in NUX.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 12 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(xi) Mineral property option income: During the 1st quarter ended June 30, 2008, the Company recognized mineral property option income of $nil (2007 - $1.9 million) resulting from the receipt of shares issued by NUX pursuant to the Kang Dian Project Option Agreement along with the increase in NUXs market value upon the release of the escrow shares.
(xii) Interest income: During the 1st quarter ended June 30, 2008, the Company recognized interest income of $0.8 million (2007 - $0.5 million) representing an increase of 65% or $0.3 million over the same period in the prior year. The increase is attributed to additional cash provided by operating activities through the Ying, HPG, LM, and TLP operations offset by lower interest rates earned on funds held on deposit.
(xiii) Income tax expense: During the 1st quarter ended June 30, 2008, the Company recorded an income tax provision of $1.8 million (2007 - recovery of $1.5 million). The tax recovery in June 2007 is a result of Henan Found receiving a favorable ruling from the local Chinese tax authorities on its tax exemption application in March 31, 2007 and a reversal of the income tax provision was made during the quarter ended June 30, 2007. Henan Found Mining Company Ltd. (Henan Found), is subject to 12.5% income tax rate until December 31, 2010 and a 25% income tax rate thereafter. For the 1st quarter ending June 30, 2008, Henan Found has paid $2.1 million in tax and a tax provision of $2.0 million was provided for.
1.5 Summary of Quarterly Results
|
|
For the Quarters Ended |
|
|
(expressed in millions, except share and per share data) |
|
|
30-Jun-08 |
|
31-Mar-08 |
|
31-Dec-07 |
|
30-Sep-07 |
|
Sales |
$ |
30.9 |
$ |
26.8 |
$ |
30.1 |
$ |
29.2 |
Gross Profit |
|
21.4 |
|
20.2 |
|
24.2 |
|
23.2 |
Gains and other income |
|
0.6 |
|
1.2 |
|
2.1 |
|
1.8 |
Net income |
|
11.6 |
|
10.9 |
|
17.8 |
|
16.8 |
Basic earnings per share |
|
0.08 |
|
0.07 |
|
0.12 |
|
0.11 |
Diluted earnings per share |
|
0.08 |
|
0.07 |
|
0.12 |
|
0.11 |
Total assets |
|
276.8 |
|
190.2 |
|
165.9 |
|
149.8 |
Total long term liabilities |
|
27.8 |
|
7.6 |
|
3.5 |
|
3.4 |
Cash dividends paid |
|
- |
|
- |
|
6.9 |
|
- |
Cash dividends declared per share |
|
- |
|
- |
|
- |
|
0.05 |
|
|
For the Quarters Ended |
|
|
(expressed in millions, except share and per share data) |
|
|
30-Jun-07 |
|
31-Mar-07 |
|
31-Dec-06 |
|
30-Sep-06 |
|
Sales |
$ |
22.3 |
$ |
13.4 |
$ |
13.0 |
$ |
9.5 |
Gross Profit |
|
17.4 |
|
9.8 |
|
10.6 |
|
7.4 |
Gains and other income |
|
2.2 |
|
2.3 |
|
1.4 |
|
0.8 |
Net income (loss) |
|
14.5 |
|
6.9 |
|
8.2 |
|
4.8 |
Basic earnings (loss) per share |
|
0.10 |
|
0.05 |
|
0.06 |
|
0.03 |
Diluted earnings (loss) per share |
|
0.10 |
|
0.05 |
|
0.05 |
|
0.03 |
Total assets |
|
118.1 |
|
94.2 |
|
78.3 |
|
68.6 |
Total long term liabilities |
|
3.1 |
|
2.1 |
|
4.9 |
|
2.9 |
Cash dividends paid |
|
- |
|
- |
|
- |
|
- |
Cash dividends declared per share |
|
- |
|
- |
|
- |
|
- |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 13 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
1.6 Liquidity and Capital Resources
(a) Working Capital
As at June 30, 2008, the Company had a working capital position of $53.5 million (March 31, 2008 - $69.5 million) comprised mainly of cash and cash equivalents of $42.6 million (March 31, 2008 - $47.1 million), short term investments of $32.5 million (March 31, 2008 - $37.1 million), accounts receivable and prepaids of $11.0 million (March 31, 2008 - $5.3 million), inventories of $4.6 million (March 31, 2008 - $2.4 million), offset by current liabilities of $37.2 million (March 31, 2008 - $22.4 million).
Working capital decreased by 23% or $16.0 million since March 31, 2008 to $53.5 million, primarily as the result of the acquisition of mineral rights and properties of $31.5 million, the purchase of property, plant and equipment of $3.8 million, and the share buy back of $4.7 million, offset by cash provided by operating activities of $25.1 million.
(b) Cash and Cash Equivalents, and Short Term Investments
Cash and cash equivalents plus short term investments, as at June 30, 2008, decreased by $9.2 million to $75.1 million (March 31, 2008 - $84.2 million).
During the 1st quarter ended June 30, 2008, the Companys cash and cash equivalents decreased by $4.5 million to $42.6 million (June 30, 2007 - $50.2 million) as a result of: cash provided by operating activities of $25.1 million (June 30, 2007 - $18.9 million); cash used by investing activities of $27.1 million (June 30, 2007 - $25.5 million) inclusive of the purchases of mineral rights and properties of $31.5 million (June 30, 2007 - $2.8 million), acquisition of property, plant and equipment of $3.8 million (June 30, 2007 - $1.4 million) and the decrease in short term investments of $5.1 million (June 30, 2007 - increase $16.0 million); distribution to non-controlling subsidiary shareholder of $nil (June 30, 2007 - $3.4 million); cash used in financing activities of $4.5 million (June 30, 2007 - provided $0.5 million), and positive effect of exchange rate changes on cash of $2.1 million (June 30, 2007 - positive effect $3.0 million).
The Company does not invest in any asset-backed commercial paper and therefore does not consider that it has any exposure to the current uncertainties in the marketplace.
(c) Operating Activities
During the 1st quarter ended June 30, 2008, the Companys net cash provided by operating activities of $25.1 million (June 30, 2007 - $18.9 million) is comprised of: cash provided by net income of $11.6 million (June 30, 2007 - $14.5 million); items not affecting cash of $6.4 million (June 30, 2007 - $3.8 million); and, the increase in net changes of non-cash working capital of $7.0 million (June 30, 2007 - increase of $0.5 million).
(d) Investing Activities
During the 1st quarter ended June 30, 2008, the Companys net cash used in investing activities of $27.1 million (June 30, 2007 - $25.5 million) is comprised primarily of: $31.5 million (June 30, 2007 - $2.8 million) for the purchase of mineral rights and properties; $3.8 million (June 30, 2007 - $1.4 million) for the purchase of property, plant and equipment; $nil (June 30, 2007 - $0.1 million) for the purchase of long term investments; $5.1 million (June 30, 2007 - purchase $16.0 million) for the redemption of short term investment; $3.0 million (June 30, 2007 - increase $1.5 million) decrease in long term prepaids; and, $nil (June 30, 2007 - $3.4 million) distributed to a non-controlling subsidiary shareholder.
(e) Financing Activities
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For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
During the 1st quarter ended June 30, 2008, the Companys net cash used by financing activities of $4.5 million (June 30, 2007 - provided $0.5 million) is comprised primarily of: shares returned to treasury for cancellation $4.7 million (June 30, 2007 - $nil); offset by proceeds of $0.02 million (June 30, 2007 - $0.9 million) from share subscriptions; and repayment of $0.1 million (June 30, 2007 - advance $0.4 million) to related parties.
During 1st quarter ended June 30, 2008, the Company, through the facilities of the TSX Exchange, acquired 764,300 shares under the Normal Course Issuer Bid at a total cost of $4.7 million of which 470,000 shares were cancelled and 294,300 shares are held for cancellation.
Subsequent to June 30, 2008, the Company acquired 325,400 common shares under the Normal Course Issuer Bid at a cost of $1.6 million and cancelled 619,700 common shares with no shares held for cancellation.
(f) Commitments, Contingencies, Contractual Obligations
The Companys commitments, contingencies, and contractual obligations include:
(i) |
During the 2007 fiscal year, Henan Found entered into a joint venture agreement, for a 30% participation interest, in Luoyang Yongning Smelting Co. Ltd. (Yongning), to custom built a 150,000-tonne/year lead-silver-gold smelter in Luoning County, Luoyang City, Henan Province, China. On September 21, 2007, Yongning obtained approval from Chinese governmental authorities and the business license was issued. |
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During the 2008 fiscal year, Henan Found fulfilled its registered capital requirement through a contribution of approximately $6.4 million (RMB¥45 million) (March 31, 2007 - $58,197 (RMB¥450,000)) to Yongning. As of March 31, 2008, the registered capital requirement of $21.4 million (RMB¥150 million) has been fully contributed by all the joint venture parties. |
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The remaining commitment, for other capital expenditure investment, of approximately $4.3 million (RMB¥30 million) (30% of $14.3 million or RMB¥100 million) is due by September 21, 2008. |
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This investment is accounted for using the equity method. No equity income (loss) had been reported to date. |
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(ii) |
In June 2007, the Company, through its wholly owned subsidiary, Fortress Mining Inc., entered into a joint venture contract with a Chinese party to form Qinghai Found Mining Company Ltd. ("Qinghai Found"), a Sino-foreign cooperate joint venture company, to explore and develop the Na-Bao silver- polymetalic Project (Na-Bao Project) in Qinghai Province, China. Under the joint venture contract, the Company will have an 82% interest in Qinghai Found by investing approximately $4.0 million by funding exploration and development. The Chinese party has an 18% carried interest in Qinghai Found in exchange for transferring the three Na-Bao permits to Qinghai Found. |
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The Company also signed a letter of intent with the same Chinese party to jointly explore the XG silver polymetalic project (XG Project), which consists of two exploration permits (the XGE and XR Permits) owned by the Chinese party. With the establishment of Qinghai Found, the XG project permits will also be transferred to Qinghai Found in exchange for a cash payment to the Chinese party. |
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The Na-Bao Project and XG Project are collectively referred to as the Qinghai Project and are subject to receive final approvals from regulatory authorities. |
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In September 2007, a business license for Qinghai Found was issued upon approval by the Chinese |
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For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
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governmental authorities. Transferring of the three Na-Bao permits into Qinghai Found from the Chinese party had been approved by Chinese military, related city and provincial authorities. In May 2008, the Company received, from the Ministry of Land and Resources of China, the mining exploration permit |
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As at June 30, 2008, the Company has funded $1.6 million towards the approximately $4.0 million required exploration and development investment to earn its 82% interest in Qinghai Found. |
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(iii) |
In October 2007, the Companys 70% owned subsidiary, Henan Huawei, entered into agreements to acquire 100% interest in a LM Silver-Lead Mine (LM Mine), which has a mining permit located just southeast of the Ying silver project, through an acquisition of 100% interest of a private Chinese company for approximately $3.6 million. The Company also agreed to compensate another $3.6 million (RMB¥25 million) to the original shareholders of the private Chinese company for their previous work done on the LM Mine. As at March 31, 2008, a total of $6.5 million was paid and capitalized as the acquisition cost of mineral rights and properties with the balance of $0.7 million payable within one year. |
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During the 1st quarter ended June 30, 2008, a total of $18.1 million was paid and capitalized as the acquisition cost of mineral rights and properties. |
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(iv) |
In December 2007, the Companys 77.5% owned subsidiary, Henan Found, successfully concluded contracts to acquire 100% interest of the TLP Silver-Lead Mine (TLP Mine) by paying approximately $11.4 million (RMB¥80 million) plus assuming debts, obligations and winding down of certain leasing agreements. The total acquisition cost of TLP Mine is estimated at $22 million (RMB¥157 million). As of March 31, 2008, a total of $17.7 million (RMB¥124.2 million) was paid and capitalized as the acquisition cost of mineral rights and properties. |
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During the 1st quarter ended June 30, 2008, a total of $18.1 million (RMB¥124.2 million) was paid and capitalized as the acquisition cost of mineral rights and properties. |
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(v) |
In December 2007, Henan Found started the process of constructing a new 2,000 tonne per day (t/d) mill and associated tailings dam adjacent to its existing 1,000 t/d mill. Upon the new mill being completed by November 2008, the combined milling capacity will be 3,000 t/d to treat ores from the Ying, HPG, LM and TLP Mines, all located within approximately 15 km distance. The estimated capital cost for the new mill is approximately $12.0 million and will be funded from Henan Found's cash on hand. |
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(vi) |
On December 8, 2006, NUX entered into a Declaration of Trust Agreement (the Trust Agreement) with Yunnan JCJ, an indirectly wholly owned subsidiary of the Company, to hold in trust for NUX, two exploration permits (Huaiji Project) located in Guangdong Province, China. |
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On January 25, 2007, NUX advanced $1.24 million to the Company to fund the Huaiji Project. As at June 30, 2008, a total of $3.4 million (March 31, 2008 - $0.7 million) of cash held in trust by the Company for the sole benefit of NUX is repayable upon demand, pursuant to a trust agreement dated October 16, 2007. |
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(vii) |
The Companys leasehold obligation commitments total $899,132 over six years (years ending March 31, 2009: $191,185; 2010: $256,853; 2011: $256,853; 2012: $85,117; 2013: $87,299; and 2014: $21,825). |
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(viii) |
The Company, on April 24, 2008, entered into a share purchase agreement with Yangtze Gold Ltd. (Yangtze Gold), a private BVI company, to acquire from Yangtze Gold all of the issued shares of |
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For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
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Yangtze Mining Ltd. (Yangtze Mining). Yangtze Mining owns a 95% interest in a Sino-Foreign joint venture company, Anhui Yangtze Mining Co. Ltd. (Anhui Yangtze), which owns 100% of the Gaocheng (GC) and Shimentou (SMT) silver, lead and zinc exploration permits located in Guangdong Province, Peoples Republic of China. |
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On April 29, 2008 the Company advanced $2.7 million (RMB¥20 million) to Anhui Yangtze so that it could start the process of applying for a mining permit and carry out further exploration program, including drilling. |
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On June 6, 2008, the Company announced that it completed the acquisition of Yangtze Mining. The purchase price for the shares of Yangtze Mining was $60.8 million (CAD$61.95 million) was paid 40% in cash and 60% in common shares of the Company. The 40% cash portion was paid 20% at closing, and 20% plus interest at 5.5% on July 17, 2008, making payments of $24.3 million (CAD$24.9 million). The 60% common share portion of the purchase price was paid by the issuance on June 6, 2008 of 4,532,543 common shares of the Company at a price of CAD$8.20 per share, being the volume weighted average trading price of the shares of the Company during the 30 calendar days prior to the date of signing the share purchase agreement. The aggregate acquisition cost of $80.4 million, inclusive of interest paid and estimated future income taxes, is capitalized to mineral rights and properties. |
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On June 6, 2008, the closing date for the acquisition of Yangtze Mining, in addition to the GS and SMT properties and the $2.7 million (RMB¥20 million) in advanced funds, certain other net assets still remained in Anhui Yangtze, including Tong Shan Pai Copper Mine (TSP Mine) An Indemnification Agreement was executed between the Company and Yangtze Gold to the effect that Yangtze Gold will continue to use its best efforts to transfer the TSP Mine. Also, effective June 6, 2008, Yangtze Gold and Anhui Yangtze entered into a declaration of trust whereas Anhui Yangtze, the Trustee holds in trust all of the remaining net assets of Anhui Yangtze, that being the TSP Mine and any other net assets other than the GS and SMT properties and the $2.7 million (RMB¥20 million) in advanced funds, as of the closing date on June 6, 2008 for the benefit of Yangtze Gold. All costs, expenses, liabilities whatsoever arising out of and in connection to th
e remaining net assets will be the obligation of Yangtze Gold. The Trustee further promises Yangtze Gold not to deal with the remaining net assets in any way without the instructions and consent of Yangtze Gold; to account to Yangtze Gold for any money received by the Trustee in connection with holding the net assets; and upon demand by Yangtze Gold, to return all net assets advanced and outstanding, within five business days of such written demand. |
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Dr. Rui Feng, Chairman and CEO of the Company, is a Director of Yangtze Gold, Yangtze Mining, and Anhui Yangtze, and Mr. J. Feng, a relative of Dr. Feng, controls Yangtze Gold. The transaction has been approved by the independent directors of the Company in accordance with applicable regulations. |
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No other commitments to provide additional funds have been made by management or other stockholders.
