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SECURITIES AND EXCHANGE COMMISSION FORM 6-K Report of Foreign Private Issuer For the month of May, 2007 Commission File Number 001-32748 Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F. Form 20-F _____ Form 40-F X Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): ____ Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ____ Indicate by check mark whether
by furnishing the information contained in this Form, the registrant is also
thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934. Yes _____ No X If "Yes" is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-_______________
DOCUMENTS INCLUDED AS PART OF THIS REPORT
CORRIENTE RESOURCES INC.
ThreeMonth Period Ended March 31, 2007
(Expressed in Canadian dollars unless otherwise noted)
May 9, 2007
Managements Discussion and Analysis supplements, but does not form part of, the
unaudited interim consolidated financial statements of Corriente Resources Inc.
(Corriente or the company) and the notes thereto for the three-month period
ended March 31, 2007. Consequently, the following discussion and analysis of the
financial condition and results of operations for Corriente should be read in
conjunction with the unaudited inteirm consolidated financial statements and
related notes thereto for the three-month period ended March 31, 2007 and with
the companys audited consolidated financial statements and related notes
thereto for the years ended December 31, 2006, 2005 and 2004 which are prepared
in accordance with Canadian generally accepted accounting principles (Canadian
GAAP). The accounting policies have been consistently followed in preparation
of these financial statements, except that the company has adopted the
guidelines governed by Sections 1530 and 3855 of the CICA Handbook,
Comprehensive Income and Financial Instruments Recognition and
Measurement, respectively, effective for the companys first quarter commencing
January 1, 2007.
The above-referenced financial statements and other information, including the
companys Annual Information Form, can be found on SEDAR at www.sedar.com
or on EDGAR at www.sec.gov. The companys shares are listed on the
Toronto Stock Exchange (under the symbol CTQ) and the American Stock Exchange
(under the symbol ETQ).
All dollar amounts referenced, unless otherwise indicated, are expressed in
Canadian dollars.
Forward-Looking Statements
Certain of the statements made and contained in this Management's Discussion and
Analysis (MD&A) is forward-looking information within the meaning of the
Ontario Securities Act or forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 of the United States. Forward
looking statements include estimates and statements that describe the companys
future plans, objectives, goals and expectations, including words to the effect
that the company or management expects a stated condition or result to occur.
Wherever possible, words such as anticipate, may, will, expect,
believe, plan and other similar expressions have been used to identify these
forward-looking statements. These statements reflect managements beliefs and
are based on information currently available to the companys management.
Forward-looking statements involve significant risks, uncertainties and
assumptions. Although the company believes that these statements are based on
reasonable assumptions, a number of factors could cause the actual results,
performance or achievements of the company to be materially different from
future results, performance or achievements expressed or implied by such
forward-looking statements. For a comprehensive review of risk factors, please
refer to the section entitled Risk Factors in both the companys Annual
Information Form and this MD&A, each as filed on SEDAR. The company disclaims
any obligation to update or revise any forward-looking statements to reflect new
events or circumstances. Readers are cautioned not to put undue reliance on
these forward-looking statements.
Cautionary Note to U.S. Investors
All references to mineral reserves and resources contained in this MD&A are
determined in accordance with National Instrument 43-101 (NI 43-101),
Standards of Disclosure for Mineral Projects, an instrument made under Canadian
securities regulations. While the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource are
recognized and required by Canadian regulations, they are not defined or
recognized by the U.S. Securities and Exchange Commission (SEC). As such,
information contained in this MD&A concerning descriptions of mineralization and
resources, as determined in accordance with Canadian standards, may not be
comparable to similar information made public by U.S. companies subject to the
reporting and disclosure requirements of the SEC. Indicated mineral resource
and inferred mineral resource 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 the mineral resources in these
categories will ever be upgraded to a higher category of resource.
Page 1 of 17
Corporate Governance
Management of the company is responsible for the preparation and presentation of
the annual and interim consolidated financial statements and notes thereto and
the accompanying MD&A and other information contained therein. Additionally, it
is managements responsibility to ensure the company complies with the laws and
regulations applicable to its activities.
The companys management is accountable to the Board of Directors (Directors),
each member of which is elected annually by the shareholders of the company. The
Directors are responsible for reviewing and approving the annual and interim
consolidated financial statements and the MD&A.