There can be no assurance that any additional funds will be available to the Company to allow it to cover operating expenses and proposed operations. The Company has no other capital resources other than the ability to issue common stock to raise additional capital or receive funds on the exercise of warrants or options by the holders. The Company b0elieves it has sufficient capital to meet its cash needs for the next 12 months, including the costs of compliance with the continuing reporting requirements.
(g) Available Sources of Funding
The Company does not have unlimited resources and its future capital requirements will depend on many
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For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
factors, including, among others, cash flow from operations. To the extent that existing resources and the funds generated by future income are insufficient to fund the Companys operations, the Company may need to raise additional funds through public or private debt or equity financing. If additional funds are raised through the issuance of equity securities, the percentage ownership of current shareholders will be reduced and such equity securities may have rights, preferences, or privileges senior to those of the holders of the Companys common stock. No assurance can be given that additional financing will be available or that, if available, can be obtained on terms favourable to the Company and its shareholders. If adequate funds are not available, the Company may be required to delay, limit, or eliminate some or all of its proposed operations. The Company believes it has sufficient capital to meet its cash needs for the next 12 months, including the c
osts of compliance with the continuing reporting requirements.
1.7 Capital Resources
Item 1.6 provides further details.
1.8 Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
1.9 Transaction with Related Parties
(a) |
During the three months ended June 30, 2008, the Company incurred: |
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(i) |
consulting fees of $86,621 (June 30, 2007 - $37,565) payable to a company owned by an officer and director of the Company and to an officer of the Company; |
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(ii) |
management fees of $61,875 (June 30, 2007 - $36,426) payable to a company owned by an officer and director of the Company, and to an officer and director of the Company; |
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(iii) |
directors fees of $14,850 (June 30, 2007 - $15,290); |
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(iv) |
expenses recovered of $66,391 (June 30, 2007 - $260,079) from New Pacific Metals Corp. (NUX). |
(b) |
As at June 30, 2008, the related transaction balances included the following: |
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(i) |
$28,874 (March 31, 2008 - $nil) due to a company controlled by a director of the Company for services provided; |
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(ii) |
$12,117,910 (March 31, 2008 - $12,117,910) due to the joint venture partner of Henan Found for non-controlling interest distributable as Henan Found declared dividend during the year; |
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(iii) |
$69,546 (March 31, 2008 - $(12,014)) due to a company related by common control; |
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(iv) |
$17,576 (March 31, 2008 - $17,113) due from the joint venture partner of Qinghai Found; and, |
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(v) |
$20,085 (March 31, 2008 - $18,051) due from NUX for expenses incurred and recoverable under an inter-company services and cost allocation arrangement; and, |
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On December 8, 2006, NUX entered into a Declaration of Trust Agreement (the Trust Agreement) with Yunnan JCJ, an indirectly wholly owned subsidiary of the Company, to hold in trust for NUX, two exploration permits (Huaiji Project) located in Guangdong Province, China. |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
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On January 25, 2007, NUX advanced $1.24 million to the Company to fund the Huaiji Project. As at June 30, 2008, a total of $2.4 million of cash held in trust by the Company for the sole benefit of NUX is repayable upon demand, pursuant to a trust agreement dated October 16, 2007. |
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The transactions with related parties during the year are measured at the exchange amount, which is the amount of consideration established and agreed by the parties. The balances with related parties are unsecured, non-interest bearing, and due on demand. |
1.10 Fourth Quarter
Not applicable.
1.11 Proposed Transactions
There are no proposed assets or business acquisitions or dispositions, other than those in the ordinary course of business, before the board of directors for consideration.
1.12 Critical Accounting Estimates
A detailed summary of the Companys significant accounting policies is included in Note 2 to the annual audited consolidated financial statements for the year ended March 31, 2008 and in Note 2 to the interim consolidated financial statements for the three months ended June 30, 2008.
(a) Mineral rights and properties
Mineral rights and properties include the acquisition costs, direct exploration and development expenditures.
Upon commencement of commercial production, mineral properties and capitalized expenditures are amortized over the mine's estimated life using the units of production method calculated based on measured and indicated resources.
The Company reviews the carrying value of each property that is in the exploration/development stage by reference to the project economics including the timing of the exploration and/or development work, the work programs and the exploration results experienced by the Company and others. The review of the carrying value of each producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds its estimated net realizable amount, provision will be made for the decline in value. The carrying amount will be written off if the Company decides to abandon the property.
The recoverability of the amounts capitalized for the undeveloped mineral properties and deferred exploration costs is dependent upon the determination of economically recoverable ore resources, confirmation of the Companys interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their exploration and development and future profitable production or proceeds from the disposition thereof.
(b) Asset retirement obligations
Asset retirement obligations ("ARO") represent the estimated discounted net present value of statutory, contractual, or other legal obligations relating to site reclamation and restoration costs that the Company will incur on the retirement of assets and abandonment of mine and exploration sites. ARO are added to the carrying value of mineral rights and properties as such expenditures are incurred and amortized against
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For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
income over the useful life of the related asset. ARO are determined in compliance with recognized standards for site closure and mine reclamation established by governmental regulation.
Over the life of the asset, imputed interest on the ARO liability is charged to operations as accretion of asset retirement obligations on the consolidated statements of operations using the discount rate used to establish the ARO. The offset of accretion expense is added to the balance of the ARO.
Where information becomes available that indicates a recorded ARO is not sufficient to meet, or exceeds, anticipated obligations, the obligation is adjusted accordingly and added to, or deducted from, the ARO.
(c) Income taxes
The Company uses the liability method of accounting for income taxes. Future income taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases on the balance sheet date. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in substantively enacted rates is included in operations. A future income tax asset is recorded when the probability of the realization is more likely than not.
(d) Stock-based compensation
The Company accounts for stock options using the fair value method. Under this method, compensation expense for stock options granted to employees, officers, and directors is measured at fair value at the date of the grant using the Black-Scholes valuation model and is expensed in the consolidated statements of operations over the vesting period of the options granted. Stock options granted to consultants are measured at their fair value using the Black-Scholes valuation method.
Upon the exercise of the stock option, consideration received and the related amount transferred from contributed surplus are recorded as share capital.
1.13 Initial Adoption and Change in Accounting Policies
The significant accounting policies outlined within the Audited Consolidated Financial Statements of the Company for the year ended March 31, 2008 have been applied consistently for the three months ended June 30, 2008.
(a) Initial Adoption
(i) Financial Instrument Standards
In December 2006, the CICA issued Section 3862, Financial Instruments - Disclosure and Section 3863 Financial Instruments - Presentation to replace 3861 Financial Instruments - Disclosure and Presentation. These new sections are effective for interim and annual financial statements of the Companys reporting period beginning on April 1, 2008. There is no significant impact on the classification and measurement to the Companys interim consolidated financial statement on the adoption of these new sections.
(ii) Inventories
In June 2007, CICA issued Handbook Section 3031 Inventories which replaces Section 3030 Inventories. Under the new section, inventories are required to be measured at the lower of cost and net realizable value, which is different from the existing guidance of the lower of cost and market. The new
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For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
section contains guidance on the determination of cost and also requires the reversal of any write-downs previously recognized. Certain minimum disclosures are required, including the accounting policies used, carrying amounts, amounts recognized as an expense, write-downs, and the amount of any reversal of any write-downs recognized as a reduction in expenses. The Company adopted the new standard on April 1, 2008. There is no significant impact on the classification and measurement to the Companys interim consolidated financial statement on the adoption of this new section.
(iii) Capital Disclosures
As of April 1, 2008, the Company is be required to adopt CICA Section 1535 Capital Disclosures, issued in December 2006, which requires companies to disclose their objectives, policies and processes for managing capital. In addition, disclosures are to include whether companies have complied with externally imposed capital requirements. There is no significant impact on the classification and measurement to the Companys interim consolidated financial statement on the adoption of this new section.
The Companys objective when managing its capital is to maintain its ability to continue as a going concern while at the same time maximizing growth of its business and provide returns to its shareholders.
The Companys objectives in managing capital are to maintain an optimal capital structure to reduce the overall cost of capital and to safeguard the Companys ability to continue to deploy capital to pursue its strategy of growth and provide returns to shareholders and other stakeholders. The Companys capital structure consists of shareholders equity, comprising issued share capital plus contributed surplus plus reserves plus retained earnings plus accumulated other comprehensive income. The Board of Directors does not establish a quantitative return on capital criteria for management but promotes year-over-year sustainable earnings growth targets. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.
The Companys capital is subject to People's Republic of China (PRC) foreign currency exchange controls which may limit the ability to repatriate funds. As at June 30 2008, the Company has retained earnings of $77 million in the PRC which may be restricted.
The Companys overall strategy with respect to capital risk management remains unchanged from the year ended March 31, 2008
(b) Future Changes in Accounting Policies
(i) Goodwill and Intangible Assets
In February 2008, the CICA issued Section 3064, Goodwill and Intangible Assets, which replaces Section 3062, Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. Various changes have been made to other sections of the CICA Handbook for consistency purposes. Section 3064 establishes standards for the recognition, measurement, presentation, and disclosure of goodwill subsequent to its initial recognition and of intangible assets. The new Section will be applicable to the Companys consolidated financial statements for its fiscal year beginning April 1, 2009. The Company is currently evaluating the impact of the adoption of this new Section on its consolidated financial statements.
(ii) Convergence with IFRS
In January 2006, CICA Accounting Standards Board (AcSB) adopted a strategic plan for the direction of accounting standards in Canada. As part of that plan, accounting standards in Canada for public companies are expected to converge with International Financial Reporting Standards (IFRS) for accounting periods commencing on or after January 1, 2011. The Company continues to monitor and assess the impact of
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For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
convergence of Canadian GAAP and IFRS and has engaged a third party advisor to assist in the IFRS diagnostic process to establish a changeover plan to adopt IFRS by 2011. We will continually review and adjust our changeover plan to ensure our implementation process properly addresses the key elements of the plan.
1.14 Financial Instruments and Other Instruments
The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are liquidity risk, foreign exchange rate risk, interest rate risk, credit risk, and commodity price risk. The Companys Board of Directors has overall responsibility for the establishment and oversight of the Companys risk management framework and reviews the Companys policies on an ongoing basis.
(a) Fair value
The fair values of the Companys cash and cash equivalents, short term investments, accounts receivables, accounts payable and accrued liabilities, deposits received from customers, and amount due to related parties are estimated to approximate their carrying values as they are short term in nature. The fair value of the long term investments is reported based on quoted market prices or estimated using the standard financial valuation model, if a market value is not available.
(b) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company has in place a planning process to help determine the funds required to support the Companys normal operating requirements on an ongoing basis and its expansion plans. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents and short term investments.
(c) Foreign exchange risk
The Company undertakes transactions denominated in foreign currencies and as such is exposed to risk due to fluctuations in foreign exchange rates.
The Company conducts its operations in Chinese Yuan and thereby the majority of the Companys assets, liabilities, revenues and expenses are denominated in RMB¥, which was tied to the U.S. Dollar until July 2005 and is now tied to a basket of currencies of Chinas largest trading partners. The RMB¥ is not a freely convertible currency.
As at June 30, 2008, approximately $57.3 million (March 31, 2008 - approximately $48.3 million) of cash and cash equivalents and short term investments were held in RMB¥.
(d) Interest rate risk
The Company has no interest-bearing debt and so is not exposed to interest rate risk.
(e) Credit risk
The Company is exposed to credit risk with respect to accounts receivable from customers. The Company undertakes credit evaluations on customers as necessary and has monitoring processes intended to mitigate credit risks. The Company has accounts receivable from clients primarily in China engaged in the mining
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For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
and milling of base and polymetallic metals industry.
The Company is exposed to credit risk with respect to cash equivalents and accounts receivable. The carrying amount of assets included on the balance sheet represents the maximum credit exposure.
The cash equivalents consist mainly of short-term investments, such as money market deposits. None of the cash equivalents were in asset backed commercial papers. The Company has deposits of cash equivalents that meet minimum requirements for quality and liquidity as stipulated by the Companys Board of Directors. Management believes the risk of loss to be remote.
The mining industry in China may be affected by economic factors that may impact accounts receivable. Management does not believe that the mining industry or geographic region within China represents a significant credit risk.
(f) Commodity price risk
The Company is subject to price risk from fluctuations in market prices of commodities, and the Company has elected not to actively manage the exposure to the commodity price risk at this time.
1.15 Other MD&A Requirements
1.15.1 Additional Information in relation to the Company
Additional information relating to the Company:
(a) may be found on SEDAR at www.sedar.com;
(b) may be found at the Companys web-site
www.silvercorp.ca;
(c) may be found in the Companys annual information form; and,
(d) is also provided in the Companys annual audited consolidated financial statements for the years ended March 31, 2008 and 2007.
1.15.2 Outstanding Share Data
As at the date of this report, the following securities were outstanding:
(a) Share Capital
Authorized - unlimited number of common shares without par value
Issued and outstanding - 152,863,801 common shares with a recorded value of $113,976,240.
Shares subject to escrow or pooling agreements - nil
(b) Warrants
As at the date of this report, outstanding share purchase warrants are comprised of the following:
Number of |
|
Exercise |
|
|
Warrant Shares |
|
Price (CAD$) |
Expiry Date |
|
3,742,119 |
$ |
8.00 |
October 26, 2008 |
|
3,742,119 |
|
|
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 23 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
(c) Options
As at the date of this report, the outstanding options are comprised of the following:
|
Exercise Price |
|
|
Number of Options |
(CAD$) |
Expiry Date |
|
990,000 |
0.18 |
October 24, 2009 |
|
450,000 |
0.63 |
February 28, 2010 |
|
10,000 |
5.99 |
July 2, 2010 |
|
432,399 |
4.32 |
July 23, 2011 |
|
54,708 |
4.47 |
August 14, 2011 |
|
207,000 |
4.43 |
August 28, 2011 |
|
777,204 |
6.74 |
April 10, 2012 |
|
135,000 |
6.95 |
October 1, 2012 |
|
137,500 |
9.05 |
January 16, 2013 |
|
50,000 |
7.54 |
May 13, 2013 |
|
525,000 |
5.99 |
July 1, 2013 |
|
3,768,811 |
|
|
|
1.16 Controls and Procedures
(a) Design and Operation of Disclosure Controls and Procedures
Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures as at June 30, 2008. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures, as defined in Multilateral Instrument 52-109 - Certification of Disclosure in Issuers Annual and Interim Filings, are effective to ensure that information required to be disclosed in reports filed or submitted by the Company under Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules.
There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date the Chief Executive Officer completed his evaluation, nor were there any significant deficiencies of material weaknesses in the Companys internal controls requiring corrective actions.
(b) Internal Controls over Financial Reporting
The Companys management, with the participation of its Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervisions of the Chief Financial Officer, the Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP). The Companys controls include policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP; and,
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the annual financial statements or interim financial statements.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 24 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
The Company has a limited number of staff and it is not always possible to achieve a complete segregation of incompatible duties. Management attempts to mitigate the risk of any material misstatement occurring through compensating controls and the hands-on involvement and knowledge of the senior management, however, a control system, no matter how well designed and functioning, can only provide reasonable, not absolute assurance the objectives of the control system are met. Management noted some areas that need improvement in the financial reporting process during a review and evaluation of the effectiveness of its internal controls over financial reporting of the Companys operations in China.
There has been no change in the Companys internal control over financial reporting during the Companys 1st quarter ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
(c) Limitations of Controls and Procedures
The Companys management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion
of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.
(d) Directors and Officers
As at the date of this report, the Companys Directors and Officers are as follows:
Directors |
Officers |
Dr. Rui Feng, Director, Chairman & CEO |
Dr. Rui Feng, Director, Chairman & CEO |
Myles J. Gao, Director, President & COO |
Myles J. Gao, Director, President & COO |
Yikang Liu, Director |
Grace Soo, Chief Financial Officer |
Earl Drake, Director |
Lorne Waldman, Corporate Secretary |
Paul Simpson, Director |
Michael Hibbitts, Vice President, Operations |
Greg Hall, Director |
Shaoyang Shen, General Manager, China Operations |
1.17 Outlook
Currently, the Company is operating and developing four Silver-Lead-Zinc mines at the Ying Mining Camp, Henan Province, owned through its 77.5% and 70% Chinese subsidiary companies. For the Ying Mine, as the mining process is working through certain low grade areas at the Ying Mine as outlined in 2007 resources upgrade by Mr. C. Broili and Dr. M. Klohn, it is expected that the head grade of run of mine ores from the Ying Mine will be similar to this quarter for at least one quarter, until those higher grade pockets of ore zones are developed. This may result in the Companys bottom line not increasing during this period, as the Ying Mine represented 80% of the Companys total revenue for the last quarter.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 25 |
SILVERCORP METALS INC. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
For the 1st quarter ended June 30, 2008 |
(Expressed in US Dollars, except share, per share, and mining data) |
For the TLP Mine, mining preparation and development are ramping up to reach capacity of 900 tonnes of ore per day (or 300,000 tonnes per year) in about two to three quarters. This may improve the Companys sales and profit. The Company is still in the process of transferring the mining permits from the previous owner to the Companys subsidiary Henan Found which remain subject to receipt of all necessary approvals from the Governmental departments of the Henan Province.
In Guangdong Province, the Company is applying for a mining permit for the newly acquired GC/SMT property, owned through a 95% Chinese subsidiary. Silvercorp is also exploring the Na-Bao Polymetallic Project in Qinghai Province, China owned through its 82% Chinese subsidiary.Due to inadequate power coal supply nationwide, and due to measures to ensure power supply to the Beijing Olympic Games and to residential consumers during the Olympic Games, governmental rationing has been imposed for industrial usage. As a result, Silvercorp's mining operations in its Ying mining camp, in Luoyang City, Henan province, have experienced approximately 13.4 percent downtime during the month of July. The total power downtime in July was approximately 100 hours for mines and mills, or about 3.22 hours per day. In addition, during the first eight days of August, Silvercorp experienced 32 percent downtime, losing about 60 hours or 7.5 hours per day. It is expected that during the Olympi
c Games period ending September 5, the average downtime will remain about 7.5 hours to 14 hours per day.
Power supply issues have in the past, and may continue to affect Silvercorp's operations after the games, due to coal supply issues, both nationally and within Luoyang City where Silvercorp's Ying mining camp is located. Coal-fired power plants, supply approximately 78 percent of China's electricity. The coal supply problems are due to tough safety production measures imposed by the government which are causing many coal mines to shut down for safety improvements or for consolidation. Silvercorp's management team is working closely with the relevant authorities to reduce the impact of power shortages on the Company's operations. It is unclear at moment the degree and extent of this power ration policy and its impact on the Companys normal operation.
The Company has noted an improved outlook for its power supply problems outlined in the August 8, 2008 news release. There has been no power rationing for the last five days. The local County Utility Bureau has assured the Company minimum power rationing as power supply to the local county has also improved when a new hydro power generating project in the County was brought into operation last week. Management is working closely with the local Utility Bureau to minimize future power interruptions, including investing almost $1 million since last May to build a new power line to the Ying Mine. The new power line is expected to be complete by the end of this August. The Company is also expanding diesel power generating capacity at the Ying mine to cope with potential power rationing. Further guidance on the power situation will be provided as the situation evolves.
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 26 |
EX-99.7
8
agminfocirc070928.htm
MANAGEMENT INFORMATION CIRCULAR FOR SEPTEMBER 28, 2007 AGM
Exhibit 99.7
Exhibit 99.7
SILVERCORP METALS INC. |
Suite 1378 200 Granville Street |
Vancouver, BC, V6C 1S4 |
MANAGEMENT INFORMATION CIRCULAR |
FOR THE 2007 ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS |
TO BE HELD AT 10:00 A.M. ON THE 28th DAY OF SEPTEMBER, 2007 |
This information is given as at August 28, 2007
This Information Circular is furnished in connection with the solicitation of proxies by the management (the Management) of SILVERCORP METALS INC. (the Company), for use at the Annual and Special General Meeting (the Meeting) of the shareholders of the Company, to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournments thereof.
In this Information Circular, references to the Company, we and our refer to SILVERCORP METALS INC. Common Shares means common shares without par value in the capital of the Company. Beneficial Shareholders means shareholders who do not hold Common Shares in their own name and intermediaries refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.
SOLICITATION OF PROXIES
This solicitation is made on behalf of Management of the Company. Solicitation of proxies will be conducted by mail, and may be supplemented by telephone or other personal contact to be made without special compensation by directors, officers and employees of the Company or by the Companys registrar and transfer agent. All costs of solicitation will be borne by the Company.
Unless the context otherwise requires, references herein to Silvercorp mean the Company and its subsidiaries. The principal executive office of the Company is located at Suite 1378 200 Granville Street, Vancouver, British Columbia, Canada, V6C 1S4. The telephone number is (604) 669-9397 and the facsimile number is (604) 669-9387. The Companys website address is www.silvercorp.ca. The information on that website is not incorporated by reference into this Information Circular. The registered and records office of the Company is located at Suite 1378 200 Granville Street, Vancouver, British Columbia, Canada, V6C 1S4.
Unless otherwise indicated, all currency amounts stated in this Information Circular are stated in the lawful currency of Canada.
PROXY INSTRUCTIONS
Appointment of Proxyholder(s)
The persons named in the accompanying Form of Proxy are Directors of the Company. A shareholder has the right to appoint some other person, who need not be a shareholder, to represent the shareholder at the Meeting by striking out the names of the persons designated in the accompanying Form of Proxy and by inserting that other persons name in the blank space provided.
The instrument appointing a proxyholder must be signed in writing by the shareholder, or such shareholders attorney duly authorized in writing. If signed by a duly authorized attorney, the Form of Proxy must be accompanied by the original power of attorney or a notarially certified copy thereof. If the shareholder is a corporation, the instrument appointing a proxyholder must be in writing signed by an officer or attorney of the
corporation duly authorized by resolutions of the directors of such corporation, which resolutions must accompany such instrument.
An instrument of proxy will only be valid if it is duly completed, signed, dated and received at the Company's registrar and transfer agent, Computershare Investor Services Inc. (Computershare), attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, fax number within North America: 1-866-249-7775, outside North America: (416) 263-9524, not less than forty eight 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the holding of the Meeting, unless the Chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.
REVOCATION OF PROXIES
A shareholder may revoke a proxy by delivering an instrument in writing executed by the shareholder or by the shareholders attorney authorized in writing, or where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, either at the office of the Company at any time up to and including the last business day preceding the day of the Meeting, or with the consent of the Chairman of the Meeting on the day of the Meeting or on the day of any adjournment thereof, before any vote in respect of which the proxy is to be used shall have been taken. A shareholder may also revoke a proxy by depositing another properly executed instrument appointing a proxyholder bearing a later date with the Companys registrar and transfer agent in the manner described above, or in any other manner permitted by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to revocation.
HOW TO VOTE
Only Registered Shareholders or their duly appointed proxyholders are permitted to vote at the Meeting. Non-Registered / Beneficial Shareholders are not permitted to vote at the Meeting as only proxies from Registered Shareholders can be recognized and voted at the Meeting. You may vote as follows:
Registered Shareholders: If you are a Registered Shareholder you may vote by attending the Meeting in person, or if you do not plan to attend the Meeting, by completing the proxy and delivering it according to the instructions contained in the form of proxy and this Management Information Circular.
Beneficial Shareholders: If you are a Beneficial Shareholder you must vote by proxy by carefully following the instructions included in the proxy provided to you by your stockbroker or financial intermediary. If you do not follow the special procedures described by your stockbroker or financial intermediary you will not be entitled to vote.
In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Management Information Circular and the Proxy (collectively, the Meeting Materials) to the clearing agencies and Intermediaries for distribution to Non-Registered Holders.
VOTING OF SHARES AND EXERCISE OF DISCRETION BY PROXIES
If you complete your proxy properly, then the nominee named in the accompanying form of proxy will vote or withhold from voting the Shares represented by the proxy in accordance with your instructions. If you do not specify a choice on any given matter to be voted upon your Shares will be voted in favour of such matter. The proxy grants the nominee the discretion to vote on amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters that may properly come before the Meeting.
2
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as disclosed herein, no Person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting. For the purpose of this paragraph, Person shall include each person: (a) who has been a director, senior officer or insider of the Company at any time since the commencement of the Company's last completed financial year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate or affiliate of a person included in subparagraphs (a) or (b).
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The Company is authorized to issue an unlimited number of common shares without par value, each share carrying the right to one vote. As at the date hereof , the Company has issued and outstanding 49,165,262 fully paid and non-assessable common shares. The Company has no other classes of securities.
The directors of the Company have fixed August 28, 2007 as the record date for the determination of shareholders entitled to receive the Notice of Meeting and to vote at the Meeting. Any transferee who acquires shares after the record date and who wishes to attend the Meeting and to vote the transferred shares must demand, not later than 10 days before the Meeting, to be included in the list of shareholders prepared for the Meeting. Registered shareholders should contact Computershare and non-registered shareholders should contact the Intermediary through whom they acquired the shares.
On a show of hands, every individual who is present as a registered shareholder or as a representative of a registered shareholder will have one vote (no matter how many shares such registered shareholder holds). On a poll, every registered shareholder present in person or represented by a proxy and every person who is a representative of a registered shareholder, will have one vote for each common share registered in the name of the registered shareholder on the list of registered shareholders, which is available for inspection during normal business hours at Computershare and at the Meeting. Registered shareholders represented by proxyholders are not entitled to vote on a show of hands.
To the knowledge of the directors and executive officers of the Company, there are no persons who, or companies that beneficially owned, directly or indirectly, or exercised control or direction over, common shares carrying more than 10% of the voting rights attached to all outstanding common shares of the Company as at August 28, 2007.
NUMBER OF DIRECTORS
Management of the Company is seeking shareholder approval of an ordinary resolution fixing the number of directors of the Company at six for the ensuing year.
ELECTION OF DIRECTORS
Management intends to propose for adoption an ordinary resolution that the number of directors of the Company be fixed at six. If there are more nominees for election then there are vacancies to fill, those nominees receiving the greatest number of votes will be elected until all such vacancies have been filled.
Each director of the Company is elected annually and holds office until the next Annual General Meeting of the shareholders, or until his successor is elected or appointed, unless that persons office is earlier vacated in accordance with the Articles of the Company or with the provisions of the Business Corporations Act (British Columbia) (the BCBCA). In the absence of instructions to the contrary, the accompanying form of proxy will be voted for the nominees herein listed. Management does not contemplate that any of these nominees will be unable to serve as a director.