Responsibility for the review and approval of the companys quarterly unaudited
interim consolidated financial statements and related MD&A is delegated by the
Directors to the Audit Committee, which is comprised of three directors, all of
whom are independent of management.
The auditors are appointed annually by the shareholders to conduct an audit of
the companys annual consolidated financial statements in accordance with
generally accepted auditing standards in Canada. The auditors have complete
access to the Audit Committee to discuss audit, financial reporting and other
related matters resulting from the annual audit as well as to assist the members
of the Audit Committee in discharging their corporate governance
responsibilities. Additionally, the Audit Committee pre-approves all audit and
non-audit services provided by the companys auditors.
Corrientes corporate governance policies are described on the companys website
(www.corriente.com) and in its Management Information Circular prepared
for the May 2007 Annual General Meeting of shareholders, which is available for
review on SEDAR. The disclosure statement included therein was prepared by the
companys Corporate Governance Committee and approved by the Directors.
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining disclosure controls
and procedures and internal control over financial reporting for the company.
Corriente has daily, weekly, monthly and annually-applied procedures that, when
considered in the aggregate and in conjunction with current internal controls,
are considered to be effective disclosure controls. In addition, Corriente has
created a Corporate Disclosure Committee (the CD Committee), comprised of the
Chief Executive Officer, Senior Vice-President and Chief Financial Officer. The
CD Committee supplements these periodic processes.
Disclosure controls and procedures have been developed to ensure that material
information relating to Corriente and its subsidiaries is made known to
management by others within those entities, particularly within a period in
which a disclosure report is being prepared. These involve:
identification of continuous disclosure requirements under securities laws,
rules and policies applicable to Corriente.
identification of the individuals responsible for preparing reportable
information and individuals, whether internal or external, responsible for
reviewing reports or portions of reports to verify disclosure made with respect
to their areas of responsibility or expertise.
establishment of timetables for the preparation and adequate review of
reportable information.
procedures for obtaining "sign-off" on disclosure of reportable information and
receipt of written consents from experts whose reports are included or referred
to in any disclosure.
procedures for the identification and timely reporting to the CD Committee of
information which may constitute material information or which may constitute a
material change to previously disclosed material information, including the
identification of individuals who are likely to learn first about events outside
the control of Corriente that may give rise to material information.
Page 2 of 17
procedures for the identification and reporting to the Audit Committee of any
fraud, whether or not material, that involves management or other employees who
have a significant role in Corrientes internal controls.
ensuring the procedures are followed with respect to the release of each
disclosure made in writing and for the review of any disclosure made orally.
ongoing evaluation of Corriente's disclosure controls and procedures.
Corriente and its subsidiaries are relatively small in size and operate in a
very integrated management environment. That is, senior management is in
constant contact with many of Corrientes staff, suppliers, regulators and the
like on an ongoing and detailed basis. This allows one or more of senior
management to be in a position where they will be aware of material events or
information. While senior management may not be aware of all things at all
times, it believes that the probability of a material event or material
information being missed or not being disclosed on a timely basis is very small.
Based upon its evaluation, management has determined that as at March 31, 2007,
the companys disclosure controls and procedures were effective and provided
reasonable assurance regarding the reliability of financial reporting and the
preparation of its interim filings for external purposes in accordance with
Canadian GAAP.
Internal Controls Over Financial Reporting (ICFR)
Management has designed, established and is maintaining a system of internal
controls over financial reporting to provide reasonable assurance that the
financial information prepared by the company for external purposes is reliable
and has been recorded, processed and reported in an accurate and timely manner
in accordance with Canadian GAAP.
The Chief Executive Officer and the Chief Financial Officer have evaluated
whether there were any changes to the companys ICFR during the three-month
period ended March 31, 2007 that have materially affected, or are reasonably
likely to materially affect the companys ICFR. No such changes were identified
from their evaluation.
General Corporate
Corriente is a Canadian-based junior resource company engaged in the exploration
and development of copper-gold mineral properties located primarily in the Rio
Zamora copper porphyry district (known as the Corriente Copper Belt), in the
Morona-Santiago and Zamora-Chinchipe provinces of Ecuador. Under various
agreements signed with certain subsidiaries of BHP Billiton Plc ("BHP Billiton"),
the company has earned a 100% interest in certain mineral property concessions
in the Corriente Copper Belt, the most advanced of which is the Mirador Project.
This required the issue of shares to BHP Billiton and the expenditure of
exploration funds under the terms of these agreements. Additionally, these
concessions are subject to a 2% Net Smelter Royalty (NSR) payable to BHP
Billiton, although the company has the right to reduce the NSR to 1% for the
Mirador, Panantza and San Carlos mineral properties upon the payment of US$2
million to BHP Billiton for each such property.
Corriente controls a 100% interest in over 60,000 hectares located within the
Corriente Copper Belt (the Belt). The company has identified four copper and
copper-gold porphyry deposits in the Belt: Mirador; Mirador Norte; Panantza; and
San Carlos. Corriente is currently moving towards construction of a starter
project at its Mirador/Mirador Norte copper-gold project (the Mirador
Project). Management believes that the Mirador Project is one of the few new,
sizeable copper projects in the world available for production by 2010.
Exploration activities are planned or ongoing for Panantza and San Carlos and
six additional copper exploration targets that have been identified in the Belt
to date.
The companys executive head office is located in Vancouver, Canada while its
Ecuador operations are run from its Ecuador operations office located in Quito,
Ecuador. The company has camp locations at the companys major projects. With
the exception of short-term operational requirements for its Ecuador operations,
funds have been maintained and controlled in Vancouver, both in Canadian and
U.S. dollars. In addition to its core staff located in Vancouver and Quito, the
company engages consultants as necessary, to provide geological, mine
development and construction consulting, design, engineering and other services.
Overhead costs and efficiencies in Ecuador continue to compare favourably with
other South American exploration areas.
Page 3 of 17
Incentive Stock Option Plan
Under the companys Incentive Stock Option Plan (the Plan), the number of
shares that may be reserved for grant under the Plan is a rolling maximum of 10%
of the number of common shares actually outstanding immediately prior to the
grant of any particular option. Options granted generally have expiry dates five
years from the date of grant and the following vesting provisions:
Options granted to executive officers, directors and other head office personnel
vest on the basis of 1/16th of the total each quarter (from grant date), with
such vesting being accelerated based on a change in control of Corriente and/or
the attainment of clearly identified milestones, as determined by the companys
Directors.
Options granted to Corriente subsidiary personnel vest on a cumulative basis of
50% of the total granted after 12 months from the grant date, 75% of the total
granted after 18 months from the grant date and 100% of the total granted after
24 months from grant date, with such vesting being accelerated based on a change
in control of Corriente, as determined by the companys Directors.
The following summarizes the stock options granted in the first quarter of 2007
(unaudited):
Date of grant
Date of expiry
Exercise Price
Recipients
Granted
January 1, 2007
January 1, 2012
$4.10
Senior management (Canada)
290,000
Total granted in 2007
290,000
The following is a summary of stock option transactions during the first quarter
of 2007 (unaudited):
Number of options
Weighted average exercise price
Balance at December 31, 2006
2,435,000
$4.05
Granted in 2007
290,000
4.10
Terminated in 2007
(175,000)
3.32
Balance at March 31, 2007
2,550,000
$4.10
Of the 290,000 options granted during the first three-month period of 2007, none
had vested as at March 31, 2007. As at March 31, 2007, 1,076,248 of the
companys 2,550,000 outstanding stock options had vested in accordance with the
above-referenced vesting provisions.
Outstanding Share Data
The companys authorized capital consists of 100,000,000 common shares without
par value. As at May 9, 2007, there are 74,752,393 issued and outstanding common
shares, and options to purchase an aggregate of 2,485,000 common shares, of
which 1,119,373 had vested in accordance with the above-referenced vesting
provisions.
Mirador Project
Suspension of Work
In September 2006, Corrientes Directors reviewed the development status of the
Mirador Project and approved managements recommendation of the placement of
orders for long lead-time equipment for the project. This equipment included the
main components of the grinding circuit such as the SAG and ball mills. The
company was working on a timeline that had an estimated completion date of the
Mirador Project and start of production during the fourth quarter of 2008. These
items were on the critical path to meet that deadline.
Page 4 of 17
In November 2006, a series of protests began that were held in the Morona-Santiago
and Zamora-Chinchipe provinces of Ecuador against resource development in
general. After a number of ineffective negotiating sessions were held with the
protesters, the federal government asked the company to temporarily suspend its
Mirador Project activities to aid in the negotiating process. In order to secure
the safety and security of local communities and supporters, Corriente agreed to
temporarily halt its field project work.