3
The following table sets out the names of managements nominees for election as directors, the province or state, and country in which each is ordinarily resident, all offices of the Company now held by each of them, each nominees principal occupation, business or employment, the period of time for which each nominee has served as a director of the Company, and the number of common shares of the Company beneficially owned by each, directly or indirectly, or over which each nominee exercises control or direction as of August 28, 2007:
|
|
|
Shares |
|
|
|
Beneficially |
Name, Position, Province |
|
Period Served |
Owned or |
& Country of Residence |
Present Principal Occupation(1) |
as Director |
Controlled(1) |
(1) |
|
|
|
Dr. Rui Feng |
Chairman and CEO of the Company from |
September 4, |
784,600 |
Chairman, Chief Executive |
September 2003 to present; President and |
2003 |
|
Officer, and Director |
Director of New Pacific Metals Corp. |
|
|
British Columbia, Canada |
since May 2004. |
|
|
Myles Jianguo Gao |
President of the Company from March |
November 14, |
432,700 |
President, Chief Operating |
2003 to August 2006; COO of the |
2002 |
|
Officer and Director |
Company since August 2006; President |
|
|
British Columbia, Canada |
and COO of the Company since July 17, |
|
|
|
2007 to present. |
|
|
S. Paul Simpson(2)(3) |
Lawyer with Armstrong Simpson, |
June 24, 2003 |
291,985 |
Director |
Barristers & Solicitors. |
|
|
British Columbia, Canada |
|
|
|
Greg Hall(4)(5) |
Financial Consultant, February 2005 to |
March 23, 2005 |
Nil |
Director and Chair of Audit |
Present. |
|
|
Committee |
|
|
|
British Columbia, Canada |
|
|
|
Earl Drake (2)(4) |
Adjunct Professor, Simon Fraser |
July 24, 2006 |
Nil |
Director |
University at David Lam Centre for |
|
|
British Columbia, Canada |
International Communication; |
|
|
|
Project Director, China Council for |
|
|
|
International Cooperation on |
|
|
|
Environment and Development; |
|
|
|
Vice Chairman, Canada China Business |
|
|
|
Council. |
|
|
Yikang Liu (2)(4) |
Deputy Secretary General of China |
July 24, 2006 |
Nil |
Director |
Mining Association in September 2000. |
|
|
Beijing, China |
|
|
|
(1) |
The information as to residence, principal occupation or employment and shares beneficially owned, directly or indirectly, or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. |
(2) |
Denotes Member of the Corporate Governance and Compensation Committee. |
(3) |
Mr. Simpson was the Corporate Secretary of Tournigan Ventures Corporation (now Tournigan Gold Corp) (TVC) on January 21, 2002, when the British Columbia Securities Commission (BCSC) issued a cease trade order (CTO) for failure to file its audited financial statements on time. The necessary materials were filed and the CTO was revoked by the BCSC on April 23, 2002, and by the Alberta Securities Commission (ASC)on May 10, 2002. |
|
4
|
Mr. Simpson is Corporate Secretary of Salmon River Resources Ltd. (formerly WPI Gold Ltd.) (WPI). As a result of failure to file financial statements on time, WPI was the subject of CTOs issued by the ASC April 4, 2003 (revoked May 15, 2004) and December 5, 2003 (revoked on October 31, 2005), and the BCSC issued a CTO against WPI November 25, 2003, (revoked February 9, 2004). Revocations of the CTOs were issued when appropriate materials were filed. |
|
(4) |
Denotes Member of the Audit Committee. Greg Hall is the Chair of the Audit Committee. |
(5) |
Mr. Hall was fined $1,000 plus costs of $250.00 pertaining to a proceeding dated March 18, 1987 and an order of settlement dated July 6, 1989. The proceeding related to a corporate investment account opened by Mr. Hall, which was found to be missing a required corporate resolution from March 1987 until August 1987. |
As at the date of this Information Circular and within the ten years before the date of this Information Circular, except as disclosed herein, no proposed director:
(a) |
is or has been a director or executive officer of any company (including the Company), that while that person was acting in that capacity: |
|
|
i. |
was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; |
|
|
ii. |
was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; |
|
|
iii. |
within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or |
|
(b) |
has within 10 years before the date of the Information Circular became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officers or shareholders. |
|
CORPORATE GOVERNANCE
Board of Directors
In compliance with the requirements of the BCBCA, the directors are elected by the shareholders to manage, or supervise the management of, the business and affairs of the Company. In exercising their powers and discharging their duties, the directors are required to act honestly and in good faith with a view to the best interests of the Company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
The Board has adopted a description of how it delineates its roles and stewardship responsibilities, which is attached hereto as Schedule 1. This description was revised in light of the adoption of Multilateral Instrument 52-110 Audit Committees (MI 52-110), National Instrument 58-101 - Disclosure of Corporate Governance Practices (NI 58-101) and National Policy 58-201 - Corporate Governance Guidelines (NP 58-201).
The Board believes that good corporate governance is important to the effective performance of the Company and plays a significant role in protecting shareholders interests and maximizing value for the shareholders of the Company.
5
The disclosure regarding the Companys corporate governance practices that is required by NI 58-101 is set out in Appendix A to this Information Circular.
Summary of Attendance of Directors
The following table sets out the attendance of directors at Board meetings and meetings of the committees of the Board of which they were members during the year ended March 31, 2007:
Meeting(s) Attended in the Most Recently Completed Financial Year |
Director |
Board |
Corporate Governance |
Audit |
|
|
and Compensation |
Committee |
|
|
Committee |
|
|
1 Meeting |
No Meetings |
2 Meetings |
Dr. Rui Feng |
1 / 1 |
0 / 0 |
2 / 2 |
Myles Gao |
1 / 1 |
0 / 0 |
n/a |
S. Paul Simpson |
1 / 1 |
0 / 0 |
1 / 2 |
Greg Hall |
1 / 1 |
0 / 0 |
2 / 2 |
Earl Drake |
1 / 1 |
0 / 0 |
2 / 2 |
Yikang Liu |
1 / 1 |
0 / 0 |
1 / 2 |
As the Companys operations are primarily in China, resulting in Executive Board Members and other Directors spending considerable time in China, it is difficult to schedule regular face to face meetings and Board decisions are often carried out by telephone meetings and formalized by consent resolutions.
Composition of the Board of Directors
NP 58-201 recommends that the board of directors of a reporting issuer be composed of a majority of independent directors. During the most recently completed financial year, each of Earl Drake, Greg Hall, Yikang Liu, and Paul Simpson, comprising a majority of the Board, were independent within the meaning of NI 58-101. Dr. Rui Feng, the Chair of the Board, is not considered independent as he is the Chief Executive Officer of the Company and Myles Gao is not considered independent, as he is the President and Chief Operating Officer of the Company. All of the persons named as nominees of management for election to the Board at the Meeting are considered independent, with the exception of Dr. Rui Feng and Myles Gao, for the reasons set out above.
Corporate Governance and Compensation Committee
The Corporate Governance and Compensation Committee is responsible for assisting the Board in establishing and maintaining a sound system of corporate governance through a process of continuing assessment and enhancement. The Corporate Governance Committee works to ensure that the Board functions independently of management, that management is clearly accountable to the Board, and that procedures are in place to monitor the effectiveness of the performance of the Board, the Committees of the Board and individual directors.
In addition, the Corporate Governance and Compensation Committee is responsible for determining and approving compensation for directors and senior officers. Fees payable to management and directors have been determined
6
using a number of factors, such as the nature and extent of the contributions by individual directors, and by direct comparison with other companies of similar size, complexity and risk profile.
The Corporate Governance and Compensation Committee was previously two separate committees. The charter previously prepared for the Corporate Governance Committee is attached hereto as Schedule 2 and the charter previously prepared for the Compensation Committee is attached hereto as Schedule 3. Both charters apply to the Corporate Governance and Compensation Committee and the Company plans to combine the charters in the future.
The Corporate Governance and Compensation Committee is comprised of Paul Simpson, Earl Drake, Yikang Liu, all of whom are independent directors pursuant to MI 52-110.
The Corporate Governance and Compensation Committee will be re-constituted after the Meeting.
AUDIT COMMITTEE
Audit Committee Charter
A copy of the Charter of the Audit Committee is attached hereto as Schedule 4.
Composition of the Audit Committee
The current members of the Audit Committee are Greg Hall, Earl Drake, and Yikang Liu all of whom are considered independent pursuant to MI 52-110. All members of the Audit Committee are considered to be financially literate. The Audit Committee will be re-constituted after the Meeting.
Relevant Education and Experience
Greg Hall
Director
Mr. Hall is an experienced financial market professional with 24 years experience as a broker, senior executive officer and founder of a number of successful brokerage firms. He has also been extensively involved since 1984 in investments in China, including memberships on the board of directors of several private and public companies with projects in China. Mr. Hall was one of the founding directors of Dragon Pharmaceuticals Inc.
Earl Drake
Director
Mr. Earl Drake is currently Vice Chairman of the Canada China Business Council and Project Director of the China Council for the International Cooperation on Environment and Development and was previously the Ambassador of Canada to the People's Republic of China and the Republic of Indonesia. In the past 50 years, Mr. Drake was also the top Canadian representative in the governing councils of the Organization for Economic Cooperation and Development in Paris and the World Bank in Washington, DC and served in Ottawa as Assistant Deputy Minister for Asia-Pacific in the Foreign Affairs Department and as Vice President in the Canadian International Development Agency. Mr. Earl Drake an Adjunct Professor at Simon Fraser University in the Centre for International Communication. Mr. Drake has long experience in cross-cultural negotiation and communication to harmonize economic development goals with sustainable environmental policies and practices.
7
Yikang Liu
Director
Mr. Yikang Liu is the Deputy General Secretary of the China Mining Association and the 35th & 36th Vice-Chairman of the Geological Society of China . Before he retired in 2001, Mr. Liu was the Chief Geologist for the former Ministry of Metallurgical Industry of China. While there he made significant contributions to the amendment of the last China Mineral Resources Law. Mr. Liu, representing Chinese interests, is the person responsible for the establishment of the first Sino-foreign joint venture for mineral exploration in China. Mr. Liu has over 40 years of geological experience in managing, evaluating and exploring mineral projects for the Chinese government in China and in 17 countries around the world including Bolivia, Madagascar, the Philippines, Iran, and Peru. Mr. Liu is an Adjunct Professor of Geology at the Changchun College of Technology, Northeast University and the China University of Geoscience. Mr. Lius expertise is in mining development and exploration
in China.
Reliance on Certain Exemptions
The Company has not relied on any exemptions under securities law in the past year regarding the Audit Committee.
During the last year, any recommendations of the Audit Committee to nominate or compensate an external auditor were adopted by the Board.
External Auditor Services Fees
The Audit Committee has reviewed the nature and amount of the services provided by Ernst & Young LLP to ensure auditor independence. Fees billed by external auditors for audit services in the last two fiscal years are outlined below:
Nature of Services |
Year Ended March 31, 2007 |
Year Ended March 31, 2006 |
Audit Fees(1) |
$190,000 |
$187,903 |
Audit-Related Fees (2) |
Nil |
$44,500 |
Tax- Fees (3) |
$5,000 |
Nil |
All Other Fees (4) |
Nil |
Nil |
Total |
$195,000 |
$232,403 |
(1) |
Audit Fees include fees necessary to perform the annual audit and quarterly reviews of the Companys consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
|
(2) |
Audit-Related Fees include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation. |
(3) |
Tax Fees include fees for all tax services other than those included in Audit Fees and Audit-Related Fees. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities. |
(4) |
All Other Fees include all other fees billed by the Companys auditors. |
EXECUTIVE COMPENSATION
Executive Compensation
The following table sets forth a summary of the total compensation during the three most recently completed financial years paid to the Companys Chief Executive Officer, Chief Financial Officer, and the three other most highly paid executive officers of the Company and any of its subsidiaries with annual compensation in excess of $150,000 and any additional individuals who satisfy these criteria but for the fact that individual was not serving as an officer at the end of the most recently completed financial year, hereinafter referred to as the Named Executive Officers (the NEOs).
8
Summary Compensation Table
|
|
Annual Compensation |
|
Long-Term Compensation |
|
|
|
|
|
Awards |
|
Payouts |
|
|
|
|
|
|
Shares or |
|
|
NEO |
|
|
|
|
Securities |
Units |
|
|
Name |
|
|
|
|
Under |
Subject to |
|
|
and |
|
|
|
Other Annual |
Options |
Resale |
LTIP |
All other |
Principal Position |
Year |
Salary |
Bonus |
Compensation |
granted |
Restrictions |
Payouts |
Compensation |
|
|
($) |
($) |
($) |
(#) |
($) |
($) |
($) |
Dr. Rui Feng |
2007 |
Nil |
Nil |
$168,750(1) |
Nil |
Nil |
Nil |
Nil |
Chairman and |
2006 |
Nil |
Nil |
$166,500(1) |
Nil |
Nil |
Nil |
Nil |
CEO |
2005 |
Nil |
Nil |
$123,500(1) |
400,000(2) |
Nil |
Nil |
Nil |
Danny Hon(3) |
2007 |
Nil |
Nil |
88,066(4) |
Nil |
Nil |
Nil |
Nil |
Former CFO |
2006 |
Nil |
Nil |
69,614(4) |
Nil |
Nil |
Nil |
Nil |
|
2005 |
Nil |
Nil |
$22,777(4) |
50,000(2) |
Nil |
Nil |
Nil |
Grace Soo(5) |
2007 |
$79,197 |
Nil |
Nil |
50,000(6) |
Nil |
Nil |
Nil |
CFO |
2006 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
|
2005 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
(1) |
Consulting fees payable to a firm controlled by Dr. Rui Feng pursuant to a Consulting Agreement dated May 1, 2003. |
(2) |
Incentive stock options exercisable at $0.55 per share and expiring on October 24, 2009. |
(3) |
Danny Hon was the CFO of the Company from October 20, 2004 to August 29, 2006. |
(4) |
Consulting fees payable for accounting services. |
(5) |
Grace Soo was appointed as CFO of the Company on September 5, 2006. |
(6) |
Incentive stock options exercisable at $13.28 per share and expiring on August 29, 2011. |
Long-term Incentive Plan (LTIP) Awards
A long term incentive plan (LTIP) is a plan providing compensation intended to motivate performance over a period greater than one financial year and does not include option or stock appreciation rights (SARs) plans or plans for compensation through shares or units that are subject to restrictions on resale.
The Company does not have a LTIP in place. No awards were made to the NEOs under any LTIP during the most recently completed financial year.
Options and Stock Appreciation Rights
A stock appreciation right (SAR) is a right to receive a payment of cash or an issue or transfer of shares based wholly or in part on changes in the trading price of the Companys shares. No SARs were granted to or exercised by any NEOs or any directors during the most recently completed financial year.
Option Grants During the Most Recently Completed Financial Year
The Company granted the following stock options to purchase common shares during the fiscal year ended March 31, 2007 to the NEOs.