On January 25, 2007, the company announced that there would be a delay in the
planned start of production at Mirador from late 2008 to approximately mid-2009.
This delay is largely due to adjustments to long lead-time equipment deliveries
as a result of the decision to move off of the previous accelerated Mirador
Project development plan. This plan was based on having key permits and
government agreements completed by January 2007. Since these permit applications
and agreements are still being processed and the company is restricted from
resuming planned development activities at Mirador, the Directors elected to
minimize the companys Mirador Project obligations.
This decision also resulted in the termination clauses of certain agreements
with suppliers of key long lead-time components to the Mirador project to be
invoked, for which charges for work incurred of $2,951,000 ($US2,532,000) were
accrued at December 31, 2006. The company was able to sell these partially
completed assets to third parties in the first quarter of 2007 for net proceeds
of $2,750,257 ($US2,382,000), which was received on April 13, 2007.
In connection with this timeline extension, on February 23, 2007, the company
implemented a restructuring of its Ecuador operations to reduce the number of
its employees while still maintaining a core group of technical and professional
staff. The company recorded a severance expense of approximately $743,000 ($US
631,000) during the quarter ended March 31, 2007 as a result of this
restructuring.
To May 9, 2007, there has been no change in the suspension of work at the
Mirador Project site (see also Foreign Country and Political Risk).
Despite the suspension of field activities at the Mirador Project site, the
company has continued work on enhancements to various engineering aspects of the
Mirador Project, such as working on a new tailings and waste rock storage
concept, which will have a number of benefits including reducing the
environmental footprint of our mining operations, ensuring a more robust closure
plan and ultimately, be able to achieve significant enhancements to project
value. Engineering, project planning and procurement timelines for the Mirador
Project are also being adjusted, pending resolution of the protests and approval
of development permits and agreements by the Ecuador government.
Additionally, the company has increased its community relations and government
affairs activities at the local, regional and federal levels of government.
As a result of the above, the company incurred deferred development costs for
the Mirador Project of $2,929,525 for the period ended March 31, 2007.
Mirador Project Resources
With the copper mineral resources identified at Mirador Norte and announced in
November 2006, the estimated indicated and inferred resources available for
processing from the planned Mirador Project concentrator increased to
approximately 11 billion pounds of copper.
Mirador Norte is located less than 1,000 metres from the planned Mirador Project
milling facility. Confirmation of resources at Mirador Norte provides additional
options for Mirador development that includes access to higher-grade enriched
material from the shallow parts of Mirador Norte and the flexibility of being
able to shift production from one pit to another.
Page 5 of 17
Going forward, various combined mine planning options are being evaluated to
maximize the economic returns using a common milling facility from resources
that have been identified at Mirador and Mirador Norte.
Environmental sampling and monitoring work at Mirador
The hydrological monitoring program at Mirador commenced in 2004 and currently
includes 28 surface sampling points from the local drainages, 12 subsurface
sampling points and the main discharge river of Tundayme. The Mirador Norte
water sampling program began in 2005 and shares several of the same drainages as
Mirador such as the Quimi and Wawayme River. An expanded surface and subsurface
water monitoring program for Mirador Norte is currently under design.
Power Alternatives
The company is continuing its evaluation of several viable alternatives for the
Mirador Project power supply. The estimated demand for the Mirador Project is 30
MW. The options under consideration include the following:
1.
Connect to an existing hydroelectric plant that is located near the Mirador
Project site. With planned expansions, this hydroelectric plant complex will
have a capacity of 59 MW.
2.
Develop a potential 56 MW (preliminary evaluation) hydroelectric project located
approximately 15 km from the Mirador Project site.
3.
Develop potential 30 MW hydroelectric projects located 70 km from the Mirador
Project site.
4.
Connect directly to the Ecuador electrical grid. The company is considering two
options for the connection.
5.
Install an onsite thermal power generation plant.
The above options are being evaluated for economic feasibility, stability,
reliability, constructability, and maintainability. The company is confident
that it can secure a reliable power supply for the Mirador Projects phase one
needs and also for future expansion with several additional hydroelectric
options near the Mirador site.
Environment Impact Assessment (EIA)
On May 4, 2006, Corriente announced that the Mirador Projects EIA was approved
by the Ministry of Energy and Mining (MEM) of Ecuador.
The EIA covered both the environmental aspects of proposed mining operations in
Mirador and community and social plans associated with the same project. During
the lengthy preparation of the EIA, the company worked closely with the MEM to
ensure that the report met all required government guidelines and regulations.
The Mirador EIA is one of the most comprehensive documents on social and
environmental issues ever submitted to the MEM in Ecuador for a mining project.
The submission of the EIA and subsequent approval followed an extensive
consultation process with local communities carried out in late November and
early December 2005.
As a requirement of the MEMs approval of the EIA, the company was required to
post US $3,019,539 ($3,486,360) in favour of the MEM as a security deposit
against the companys obligations under the EIA. The required security
deposit amount is reviewed on an annual basis by the MEM and subject to
adjustment as the project progresses to completion.
In September 2006, the company filed an amendment to the EIA to allow for mill,
tailings and dump location changes to the original mine plan. Subsequent public
consultations were successful and the company expects to receive approval of the
amended EIA in 2007.
For the company to receive a mine operating permit for the Mirador Project,
approvals for the amended EIA and construction and operating-related permit
applications must be received from the MEM and other Ecuador governmental
authorities during the course of development of the Mirador mine, prior to the
beginning of mine operations.
Page 6 of 17
Community Relations
The company has designed and implemented its community relations (CR) plans
after identifying the local communities most impacted by the companys future
mining activities and their respective needs. The companys CR plans focus on
the critical needs of the local and regional communities and federal government
and are regularly reviewed to ensure appropriateness and effectiveness.
The company continues to be committed to local communities in all aspects of its
mining and economic development activities. Since 2004, the company has actively
initiated and provided financial, equipment and manpower resources in the areas
of education, employment, health, building assistance, environmental
preservation, and cultural and economic development programs.
Personnel
Beginning in the second quarter of 2006, the company began hiring key management
and technical staff for its Ecuador operating group, focused on the development
and operations of the companys Mirador Project, and found that a high level of
experienced technical and management expertise was attracted to the Mirador
Project.
In connection with the Mirador Project timeline extension referenced above, on
February 23, 2007, the company implemented a restructuring of its Ecuador
operations to reduce the number of its employees while still maintaining a core
group of technical and professional staff. The company incurred severance
expenses totalling approximately $743,000 ($US 631,000) during the quarter ended
March 31, 2007 as a result of this restructuring.
Exploration
Panantza-San Carlos
Corriente is currently about halfway through the first phase of 16000 metres of
drilling on the Panantza project. This is the start of a planned two-year
program to complete a feasibility study at Panantza and San Carlos, which is
designed to incorporate the Panantza and San Carlos concessions into a single
large copper development opportunity with aggregate inferred resources of 1.05
billion tonnes at a grade of 0.63% copper. As the two mineralized centres are
only four kilometres apart, the plan will be to provide a single processing
facility for both open pits with concentrator mill throughputs of up to 150,000
tonnes/day.
Existing inferred resources at Panantza, using a 0.4% copper cut-off, total
approximately 395 million tonnes grading 0.67% copper containing 5.8 billion
pounds of copper. Inferred resources at San Carlos total approximately 657
million tonnes grading 0.61% copper and containing 8.8 billion pounds of copper.
The new drilling will attempt to expand the resources and convert inferred
resources to the indicated category.
Before 2006, Panantza, which is located in southeast Ecuador approximately 40 km
north of our Mirador Project, was last drilled in 2001. Results from the
previous drilling at Panantza included holes PA013 with 299 metres of 0.76%
copper, hole PA012 with 269 metres of 0.97% copper, and PA017 with 64 metres of
1.29% secondary copper at the surface followed by 383m of 0.75% copper.
In 2006, an additional 25 holes totalling 8400 metres were completed. Results
include hole PA039 with 17 metres of 1.31% copper in a secondary copper horizon
overlying 399 metres of 0.66% copper, hole PA041 with 443 metres of 0.60%
copper, and hole PA052 with 276 metres of 0.77% copper.
One purpose of this drilling was to define the southern edge of Panantzas
mineralization. However, rather than delineate the edge of the Panantza deposit,
the most recent results indicate the Panantza mineralization extends farther
south than previously recognized. The southernmost holes drilled, PA033 and
PA034, were both terminated in copper mineralization averaging over 0.8% Cu at
the hole bottoms, at approximately 330 metres and 342 metres deep respectively.