9
|
|
% of Total |
|
Market Value of |
|
|
Securities |
Options |
|
Securities |
|
|
Under |
Granted to |
|
Underlying |
|
|
Options |
Employees in |
Exercise or |
Options on the |
|
NEO |
Granted |
Financial |
Base Price |
Date of Grant |
|
Name |
(#) |
Year |
($/Security) |
($/Security) |
Expiration Date |
Dr. Rui Feng |
|
|
|
|
|
CEO |
Nil |
Nil |
Nil |
Nil |
Nil |
Danny Hon |
|
|
|
|
|
Former CFO |
Nil |
Nil |
Nil |
Nil |
Nil |
Grace Soo |
|
|
|
|
|
CFO |
50,000 |
12% |
$13.28 |
$13.28 |
August 29, 2011 |
Aggregated Option Exercises During the Most Recently Completed Financial Year and Financial Year End Options/SAR Values
Option Exercises During the Most Recently Completed Financial Year |
|
|
|
|
Value of Unexercised in- |
|
|
Aggregate |
Unexercised Options |
the-Money Options at |
|
Securities |
Realized |
at Financial Year End |
Financial Year End |
|
Acquired on |
Value |
Exercisable/ |
Exercisable ($)/ |
Name |
Exercise |
$ |
Unexercisable |
Unexercisable ($)(1) |
Dr. Rui Feng |
Nil |
Nil |
600,000/Nil |
10,780,000/Nil |
Chairman, CEO |
|
|
|
|
Danny Hon |
50,000 |
617,500 |
Nil/Nil |
Nil/Nil |
Former CFO |
|
|
|
|
Grace Soo |
Nil |
Nil |
8,332/41,668 |
43,493/217,507 |
CFO |
|
|
|
|
(1) The closing price of the Companys common shares on the TSX on March 30, 2007 was $18.50.
Option and SAR Repricing
There were no options or SARs held by the NEOs that were repriced during the most recently completed financial year.
Termination of Employment, Changes in Responsibility & Employment Contracts
The Company does not have any employment contracts with the NEOs other than as disclosed below.
Dr. Rui Feng, Chairman and Chief Executive Officer
Dr. Rui Feng entered into a consulting agreement with SKN Resources Ltd. (the previous name of the Company) dated May 1, 2003 to provide the following services: assisting in introducing Company management and personnel
10
to Chinese geological personnel; assisting in reviewing and acquiring mineral properties in China; and assisting in negotiating agreements, including mining agreements. Dr. Rui Fengs consultancy fee, as stipulated under the agreement was initially $700 per day, plus applicable taxes, for each day services were provided to the Company. In addition, the agreement provides Rui Feng with incentive stock options, finders fees or bonuses, in amounts to be determined by the Board of Directors, for bringing mineral resource acquisition opportunities to the Company. All travel and other expenses actually and properly incurred in connection with the provision of services, subject to the furnishment of receipts to the Company in respect to such expenses, are reimburseable.
Dr. Rui Feng is prohibited, during the term of the agreement and for a period of two (2) years thereafter, from acquiring any interest, direct or indirect, through associates or affiliates, in any exploration concessions, mining claims, leases, mining rights, interest in land, fee lands, surface rights or water rights within ten (10) kilometers of any property in which the Company has an interest at the time of execution of, or acquires during the term of, the agreement.
The initial term of the agreement was one year without any formal renewal provisions. The agreement has been renewed and Dr. Rui Fengs current billing rate is $750 per day, as approved by the Board of Directors of the Company.
Under the terms of the agreement, either party may terminate the agreement upon thirty (30) days written notice to the other party, with no obligations of the Company to Dr. Rui Feng, other than for services performed up to the date of the termination.
Grace Soo, Chief Financial Officer
On August 26, 2006, Grace Soo entered into an employment agreement with the Company to engage Grace Soo as Chief Financial Officer, effective September 5, 2006, for a term of three years. Pursuant to the terms of the agreement, Grace Soo will receive a base salary of $120,000 per annum, be entitled to four weeks vacation, and be granted 50,000 incentive stock options of the Company and 50,000 incentive stock options of New Pacific Metals Corp.
The agreement provides for reimbursement of any and all reasonable and documented expenses actually and necessarily incurred in connection with the performance of duties under the agreement. In addition, the agreement provides for reimbursement of annual professional membership fees .
The agreement may be terminated by the Company or Grace Soo upon one months notice within the first year and an additional months notice thereafter for each full or partial year of employment completed. In any such event, all outstanding options grants will vest immediately and Grace Soo will have 90 days to exercise the outstanding options.
On January 1, 2007, Grace Soos base salary was increased to $150,000 per annum. On May 4, 2007, the Company confirmed by letter agreement, that on termination the 50,000 stock options of the Company, and the 50,000 stock options of New Pacific Metals Corp. would vest immediately. In addition, the Company and Grace Soo agreed that any further options granted would vest pursuant to the respective stock option agreements of the Company and New Pacific Metals Corp.
Composition of the Compensation Committee
See Corporate Governance and Compensation Committee for a description of the composition of the Corporate Governance and Compensation Committee.
11
Report on Executive Compensation
The Compensation Committee has prepared this report on executive compensation. The committee is responsible for making recommendations to the Board with respect to the compensation of executive officers of the Company as well as with respect to the Companys stock option plan. The committee also assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company.
In compensating its executive officers, packages are structured to enhance shareholder value and provide incentives that are commensurate with performance. The Company has employed a combination of base compensation and equity participation through its stock option plan. In addition, the Company may from time to time award some of the executive officers or companies controlled by executive officers performance bonuses for the year. The Company does not offer securities purchase programs, shares or units that are subject to restrictions on resale or other incentive plans, and, except for stock options, focuses on annual, rather than long-term, compensation.
During the 2007 fiscal period, compensation has been in line with prior years packages, which in respect of total cash compensation has been below the market median for comparable companies. A consulting firm has been retained to advise the Compensation Committee on bringing the compensation packages for executive officers and the overall equity participation plan in line with mining and mineral exploration companies of a comparable size listed on the S&P/TSX Small Cap and Capped Gold Indexes and with operations at a similar or a more advanced stage.
Base Compensation
In the committees view, paying base compensation that is competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified and effective executives. The committee historically set the rate for the CEOs base compensation in line with its early status as a mineral exploration company. In light of the Companys rapid advancement to mining, and revenue production, the Compensation Committee will rely in part on independent consultants advice as to appropriate comparable packages. In recommending the compensation for the remaining executive officers and the Board, the committee reviews the CEOs base compensation and compensation paid to equivalent executive officers within the industry.
Equity Participation
The Company believes that encouraging its executive officers and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Companys stock option plan. Stock options are granted to executive officers taking into account a number of factors, including the amount and terms of options previously granted, base compensation and performance bonuses and competitive factors. During the 2007 fiscal year the Board granted to all optionees options to purchase a total of 433,500 shares, which represented 0.89% of the outstanding shares of the Company at year-end.
Performance bonuses
Performance bonuses awarded for the fiscal 2007 year were based primarily on three elements: (1) share performance; (2) Company performance, and (3) individual executive officers performance. With the exception of the past president of the Company, no bonuses were granted to named employees;
Companys Performance
Executive compensation is related in part to the Companys performance in the form of performance bonuses awarded. It is difficult in the mineral exploration and early stage mining industry, where growth of the Company is
12
in its early stages, to quantitatively measure the Companys performance. However, it is possible to apply a combination of qualitative and quantitative metrics to this process, and the Company measures its performance by such items as:
- earnings per share and overall financial performance;
- development progress on the Companys projects;
- the ability of the Company to recruit and attract professionals who are recognized as leaders within their sector;
- confidence of the investment community in the Company;
- absence of negative dealings with regulatory agencies.
CEO Compensation
The components of the CEOs compensation are the same as those that apply to all of the Companys executive officers, namely base compensation, performance bonuses and long-term incentives in the form of stock options. In establishing the CEOs compensation, the Board considers salaries paid to other CEOs whose market capitalization is similar to that of the Company and the CEOs contribution to the affairs of the Company.
Performance Graph
The common shares of the Company commenced trading on the TSX on October 24, 2005 under the symbol SVM and prior to that time traded on the TSX Venture Exchange. The following chart compares the total cumulative shareholder return for CDN$100 invested in common shares of the Company on March 31, 2001, with the cumulative total return of the S&P/TSX Composite Index and S&P/TSX Global Gold Index for the period from March 31, 2001 to March 31, 2007. The common share performance as set out in the graph does not necessarily indicate future price performance.
13
|
|
|
Cumulative Total Returns ($) |
|
|
For Date |
Mar 31, |
Mar 31, |
Mar 31, |
Mar 31, |
Mar 31, |
Mar 31, |
Mar 31, |
|
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
2007 |
SVM |
100.00 |
550.00 |
8,500.00 |
12,950.00 |
9,700.00 |
99,000.00 |
92,500.00 |
S&P/TSX Composite Index |
100.00 |
103.20 |
83.24 |
112.85 |
126.35 |
159.18 |
173.05 |
S&P/TSX Global Gold Index |
100.00 |
169.47 |
155.27 |
219.38 |
185.21 |
285.17 |
291.88 |
|
For Date |
Mar 31, |
Mar 31, |
Mar 31, |
Mar 31, |
Mar 31, |
Mar 31, |
Mar 31, |
|
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
2007 |
Actual Date |
Mar 31, |
Mar 29, |
Mar 31, |
Mar 31, |
Mar 31, |
Mar 31,
|
Mar 30, |
|
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
2007 |
SVM Closing Price |
$0.02 |
$0.11 |
$1.70 |
$2.59 |
$1.94 |
$19.80 |
$18.50 |
S&P/TSX Composite Index |
7,608.00 |
7,851.47 |
6,332.60 |
8,585.93 |
9,612.38 |
12,110.61 |
13,165.50 |
S&P/TSX Global Gold Index |
104.78 |
177.57 |
162.69 |
229.87 |
194.06 |
298.80 |
305.83 |
Compensation of Directors
The Company has no formal plans pursuant to which cash or non-cash compensation was paid or distributed to executive officers during the most recently completed financial year.
The following table sets out compensation paid to directors in the financial year ended March 31, 2007:
Directors Fees During 2007
Name of Director |
Directors Fee |
Consulting Fees |
Other Compensation |
Total |
Dr. Rui Feng |
$0 |
$168,750(1) |
$0 |
$168,750 |
Myles Gao |
$0 |
$143,518(2) |
$0 |
$143,518 |
S. Paul Simpson |
$1,500 |
$87,642(3) |
$5,000 |
$94,142 |
Greg Hall |
$1,500 |
$0 |
$0 |
$1,500 |
Earl Drake |
$25,000 |
$0 |
$0 |
$25,000 |
Yikang Liu |
$13,404 |
$0 |
$0 |
$13,404 |
(1) |
Consulting fees payable to a firm controlled by Dr. Rui Feng pursuant to a Consulting Agreement dated May 1, 2003. |
(2) |
Consulting fees payable to Myles Gao and to a firm controlled by Myles Gao pursuant to a Consulting Agreement dated March 1, 2004. |
(3) |
Legal fees and disbursements paid to a law firm, Armstrong Simpson, Barristers and Solicitors of which Paul Simpson is a Partner. |
|
There are no formal plans pursuant to which options to purchase securities of the Company are granted to executive officers. The Company grants incentive stock options from time to time to its Directors, Officers and Employees in accordance with the policies of the TSX and its stock option plan, at the discretion of the Board.
The following table sets out the options received by directors, in their capacity as a director, during the financial year ended March 31, 2007:
14
Option Grants to Directors During 2007
|
|
|
Market Value of |
|
|
Securities |
|
Securities Underlying |
|
|
Under Options |
Exercise or Base |
Options on Date of |
|
Name of Director |
Granted |
Price |
Grant |
Expiration Date |
|
Dr. Rui Feng |
Nil |
$0.00 |
$0.00 |
n/a |
Myles Gao |
Nil |
$0.00 |
$0.00 |
n/a |
S. Paul Simpson |
Nil |
$0.00 |
$0.00 |
n/a |
Greg Hall |
Nil |
$0.00 |
$0.00 |
n/a |
Earl Drake |
50,000 |
$12.95 |
$12.95 |
July 23, 2011 |
Yikang Liu |
50,000 |
$12.95 |
$12.95 |
July 23, 2011 |
Related Party Transaction
(a) |
During the year ended March 31, 2007, the Company incurred the following related party transactions: |
|
|
(i) |
consulting fees of $173,750 (2006 - $174,000) payable to a company owned by an officer and director of the Company and to an officer of the Company; |
|
|
(ii) |
legal fees of $87,642 (2006 - $77,546) payable to a law firm controlled by a director of the Company; |
|
|
(iii) |
management fees of $143,518 (2006 - $128,801) payable to company owned by an officer and director of the Company, and to an officer and director of the Company; |
|
|
(iv) |
accounting fees of $88,066 (2006 - $69,614) payable to an accounting firm controlled by a former officer of the Company; |
|
|
(v) |
directors fees of $41,404 (2006 - $nil); and,. |
|
|
(vi) |
expenses and exploration costs recovery of $366,550 (2006 - $nil) from NUX. |
|
(b) |
As of March 31, 2007, the related transaction balances included the following: |
|
|
(i) |
$nil (2006 - $22,085 which was included in accounts payable) due to a law firm controlled by a director of the Company; |
|
|
(ii) |
$nil (2006 - $32,843 which was included in accounts payable) due to three directors for their services provided; |
|
|
(iii) |
$nil (2006 - $8,246 which was included in accounts payable) due to an accounting firm controlled by a former officer of the Company; |
|
|
(iv) |
$nil (2006 - $5,812) due to two directors for expenses incurred on behalf of the Company; |
|
|
(v) |
$nil (2006 - $14,199) due to a company with a former director in common for expenses incurred on behalf of the Company; |
|
15
|
(vi) |
$39,750 (2006 - $17,130) due to a company controlled by a director of the Company for its services provided; |
|
|
(vii) |
$151,769 (2006 - $nil ) due from the joint venture partner of Huawei for funds advanced by Huawei; and, |
|
|
(viii) |
$32,660 (2006 - $nil) due from a Chinese company related by common control; and, |
|
|
(ix) |
$1,377,863 (2006 - $nil) due to NUX for funds advanced from NUX and services rendered and costs incurred on behalf of NUX by the Company. |
|
On December 8, 2006, the NUX entered into a Declaration of Trust Agreement (the Trust Agreement) with Yunnan Jin Chang Jiang Mining Co. Ltd. (YJCJM and the Trustee), an equity investee of the Company, to hold in trust for NUX, two exploration permits (Guangdong Project) located in Guangdong Province, China. Pursuant to the agreement, NUX paid $35,331 (US$30,000 ) to the Company as handling fee and NUX is responsible for all costs in relation to the exploration permits.
On January 25, 2007, NUX advanced to the Company $1,461,092 (US$1,240,000). The loan is unsecured, non-interest bearing, and due on demand. The loan will be paid by offsetting the Guangdong Project exploration expenditures incurred by the Trustee on behalf of NUX.