The Panantza drill plan has now been expanded to complete additional holes to
follow this mineralization to the south.
Page 7 of 17
In addition, the deepest holes from this round of drilling (such as PA051)
indicate mineralization extends more than 200 metres deeper than previous
drilling in the southwest portion of the deposit and mineralization remains open
for further extension at depth. The deposit is also still open to the south and
west.
San Carlos is a large copper-molybdenum mineralized porphyry system with
dimensions of about 2000 metres x 2500 metres. The mineralization has been
tested with 25 diamond drill holes at variable spacing. The current inferred
resource estimate based on these drill holes is 657 million tonnes at 0.61%
copper, calculated at a 0.4% copper cut-off.
The company feels that the Panantza-San Carlos concessions represent a rare
opportunity to capitalize on six years of community work, project engineering
and management development that has been built around the companys Mirador
Project. This body of knowledge will significantly assist in the project
development process and at the same time allow the company to take economic
advantage of infrastructure that is being put in place for the Mirador mine.
During the three-month period ended March 31, 2007, the company incurred
exploration and development costs of $370,473 for the Panantza-San Carlos
project. Additionally, exploration costs of $291,815 were attributed to the
companys remaining copper exploration targets for the three-month period ended
March 31, 2007. During the first three-month period of 2007, the company focused
its exploration efforts on its community relations programs in the district of
the Panantza and San Carlos projects, reviewed the status of all exploration
based EIAs and associated audits and reviewed a series of project proposals
from third parties.
Tundayme/Piedra Liza Gold Exploration Targets Proposed Spin-off
During the first quarter of 2007, Corriente engaged an independent consultant to
complete a review of its Ecuador gold concession package totalling 6,600
hectares containing encouraging gold targets that are not part of the companys
foreseeable copper development programs within the Corriente Copper Belt.
Following completion of this review, on April 3, 2007, the company announced
that its Directors had approved the spin-off of the companys Caya 36 (Tundayme)
and Piedra Liza gold assets into a new company, by means of a Plan of
Arrangement (the Arrangement).
Under the Arrangement, which is subject to shareholder and regulatory approval,
the companys shareholders will receive shares of a new private company, Q2 Gold
Resources Inc. (Q2 Gold) which will hold the gold assets, on the basis of one
(1) Q2 Gold share for every three (3) common shares of Corriente held by them,
as of the effective date of the transaction (expected to be on or about June 7,
2007). Full details of the proposed transaction are included in the Management
Information Circular sent to shareholders in connection with the companys May
24, 2007 Annual and Special General Meeting of shareholders and which is
available on SEDAR.
The gold assets include the Tundayme (also referred to as Caya 36) prospect,
which is immediately adjacent to Corriente's Mirador Project land holdings and
approximately 15 km from Aurelian Resources Inc.'s newly discovered Fruta del
Norte gold zone. The Tundayme prospect has approximately 8 km of north-south
trending structures that extend along strike to the Mirador project. This 8 km
trend is oriented in the same direction as the Fruta del Norte mineralized trend
and parts have had preliminary prospecting and soil sampling performed by
Corriente.
Further work is required to follow-up anomalous gold soil and rock samples from
that initial work. Also included is a second set of concessions approximately 50
km southwest of Mirador called the Piedra Liza prospect. Within the Piedra Liza
prospect, four clusters of anomalous gold soil samples occur over a six km trend
that is on-strike and north of the Nambija area, which has produced over three
million ounces of gold by local estimates. Follow-up ground work has identified
altered rock samples with maximum gold values at 1 - 4 g/t. The Qualified Person
for this disclosure is John Drobe, P.Geo, Chief Geologist.
An independent valuation was received in the first quarter of 2007 on the Caya
36 and Piedra Liza properties that determined the carrying value of those
mineral properties at December 31, 2006 to be approximately $96,000. Management
has determined that there have not been any material changes during the quarter
regarding these properties and as a result has recorded an impairment of
$178,324 at March 31, 2007.
Page 8 of 17
A planned exploration program on the gold targets, consisting of geological
mapping, rock chip sampling and trenching, is expected for later this year.
During this period, management will be reviewing possible plans to maximize
shareholder value including mergers, joint ventures or an initial public
offering of Q2 Gold shares.