On March 15, 2007, the Company participated in NUXs private placement and acquired 900,000 units at $2.50 per unit with warrants to acquire a further 450,000 units at $3.00 per unit per a period of one year to expire on March 15, 2008. As at the date of this report, the Company owns 4,987,501 common shares of NUX representing an equity interest of 17.7% .
The transactions with related parties during the year are measured at the exchange amount, which is the amount of consideration established and agreed by the parties.
The balances with related parties are unsecured, non-interest bearing, and due on demand.
ISSUER BID
On June 13, 2006, the Company believed that the then prevailing market conditions had resulted in the Companys shares being undervalued relative to the immediate and long term value of the Companys Ying-Silver-Lead-Zinc Property and accordingly the Board of Directors approved a normal course issuer bid to acquire up to 1,000,000 of its Common Shares (being approximately 2% of the 47,818,407 shares issued and outstanding as at June 14, 2006), over a one year period. Purchases were made at the discretion of the CEO and Chairman at prevailing market prices, through the facilities of the TSX. A total of 420,500 shares were acquired under the normal course issuer bid through the facilities of the TSX and were returned to treasury and cancelled. The normal course issuer bid has now expired.
SECURITIES AUTHORIZED FOR ISSUANCE
UNDER EQUITY COMPENSATION PLANS
The only equity compensation plan which the Company has in place is its stock option plan (the Plan) which was previously approved by the shareholders on November 14, 2002 and an amendment to the Plan was approved by the shareholders on October 20, 2004 and August 24, 2006. The Plan, upon shareholder approval, was further amended October 24, 2005, to bring it in to compliance with the policies of the TSX in conjunction with the listing of the Companys share on the TSX on that date. On August 24, 2006 an amendment to the Plan was approved by the
16
shareholders to increase the maximum aggregate number of shares issuable pursuant to options granted under the Plan, inclusive of all other stock options outstanding from 5,100,000 to 6,500,000 (the Amended Plan). This amendment to increase the number of options issuable under the Plan in order to provide the Company with added flexibility in attracting directors, officers, employees and consultants and in motivating such persons to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company.
The Plan has been established to attract and retain directors, officers, employees and consultants to the Company and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company. The Plan is administered by the directors and Compensation Committee of the Company. The Plan currently provides that the aggregate number of shares issuable under the Plan, inclusive of all other stock options outstanding shall not exceed 6,500,000.
The full text of the Plan is attached hereto as Schedule 5.
The Company has an authorized capital of an unlimited number of common shares without par value, of which 49,165,262 common shares were issued and outstanding as fully paid and non-assessable as of August 28, 2007. A further 2,893,034 common shares have been reserved and allotted for issuance upon the due and proper exercise of certain incentive options and share purchase warrants outstanding as at the date hereof.
All of the common shares of the Company rank equally as to dividends, voting powers and participation in assets and in all other respects. Each common share carries one vote per share at meetings of the shareholders of the Company. There are no indentures or agreements limiting the payment of dividends and there are no conversion rights, special liquidation rights, pre-emptive rights or subscription rights attached to the common shares. The common shares presently issued are not subject to any calls or assessments.
Under its Stock Option Plan, the Company may grant options to purchase up to 6,500,000 common shares to directors, officers, employees and consultants. As of the date of this circular, the Company has granted options to purchase 5,498,400 common shares at exercise prices from $0.35 to $20.21 per share and terms ranging from three to five years, with the last options expiring on April 10, 2012. Of the options granted, 1,642,411 remain outstanding.
The following table sets out equity compensation plan information as at the end of the financial year ended March 31, 2007:
Plan Category |
Number of securities to be |
Weighted-average |
Number of securities remaining |
|
issued upon exercise of |
exercise price of |
available for future issuance |
|
outstanding options, warrants |
outstanding |
under equity compensation |
|
and rights |
options, warrants |
plans (excluding securities |
|
|
and rights |
reflected in column (a)) |
|
(a) |
(b) |
(c) |
Equity compensation plans |
2,056,636 common shares |
$3.58 |
1,406,250 common shares |
approved by securityholders |
|
|
|
Equity compensation plans not |
N/A |
N/A |
N/A |
approved by securityholders |
|
|
|
Total |
2,056,636 common shares |
$3.58 |
1,406,250 common shares |
17
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS
AND SENIOR OFFICERS
During the Company's last completed financial year-ended March 31, 2007, no director, executive officer or senior officer of the Company, no proposed nominee for election as a director of the Company, and no associate of any of the foregoing persons has been indebted to the Company or any of its subsidiaries, nor has any of these individuals has been indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.
MANAGEMENT CONTRACTS
There are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or executive / senior officers (or private companies controlled by them, either directly or indirectly) of the Company.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Except as disclosed in this Information Circular, since the commencement of the Company's last completed financial year, no insider of the Company, nominee for director, or any associate or affiliate of an insider, has any material interest, direct or indirect, in any material transaction or in any proposed transaction, which, in either case, has materially affected or would materially affect the Company.
APPOINTMENT OF AUDITORS
It is proposed that Ernst & Young, LLP, Chartered Accountants of Vancouver, British Columbia be reappointed as the auditors of the Company to hold office until the next annual meeting of the shareholders or until a successor is appointed, and that the directors be authorized to determine the auditors remuneration.
Unless otherwise specified, the persons named in the enclosed Form of Proxy will vote for the appointment of Ernst & Young, Chartered Accountants, of Vancouver, BC as auditor of the Company until the next Annual and Special General Meeting of Shareholders, at a remuneration to be fixed by the directors.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
Stock Split 1:3
The Board of Directors of the Company has determined that it is desirable and in the best interest of the Company to declare a 1 to 3 split of the Companys common shares, pursuant to which every one (1) share will be split into three (3) shares.
Shareholders will be asked to approve the proposed 1:3 stock split at the Meeting. The stock split will remain subject to obtaining approval from the TSX.
RESOLVED, as an ordinary resolution, that:
1. |
The 1:3 split of the Companys common shares be and is hereby approved, ratified and confirmed; and |
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2. |
Any director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such things and execute all such documents and instruments as may be necessary or desirable to give effect to this resolution. |
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18
Approval and Ratification of Acts of Directors and Officers
Shareholders will be asked to confirm, ratify and approve all acts, deeds, things done by, and the proceedings of the Directors and officers of the Company on behalf of the Company during the preceding year.
RESOLVED, as an ordinary resolution, that:
1. |
Notwithstanding (i) any failure to properly convene, proceed with, or record any meeting of the Board of Directors or Shareholders of Silvercorp Metals Inc. (the Company) for any reason whatsoever, including, without limitation, the failure to properly waive or give notice of a meeting, hold a meeting in accordance with a notice of a meeting, have a quorum present at a meeting, sign the minutes of a meeting or sign a ballot electing a slate of directors; or (ii) any failure to pass any resolution of the directors or Shareholders of the Company or any articles of the Company for any reason whatsoever, all approvals, appointments, elections, resolutions, contracts, acts and proceedings enacted, passed, made done or taken since April 1, 2006 as set forth in the minutes of the meetings, or resolutions of the Board of Directors or Shareholders of the Company or other documents contained in the minutes book and record book of the Company, or in the financial statement
s of the Company, and all action heretofore taken in reliance upon the validity of such minutes, documents and financial statements, are hereby sanctioned, ratified, confirmed and approved; and, |
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2. |
Without limiting the generality of the foregoing, all resolutions, contracts, acts and proceedings of the Board of Directors of the Company enacted, made, done or taken since the last annual general meeting as set forth or referred to in the minutes and record books of the Company or in the financial statements of the Company, are hereby approved, ratified and confirmed. |
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OTHER BUSINESS
Management of the Company knows of no other matters which will come before the Meeting, other than as set forth above and in the Notice of Meeting, but if such should occur, the persons named in the accompanying Form of Proxy intend to vote on them in accordance with their best judgment exercising discretionary authority with respect to amendments or variations of matters identified in the Notice of Meeting and other matters which may properly come before the Meeting, or any adjournments thereof.
ADDITIONAL INFORMATION
Additional information relating to the Company is available on the System for Electronic Document Analysis and Retrieval (SEDAR), website at www.sedar.com.
Financial information regarding the Company and its affairs is provided in the Companys comparative financial statements and management discussion and analysis (MD&A) for its financial year ended March 31, 2007. Shareholders may contact the Company at the address set out on the face page of this Information Circular to request free copies of the Companys financial statements and MD&A, alternatively they can be found at www.sedar.com and the Companys website at www.silvercorp.ca
19
BOARD APPROVAL
The contents of this Information Circular have been approved and its mailing has been authorized by the directors of the Company.
Dated at Vancouver, British Columbia, this 28th day of August, 2007.
BY ORDER OF THE BOARD OF DIRECTORS
Rui Feng
Dr. Rui Feng, Chairman, CEO and Director
20
SCHEDULE 1
SUMMARY OF ROLES AND RESPONSIBILITIES
OF THE BOARD OF DIRECTORS OF THE COMPANY
The Board is responsible for the stewardship of the Company and for the oversight of its management and affairs.
Directors shall exercise their best business judgment in a manner consistent with their fiduciary duties. The Boards primary responsibilities, which are discharged directly and through delegation to its Committees, include the following:
- To act honestly and in good faith with a view to the best interests of the Company.
To exercise due care, diligence and skill that reasonably prudent persons would exercise in comparable circumstances.
Consistent with its responsibilities to the Company, to further the interests of the shareholders.
To consider business opportunities and risks, and to adopt strategic plans from time to time.
To identify the principal risks of the Companys business, and to implement an appropriate system to manage these risks.
To develop an investor relations and shareholder communications policy for the Company.
To oversee managements adoption of effective internal control and management information systems.
To review and approve annual and quarterly financial statements and the publication thereof by management.
To approve operating plans and any capital budget plans.
To select and approve all key executive appointments, and to monitor executive development.
To develop the Companys approach to corporate governance, including establishing a set of corporate governance principles and guidelines that are specifically applicable to the Company.
To adopt a code of conduct to govern employees and management in their activities for and on behalf of the Company.
To promote a culture of integrity throughout the Company consistent with the adopted code of conduct.
To take action on issues that by law or practice require the independent action of a Board or one of its Committees.
To oversee management in its implementation of effective programs to provide a safe work environment, to employ sound environmental practices, and to operate in accordance with applicable laws, regulations and permits.
To oversee management in its implementation of an effective communications policy with regard to investors, employees, the communities in which it operates and the governments of those communities.
SCHEDULE 2
CORPORATE GOVERNANCE COMMITTEE CHARTER
The Company has established a Corporate Governance Committee of the Board of Directors which consists of three or more directors, a majority of whom shall be independent. The Committee meets at least annually, or more frequently as required.
The Committees mandate is to assist the Board in establishing and maintaining a sound system of corporate governance through a process of continuing assessment and enhancement.
The Committees duties and responsibilities are:
- To advise the Chairman of the Board and the Board on matters of corporate governance, including adherence to any governance guidelines or rules established by applicable regulatory authorities.
To advise the Board on issues of conflict of interest for individual directors.
To examine the effectiveness of the Companys corporate governance practices at least annually and to propose such procedures and policies as the Committee believes are appropriate to ensure that the Board functions independently of management, management is accountable to the Board and procedures are in place to monitor the effectiveness of performance of the Board, committees of the Board and individual directors.
To develop and review, together with the Chairman, CEO and the President of the Board, annual Board goals or improvement priorities.
To identify and to recommend to the Board suitable candidates for nomination as new directors, and to review the credentials of directors standing for re-election.
With assistance of management, to organize and provide an orientation program for new directors where appropriate.
To periodically review the mandates of the Board and committees of the Board and determine what additional committees of the Board, if any, are required or appropriate.
To develop such codes of conduct and other policies as are appropriate to deal with the confidentiality of the Companys information, insider trading and the Companys timely disclosure and other public Company obligations.
To take such other steps as the Committee decides are appropriate, in consultation with the Board, to ensure that proper corporate governance practices are in place for the Company, with reference to the Toronto Stock Exchange guidelines or recommendations and other regulatory requirements on corporate governance.
To review its charter and assess annually the adequacy of this mandate, the effectiveness of its performance and, when necessary, and to recommend changes to the Board of Directors for its approval.
SCHEDULE 3
COMPENSATION COMMITTEE CHARTER
The Compensation Committee of the Board of Directors consists of at least three Directors, a majority of whom shall be independent. The Committee meets at least annually, or more frequently as required.
The purpose of the Compensation Committee is to assist the Board in discharging its duties relating to compensation of the executive officers of the Company, the goals are to enable the Company to attract, retain and motivate the most qualified talent who will contribute to the long term success of the Company by aligning compensation with the Companys business objectives and performance, and aligning incentives with the interests of shareholders to maximize shareholders value.
The Committees duties and responsibilities are:
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To make recommendations to the Board with respect to the compensation of senior management and executive officers of the Company.
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To review the compensation and benefits of the directors in their capacity as directors of the Company to ensure that such compensation reflects the responsibilities and risks involved in being a director.
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To review and make recommendations to the Board as to the general compensation and benefits policies and practices of the Company, including incentive stock options for all employees, consultants, directors and officers.
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To review the disclosure to be made of director and executive remuneration in the Management Information Circular.
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To ensure there are appropriate training, development and benefit programs in place for management and staff.
-
To review and make recommendations to the Board for its approval on any special compensation and benefit arrangements.
-
To review its compensation practices by comparing them to surveys of relevant competitors and to set objective compensation based on this review.
-
To perform such other functions as the Board may from time to time assign to the Committee.
-
To review its charter and assess annually the adequacy of this mandate, the effectiveness of its performance, and to recommend changes to the Board for its approval.
SCHEDULE 4
AUDIT COMMITTEE CHARTER
The main objective of the Audit Committee is to act as a liaison between the Board and the Companys independent auditors (the Auditors) and to assist the Board in fulfilling its oversight responsibilities with respect to (a) the financial statements and other financial information provided by the Company to its shareholders, the public and others, (b) the Companys compliance with legal and regulatory requirements, (c) the qualification, independence and performance of the Auditors and (d) the Company's risk management and internal financial and accounting controls, and management information systems.
Although the Committee has the powers and responsibilities set forth in this Charter, the role of the Committee is oversight. The members of the Committee are not full-time employees of the Company and may or may not be accountants or auditors by profession or experts in the fields of accounting or auditing and, in any event, do not serve in such capacity. Consequently, it is not the duty of the Committee to conduct audits or to determine that the Companys financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations.
The Committee shall consist of three or more directors and shall satisfy the laws governing the Company and the independence, financial literacy, expertise and experience requirements under applicable securities law, stock exchange and any other regulatory requirements applicable to the Company.
The members of the Committee and the Chair of the Committee shall be appointed by the Board. A majority of the members of the Committee shall constitute a quorum. A majority of the members of the Committee shall be empowered to act on behalf of the Committee. Matters decided by the Committee shall be decided by majority votes.
Any member of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee as soon as such member ceases to be a director.
The Committee may form and delegate authority to subcommittees when appropriate.
The Committee shall meet as frequently as circumstances require, but not less frequently than four times per year. The Committee shall meet at least quarterly.
The Committee may invite, from time to time, such persons as it may see fit to attend its meetings and to take part in discussion and consideration of the affairs of the Committee.
The Companys accounting and financial officer(s) and the Auditors shall attend any meeting when requested to do so by the Chair of the Committee.
(1) |
The Committee shall recommend to the Board of directors: |
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(a) |
the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and |
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(b) |
the compensation of the external auditor. |
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(2) |
The Committee shall be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting. |
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(3) |
The Committee must pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company's external auditor. |
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(4) |
The Committee must review the Company's financial statements, MD&A and annual and interim earnings press releases before the Company publicly discloses this information. |
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(5) |
The Committee must be satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to in subsection (4), and must periodically assess the adequacy of those procedures. |
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(6) |
The Committee must establish procedures for: |
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(a) |
the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and |
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(b) |
the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
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(7) |
An audit committee must review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer. |
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The Committee shall have the following authority:
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(a) |
to engage independent counsel and other advisors as it determines necessary to carry out its duties, |
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(b) |
to set and pay the compensation for any advisors employed by the Committee, and |
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(c) |
to communicate directly with the internal and external auditors. |
2
SCHEDULE 5
STOCK OPTION PLAN (2002)
(amended October 20, 2004, October 24, 2005, August 24, 2006)
PART 1
INTERPRETATION
1.01 |
Definitions In this Plan the following words and phrases shall have the following meanings, namely: |
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(a) |
Board means the board of directors of the Company and includes any committee of directors appointed by the directors as contemplated by to Section 3.01 hereof; |
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(b) |
Company means SILVERCORP METALS INC.; |
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(c) |
Consultant means an individual who provides consulting, technical, management or other services to the Company or any of its subsidiaries, including a Service Provider as defined by The Toronto Stock Exchange, and who is permitted by Exchange Policy and by Securities Laws to receive, either directly or through a company, shares or options of the Company in exchange for services; |
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(d) |
Director means any director of the Company or of any of its subsidiaries; |
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(e) |
Employee means any individual in the employment of the Company or any of its subsidiaries or of a company providing management or administrative services to the Company; |
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(f) |
Exchange means the The Toronto Stock Exchange; |
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(g) |
Exchange Policy means the policies, bylaws, rules and regulations of the Exchange governing the granting of options by the Company, as amended from time to time; |
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(h) |
Expiry Date means not later than ten years from the date of grant of the option or such shorter period as prescribed by the Exchange; |
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(i) |
Insider has the meaning ascribed thereto in the Securities Act (British Columbia); |
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(j) |
Joint Actor means a person acting jointly or in concert with another person as that phrase is interpreted in section 96 of the Securities Act; |
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(k) |
Option Price means the price at which options may be granted in accordance with Exchange Policy and Securities Laws; |
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(l) |
Officer means any senior officer of the Company or of any of its subsidiaries as defined in the Securities Act (British Columbia); |
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(m) |
Outstanding Issue is determined by Exchange Policy and by Securities Laws; |
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(n) |
Plan means this stock option plan as from time to time amended; |
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(o) |
Securities Act means the Securities Act, R.S.B.C. 1996, c.418, as amended, from time to time; |
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(p) |
Securities Laws means the act, policies, bylaws, rules and regulations of the securities commissions governing the granting of options by the Company, as amended from time to time; |
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(q) |
Shares means common shares of the Company. |
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1.02 Gender Throughout this Plan, words importing the masculine gender shall be interpreted as including the female gender.
PART 2
PURPOSE OF PLAN
2.01 Purpose The purpose of this Plan is to attract and retain Employees, Consultants, Officers or Directors to the Company and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company through options granted under this Plan to purchase Shares.
PART 3
GRANTING OF OPTIONS
3.01 Administration This Plan shall be administered by the Board or, if the Board so elects, by a committee (which may consist of only one person) appointed by the Board from its members.
3.02 Committee's Recommendations The Board may accept all or any part of recommendations of the committee or may refer all or any part thereof back to the committee for further consideration and recommendation.
3.03 Grant by Resolution The Board may, by resolution, designate eligible persons who are bona fide Employees, Consultants, Officers or Directors, or corporations employing or wholly owned by such Employee, Consultant, Officer or Director, to whom options should be granted and specify the terms of such options which shall be in accordance with Exchange Policy and Securities Laws.
3.04 Terms of Option The resolution of the Board shall specify the number of Shares that should be placed under option to each such Employee, Consultant, Officer or Director, the Option Price to be paid for such Shares upon the exercise of each such option, and the period, including any applicable vesting periods required by Exchange Policy, or by the Board or Committee, during which such option may be exercised.
3.05 Written Agreement Every option granted under this Plan shall be evidenced by a written agreement, containing such terms and conditions as are required by Exchange Policy and Securities Laws, between the Company and the optionee and, where not expressly set out in the agreement, the provisions of such agreement shall conform to and be governed by this Plan. In the event of any inconsistency between the terms of the agreement and this Plan, the terms of this Plan shall govern.
PART 4
CONDITIONS GOVERNING THE GRANTING AND EXERCISING OF OPTIONS
4.01 Exercise Price The exercise price of an option granted under this Plan shall not be less than the Option Price at the time of granting the options. In any event, no options shall be granted which are exercisable at a price of less than permitted by Exchange Policy.
4.02 Expiry Date Each option shall, unless sooner terminated, expire on a date to be determined by the Board which will not be later than the Expiry Date.
4.03 Different Exercise Periods, Prices and Number The Board may, in its absolute discretion, upon granting an option under this Plan and subject to the provisions of Section 6.03 hereof, specify a particular time period or periods following the date of granting the option during which the optionee may exercise his option to purchase Shares and may designate the exercise price and the number of Shares in respect of which such optionee may exercise his option during each such time period.
Schedule 5-2
4.04 Number of Shares To one Person the number of Shares reserved for issuance to any one person pursuant to options granted under this Plan shall not exceed 5% of the outstanding Shares at the time of granting of the options.
4.05 Termination of Employment If a Director, Officer, Consultant or Employee ceases to be so engaged by the Company for any reason other than death, such Director, Officer, Consultant or Employee shall have such rights to exercise any option not exercised prior to such termination within a period of 90 calendar days after the date of termination, or such shorter period as may be set out in the optionees Option Agreement.
4.06 Death of Optionee If a Director, Officer, Consultant or Employee dies prior to the expiry of his option, his legal representatives may, within the lesser of one year from the date of the optionee's death or the expiry date of the option, exercise that portion of an option granted to the Director, Officer, Consultant or Employee under this Plan which remains outstanding.
4.07 Assignment No option granted under this Plan or any right thereunder or in respect thereof shall be transferable or assignable otherwise than by will or pursuant to the laws of succession except that, if permitted by the rules and policies of the Exchange, an optionee shall have the right to assign any option granted to him hereunder to a trust, RRSP, RESP or similar legal entity established by such optionee.
4.08 Notice Options shall be exercised only in accordance with the terms and conditions of the agreements under which they are respectively granted and shall be exercisable only by notice in writing to the Company.
4.09 Payment Options may be exercised in whole or in part at any time prior to their lapse or termination. Shares purchased by an optionee on exercise of an option shall be paid for in full at the time of their purchase.
4.10 Options to Employees, Consultants or Management Company Employees In the case of options granted to Employees, Consultants or Management Company Employees, the optionee must be a bona-fide Employee, Consultant or Management Company Employee, as the case may be, of the Company or its subsidiary.
PART 5
RESERVE OF SHARES FOR OPTIONS
5.01 Sufficient Authorized Shares to be Reserved Whenever the Memorandum or Articles of the Company limit the number of authorized Shares, a sufficient number of Shares shall be reserved by the Board to satisfy the exercise of options granted under this Plan. Shares that were the subject of options that have lapsed or terminated shall thereupon no longer be in reserve and may once again be subject to an option granted under this Plan.
5.02 Maximum Number of Shares to be Reserved Under Plan The aggregate number of Shares which may be subject to issuance pursuant to options granted under this Plan, inclusive of all other stock options outstanding shall be 6,500,000 shares.
5.03 Maximum Number of Shares Reserved Unless authorized by shareholders of the Company, this Plan, together with all of the Company's other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, shall not result, at any time, in:
(a) |
the number of Shares reserved for issuance to Insiders pursuant to stock options exceeding 10% of the Outstanding Issue; |
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(b) |
the issuance to any one Insider and such Insider's associates, within a one year period, of a number of Shares exceeding 5% of the Outstanding Issue; or |
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(c) |
if required by Exchange Policy or Securities Laws, the issuance to Consultants of a number of Shares exceeding 2% of the Outstanding Issue. |
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Schedule 5-3
PART 6
CHANGES IN OPTIONS
6.01 Share Consolidation or Subdivision In the event that the Shares are at any time subdivided or consolidated, the number of Shares reserved for option and the price payable for any Shares that are then subject to option shall be adjusted accordingly.
6.02 Stock Dividend In the event that the Shares are at any time changed as a result of the declaration of a stock dividend thereon, the number of Shares reserved for option and the price payable for any Shares that are then subject to option may be adjusted by the Board to such extent as they deem proper in their absolute discretion.
6.03 Effect of a Take-Over Bid If a bona fide offer ( an Offer) for Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of subsection 1(1) of the Securities Act, the Company shall, upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon all Shares subject to such Option (Option Shares) will become Vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if:
(a) |
the Offer is not completed within the time specified therein including any extensions thereof; or |
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(b) |
all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof, |
then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become vested pursuant to section 4.03 shall be reinstated. If any Option Shares are returned to the Company under this section 6.03, the Company shall immediately refund the exercise price to the Optionee for such Option Shares.
6.04 Acceleration of Expiry Date If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Directors may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of Options granted under the Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer.
6.05 Effect of a Change of Control If a Change of Control (as defined below) occurs, all Option Shares subject to each outstanding Option will become vested, whereupon such Option may be exercised in whole or in part by the Optionee. Change of Control means the acquisition by any person or by any person and a Joint Actor, whether directly or indirectly, of voting securities as defined in the Securities Act) of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a Joint Actor, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Company.
PART 7
SECURITIES LAWS AND EXCHANGE POLICIES
7.01 Exchange's Rules and Policies Apply This Plan and the granting and exercise of any options hereunder are also subject to such other terms and conditions as are set out from time to time in the Securities Laws and Exchange Policies and such rules and policies shall be deemed to be incorporated into and become a part of this Plan. In the event of an inconsistency between the provisions of such rules and policies and of this Plan, the provisions of such rules and policies shall govern. In the event that the Companys listing changes from one tier to another tier on a stock exchange or the Companys shares are listed on a new stock exchange, the granting of options shall be governed by the rules and policies of such new tier
Schedule 5-4
or new stock exchange and unless inconsistent with the terms of this Plan, the Company shall be able to grant options pursuant to the rules and policies of such new tier or new stock exchange without requiring shareholder approval.
PART 8
AMENDMENT OF PLAN
8.01 Board May Amend The Board may, by resolution, amend or terminate this Plan, but no such amendment or termination shall, except with the written consent of the optionees concerned, affect the terms and conditions of options previously granted under this Plan which have not then been exercised or terminated.
8.02 Exchange Approval Any amendment to this Plan or options granted pursuant to this Plan shall not become effective until such Exchange and shareholder approval as is required by Exchange Policy and Securities Laws has been received.
8.03 Amendment to Insiders Options Any amendment to Options held by Insiders of the Company at the time of the amendment, which results in a reduction in the exercise price of the options, is conditional upon the obtaining of disinterested shareholder approval to that amendment.
PART 9
EFFECT OF PLAN ON OTHER COMPENSATION OPTIONS
9.01 Other Options Not Affected This Plan is in addition to any other existing stock options granted prior to and outstanding as at the date of this Plan and shall not in any way affect the policies or decisions of the Board in relation to the remuneration of Directors, Officers, Consultants and Employees.
PART 10
OPTIONEE'S RIGHTS AS A SHAREHOLDER
10.01 No Rights Until Option Exercised An optionee shall be entitled to the rights pertaining to share ownership, such as to dividends, only with respect to Shares that have been fully paid for and issued to him upon exercise of an option.
PART 11
EFFECTIVE DATE OF PLAN
11.01 Effective Date This Plan shall become effective upon the later of the date of acceptance for filing of this Plan by the Exchange or the approval of this Plan by the shareholders of the Company, however, options may be granted under this Plan prior to the receipt of approval by shareholders and acceptance from the Exchange.
DATE OF PLAN: November 14, 2002
AMENDED: October 20, 2004; October 24, 2005, August 24, 2006.
Schedule 5-5
APPENDIX A
CORPORATE GOVERNANCE DISCLOSURE OF
SILVERCORP METALS INC. (the Company)
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Governance Disclosure Guidelines under
National Instrument 58-101 Disclosure of
Corporate Governance Practices(NI 58-101) |
Corporate Governance Practices of the Company |
1. |
Board of Directors |
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(a) |
Disclose the identity of directors who are
independent. |
The following members of the board of directors of the Company (the Board) are considered to be independent, within the meaning of NI 58-101: S. Paul Simpson, Greg Hall, Earl Drake and Yikang Liu. |
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(b) |
Disclose the identity of directors who |
The following directors are not independent for the reasons stated: Dr. Rui Feng is currently CEO and Chairman of the Company and Myles Gao is currently President and COO of the Company. |
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(c) |
Disclose whether or not a majority of |
A majority of the Companys directors are independent, as four of the six persons nominated as directors qualify as independent directors for the purposes of NI 58-101. |
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(d) |
If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in the same jurisdiction or a foreign jurisdiction, identify both the director and the other issuer. |
Dr. Rui Feng is a director of New Pacific Metals Corp., S. Paul Simpson is a director and chairman of Maxy Gold Corp. and Greg Hall is a director and audit committee member of Acero-Martin Exploration Inc. and a director and chairman of Ivory Energy Inc. |
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(e) |
Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuers most recently completed financial year. If the independent directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent directors. |
The independent directors are encouraged to hold meetings at which non-independent directors and members of management are not in attendance on an ad hoc basis.
As the Companys assets are primarily in China, resulting in Executive Board Members and other Directors spending considerable time in China, it is difficult to schedule regular face to face meetings and Board decisions are often carried out by telephone meetings and formalized by a consent resolutions. |
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(f) |
Disclose whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the Board does to provide leadership for its independent directors. |
Dr. Rui Feng, Chair of the Board, is not an independent director.
The Board adopted a formal written mandate which defines its stewardship responsibilities to which all Board members strictly adhere.
The terms of the Boards Mandate are attached hereto as Schedule 1 Summary of Roles and Responsibilities of the Board of Directors of the Company. |
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Governance Disclosure Guidelines under
National Instrument 58-101 Disclosure of
Corporate Governance Practices(NI 58-101) |
Corporate Governance Practices of the Company |
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(g) |
Disclose the attendance record of each director for all Board meetings held since the beginning of the issuers most recently completed financial year. |
For the financial year ended March 31, 2007, the Board held 1 Board meeting. The following is a list of the directors attendance record:
Dr. Rui Feng - attended 1 of 1 Board meeting
Myles Gao - attended 1 of 1 Board meeting
S. Paul Simpson - attended 1 of 1 Board meeting
Greg Hall - attended 1 of 1 Board meeting
Earl Drake attended 1 of 1 Board meeting
Yikang Liu - attended 1 of 1 Board meetings
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2. |
Board Mandate |
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Disclose the text of the Boards written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities. |
The Board has adopted a formal written mandate which defines its stewardship responsibilities.
The terms of the Board of Directors Mandate are attached hereto as Schedule 1 Summary of Roles and Responsibilities of the Board of Directors of the Company.
In addition, the committees of the Board have adopted formal written mandates that define their roles and responsibilities. The mandates are attached hereto as: Schedule 2 Corporate Governance Committee Charter, Schedule 3 Compensation Committee Charter; and Schedule 4 Audit Committee Charter. |
3. |
Position Descriptions |
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(a) |
Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each Board committee. If the Board has not developed written position descriptions for the chair and/or the chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position. |
The chair of each committee of the Board has been provided with a Committee Charter and has accepted leadership responsibilities for ensuring compliance with the applicable charter. Each Committee chair is sufficient skilled through education and experience to lead the respective committee.
The Board delineates the role and responsibilities of the Board chair and chair of each Board committee by reference to industry norms, past practice and through discussions at Board and committees of the Board meetings.
The Board is satisfied that its current practices sufficiently specify the roles and responsibilities for the chair of the Board and the chair of each Board committee. |
Appendix A-2
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Governance Disclosure Guidelines under
National Instrument 58-101 Disclosure of
Corporate Governance Practices(NI 58-101) |
Corporate Governance Practices of theCompany |
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(b) |
Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO. |
The Board and CEO have not adopted a written position description for the CEO.
The Board delineates the role and responsibilities of the CEO by reference to industry norms, past practice and through discussions at Board meetings.
While the Board is satisfied that its current practices sufficiently specify the roles and responsibilities for the CEO, it is considering adopting a written position description for the CEO. |
4. |
Orientation and Continuing Education |
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(a) |
Briefly describe what measures the Board takes to orient new directors regarding (i) the role of the Board, its committees and its directors, and (ii) the nature and operation of the issuers business. |
Each new director, on joining the Board, is given an outline of the nature of the Companys business, its corporate strategy, current issues within the Company, the expectations of the Company concerning input from directors and the general responsibilities of the Companys directors. |
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The Company provides new directors with an orientation program upon joining the Company that includes copies of relevant financial, technical, geological and other information regarding its properties, as well as meetings with management. |
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Board members are encouraged to communicate with management and auditors, to keep themselves current with industry trends and development, and to attend related industry seminars. The Company may also request that Board members be advised by counsel to the Company of their legal obligations as directors of the Company. Directors have been and will continue to be given tours of the Companys mines and development sites to give such directors additional insight into the Companys business. |
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(b) |
Briefly describe what measures, if any, the Board takes to provide continuing education for its directors. If the Board does not provide continuing education, describe how the Board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors. |
Directors have been and will continue to be given tours of the Companys silver-lead-zinc mines, development, and exploration sites to give the directors additional insight into the Companys business.
In addition, from time to time the Company instructs its general counsel to circulate to the Board members a memorandum summarizing new and evolving precedents applicable to directors of public companies with respect to their conduct, duties and responsibilities. |
Appendix A-3
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Governance Disclosure Guidelines under
National Instrument 58-101 Disclosure of
Corporate Governance Practices(NI 58-101) |
Corporate Governance Practices of the Company |
5. |
Ethical Business Conduct |
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(a) |
Disclose whether or not the Board has adopted a written code for the directors, officers and employees. If the Board has adopted a written code: (i) disclose how a person or company may obtain a copy of the code; (ii) describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and (iii) provide a cross-reference to any material change report filed since the beginning of the issuers most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code. |
As part of its stewardship responsibilities, the Board approved a formal Code of Business Conduct and Ethics (the Code) that is designed to deter wrong-doing and to promote honest and ethical conduct and full, accurate and timely disclosure. A copy of the Code may be obtained by contacting the Company at the address on the cover of this Information Circular or at www.sedar.com.
The Companys corporate governance committee is responsible for setting the standards of business conduct contained in the Code and for overseeing and monitoring compliance with the Code. The Code also sets out mechanisms for the reporting of unethical conduct.
The Code is applicable to all employees, consultants, officers and directors, regardless of their position with the Company, at all times and everywhere the Company does business. The Code provides that the Companys employees, consultants, officers and directors will uphold its commitment to a culture of honesty, integrity and accountability.
The Board has not granted any waiver of the Code in favor of a director or executive officer, and no material change report has been required or filed in connection with the Code.
When proposed transactions or agreements in which directors or officers may have an interest, material or not, are presented to the Board, the directors are required to disclose any such interest and the persons who have such an interest are excluded from all discussion on the matter and are not permitted to vote on the proposal. All such interests in transactions or agreements involving senior management are dealt with by the Board, regardless of apparent immateriality.
The Board also adopted a formal Code of Ethical Conduct for Financial Managers that is applicable to all Financial Managers of the Company, being the Companys Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller and persons performing similar functions.
Further, the Board approved and implemented a Whistle Blower process available to all directors, officers, employees, and any other party. The Chair of the Audit Committee monitors and reports any wrong doing to the Audit Committee. For the most recently completed financial year, no events were reportable. |
Appendix A-4
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Governance Disclosure Guidelines under
National Instrument 58-101 Disclosure of
Corporate Governance Practices(NI 58-101) |
Corporate Governance Practices of the Company |
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The Board approved and implemented a Corporate Disclosure Policy to ensure that communications to the investing public about the Company and its subsidiaries are timely, factual and accurate; and broadly disseminated in accordance with all applicable legal and regulatory requirements. |
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(b) |
Describe any steps the Board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest. |
Directors must disclose to the Companys General Counsel any instances in which they perceive they have a material interest in any matter being considered by the Board; and if it is determined there is a conflict of interest, or that a material interest is held, the conflict must be disclosed to the Board. In addition, the interested Board member must refrain from voting and exit the meeting while the transaction at issue is being considered by the Board. |
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(c) |
Describe any other steps the Board takes to
encourage and promote a culture of ethical
business conduct. |
The Companys Corporate Governance and Compensation Committee is responsible for setting the standards of business conduct contained in the Code and for overseeing and monitoring compliance with the Code.
The Board sets the tone for ethical conduct throughout the Company by considering and discussing ethical considerations when reviewing the corporate transactions of the Company. |
6. |
Nomination of Directors |
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(a) |
Describe the process by which the Board identifies new candidates for Board nomination. |
The Board is responsible for recommending candidates for nomination to the Board and its committees. The Corporate Governance and Compensation Committee, which is composed entirely of independent directors, assists the Board by identifying and recommending to the Board suitable candidates for nomination as new directors.
New nominees must have one or more of the following attributes: a track record in general business management, particularly with public companies; special expertise in an area of strategic interest to the Company; and financial literacy. Nominees must also have the ability to devote the required time to the Company, show support for the Companys mission and objectives, and have a willingness to serve the Company and its shareholders.
The Board is composed of individuals who will best serve the interest of the Company and assist management in achieving the Companys goals. Members of the Board and representatives of the mining industry are often consulted for potential candidates. |
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(b) |
Disclose whether or not the Board has a nominating committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the Board takes to encourage an objective nomination process. |
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(c) |
If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee. |
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Appendix A-5
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Governance Disclosure Guidelines under
National Instrument 58-101 Disclosure of
Corporate Governance Practices(NI 58-101) |
Corporate Governance Practices of the Company |
7. |
Compensation |
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(a) |
Describe the process by which the Board determines the compensation for the issuers directors and officers. |
The Companys CEO and Corporate Governance and Compensation Committee review overall compensation policies and make recommendations to the Board on the compensation of the Companys executive officers.
The Corporate Governance and Compensation Committee must be comprised of at least three Directors, a majority of whom shall be independent. The Chair of the Corporate Governance and Compensation Committee is currently S. Paul Simpson.
The purpose of the Compensation Committee is to assist the Board in discharging its duties relating to the compensation of the executive officers of the Company. The goals of the Compensation Committee are to enable the Company to attract, retain and motivate the most qualified talent who will contribute to the long term success of the Company by aligning compensation with the Companys business objectives and performance and the interests of shareholders to maximize shareholders value.
The Compensation Committees duties and responsibilities are:
To make recommendations to the Board with respect to the compensation of senior management and executive officers of the Company.
To review the compensation and benefits of the directors in their capacity as directors of the Company to ensure that such compensation reflects the responsibilities and risks involved in being a director.
To review and make recommendations to the Board as to the general compensation and benefits policies and practices of the Company, including incentive stock options for all employees, consultants, directors and officers.
To review the disclosure to be made of director and executive remuneration in the Companys information circulars.
To ensure there are appropriate training, development and benefit programs in place for management and staff.
To review and make recommendations to the Board for its approval on any special compensation and benefit arrangements. |
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(b) |
Disclose whether or not the Board has a compensation committee composed entirely of independent directors. If the Board does not have a compensation committee composed entirely of independent directors, describe what steps the Board takes to ensure an objective process for determining such compensation. |
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(c) |
If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee. |
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(d) |
If a compensation consultant or advisor has, at any time since the beginning of the issuers most recently completed financial year, been retained to assist in determining compensation for any of the issuers directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work. |
Appendix A-6
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Governance Disclosure Guidelines under
National Instrument 58-101 Disclosure of
Corporate Governance Practices(NI 58-101) |
Corporate Governance Practices of the Company |
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To review its compensation practices by comparing them to surveys of relevant competitors and to set objective compensation based on this review.
To perform such other functions as the Board may from time to time assign to the Compensation Committee.
To review its charter and assess annually the adequacy of its mandate, the effectiveness of its performance, and to recommend changes to the Board for its approval.
No compensation consultant or advisor was retained by the Company during the recently completed financial year that was reportable. |
8. |
Other Board Committees |
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If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function. |
The Board has no other committees other than as noted above. |
9. |
Assessments |
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Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees, and its individual directors are performing effectively. |
The Corporate Governance and Compensation Committee and the Board annually, and at such other times as they deem fit, monitor the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.
As part of the assessments, the Board and/or the committees may review their respective charter and conduct reviews of applicable corporate policies.
Each Board member is significantly qualified through their current or previous professions. Each member participates fully in each meeting having in all cases been specifically canvassed for their input. |
Appendix A-7
EX-99.8
9
agmproxy070928.htm
FORM OF PROXY FOR SEPTEMBER 28, 2007 AGM
Exhibit 99.8
Exhibit 99.8
SILVERCORP METALS INC. |
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Security Class
Holder Account Number
Form of Proxy - Annual General and Special Meeting to be held on September 28, 2007
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
1. |
Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). |
2. |
If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. |
3. |
This proxy should be signed in the exact manner as the name appears on the proxy. |
4. |
If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. |
5. |
The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. |
6. |
The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. |
7. |
This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting. |
8. |
This proxy should be read in conjunction with the accompanying documentation provided by Management. |
Proxies submitted must be received by 10:00 am, PST on Tuesday, September 26, 2007.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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Call the number listed BELOW from a touch tone telephone. |
Go to the following web site: www.investorvote.com |
1-866-732-VOTE (8683) Toll Free |
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If you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER, HOLDER ACCOUNT NUMBER and ACCESS NUMBER listed below.
CONTROL NUMBER |
HOLDER ACCOUNT NUMBER |
ACCESS NUMBER |
Appointment of Proxyholder
The undersigned shareholder ("Registered Shareholder") of Silvercorp Metals Inc. (the "Company") hereby appoints: Dr. Rui Feng, Chairman, CEO and a Direcotor or failing him, Myles Jianguo Gao, President, COO and a Director of the Company
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OR |
Print the name of the person you are appointing if this person is someone other than the Chairman of theMeeting.
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as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special General Meeting of Silvercorp Metals. to be held at The Malaspina Room on the Concourse Level, The Fairmont Waterfront, 900 Canada Place Way, Vancouver, British Columbia, V6C 3L5, on Friday, September 28, 2007 at 10:00 a.m. (Pacific Time) and at any adjournment thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
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For |
Against |
1. Fix Number of Directors
Fix the number of Directors to be elected at six (6). |
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2. Election of Directors
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For |
Withhold |
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For |
Withhold |
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For |
Withhold |
01. Dr. Rui Feng |
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02. Myles Jianguo Gao |
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03. Greg Hall |
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04. Paul Simpson |
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05. Yikang Liu |
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06. Earl Drake |
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For |
Withhold |
3. Appointment of Auditor
Re-appointment of Ernst & Young, LLP, Chartered Accountants, as Auditors of the Company for the ensuing year and authorizing the Directors to fix their renumeration |
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For |
Withhold |
4. Stock Split
To approve, ratify and confirm a 1:3 stock split of the Company's common shares. |
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For |
Withhold |
5. Approve Directors' and Officers' Acts
To approve, ratify and confirm all acts of the Directors and Officers on behalf of the Company during the preceding year. |
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For |
Withhold |
6. Transact Other Business
To transact such further business as may properly be brought before the Meeting or at any adjournment thereof. |
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Authorized Signature(s) - This section must be completed for your instructions to be executed. |
Signature(s)
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Date
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I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. |
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DD / MM / YY |
Interim Financial Statements |
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Annual Report |
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Mark this box if you would like to receive interim financial statements and accompanying Managements Discussion and Analysis by mail. |
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Mark this box if you would like to receive the Annual Report and accompanying Managements Discussion and Analysis by mail. |
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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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