Corriente is a copper development company and remains focused on moving its
Mirador Project into production, along with development of the large Panantza-San
Carlos copper complex in the north of the Corriente Copper Belt.
Following is a summary Table of Resources setting out the companys mineral
property resources for its Mirador/Mirador Norte and Panantza-San Carlos
concession blocks in the Corriente Copper Belt.
Table of Resources
0.4% Copper Cut-off
Mirador Concession Block
Project
Category
Tonnes
Cu%
Cu (lbs)
Au oz
Ag oz
Mirador
Measured
52,610,000
0.65
753,000,000
360,000
2,770,000
Indicated
385,060,000
0.60
5,134,000,000
2,380,000
18,760,000
Sub-total
437,670,000
0.61
5,887,000,000
2,740,000
21,530,000
Inferred
235,400,000
0.52
2,708,000,000
1,250,000
9,900,000
Total
673,070,000
0.58
8,595,000,000
3,990,000
31,430,000
Mirador Norte
Indicated
171,410,000
0.51
1,921,000,000
489,000
-
Inferred
45,820,000
0.51
513,000,000
101,000
-
Total
217,230,000
0.51
2,434,000,000
590,000
-
Combined
890,300,000
0.56
11,029,000,000
4,580,000
Northern Concession Block*
Panantza
Inferred
394,746,000
0.67
5,784,000,000
1,009,000
San Carlos
Inferred
656,788,000
0.61
8,838,000,000
643,000
Total
1,051,534,000
0.63
14,622,000,000
1,652,000
Total For Belt
1,941,834,000
0.60
25,651,000,000
6,232,000
*resources are calculated at 0.4% copper cut-off using data previously released
in June 2001 at a 0.65% copper cut-off. The Qualified Person for this disclosure
is John Drobe, P.Geo, Chief Geologist.
Financial Results of Operations
All of the financial information referenced below is expressed in Canadian
dollars and has been prepared in accordance with Canadian GAAP.
Financial Data for Last Eight Quarters (unaudited)
Three-month period ended
Mar-07
Dec-06
Sep-06
Jun-06
Mar-06
Dec-05
Sep-05
Jun-05
Total revenues (000s)
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0
Loss (earnings) (000s)
$ 1,606
$ (886)
$ (478)
$ (227)
$ 188
$ 3,272
$ 1,404
$ 378
Loss (earnings) per share
$ 0.02
$ (0.01)
$ (0.01)
$ 0.00
$ 0.00
$ 0.07
$ 0.03
$ 0.01
Page 9 of 17
As the company has not had any revenue-producing mineral properties, no mining
revenues have been recorded to date. The significant income generated in the
last seven months of 2006 was the result of higher interest income from
significantly higher cash and cash equivalents balances (due to receipt of funds
pursuant to the companys May 2006 public offering) invested and generally
higher interest rates. In the second quarter of 2006, the company realized a
gain on the receipt and sale of shares received from prior years asset sales.
For 2005, the companys significant loss was mainly due to the write-down of
previously deferred power project costs.
In recent years, the companys losses generally reflected the impact and timing
of the recording of non-cash stock-based compensation expenses attributable to
the Black Scholes Option Pricing Model calculation of the fair value of stock
options vested, offset by interest income earned from cash and cash equivalents
on hand.
The companys operations during the three-month period ended March 31, 2007
produced a loss of $1,606,013 or $0.02 per share compared to a loss of $187,674
or $0.00 per share for the same period in 2006. In periods of loss, basic and
diluted loss per share are the same because the effect of potential issuances of
shares under options and warrants would be anti-dilutive. As the company has not
owned any revenue-producing mineral properties, no mining revenues have been
recorded to date. The loss for the first quarter of 2007 compared to the
comparable period of 2006 was primarily due to a $1,702,610 foreign exchange
loss attributable to a weakening of the US dollar after a significant amount of
the companys funds were converted to that currency early in the period ended
March 31, 2007. See Currency Risk. Also contributing to the increased loss were
severance costs due to a restructuring of our Ecuador operations totalling
approximately $743,000. Offsetting this increased loss was a significant
increase in interest income to $1,704,730 in the first quarter of 2007 from
$267,280 in the same period of 2006, due to the companys much higher cash and
cash equivalents balances.
Deferred mineral property development and exploration costs on the companys
Mirador Project and exploration target projects within the Corriente Copper Belt
totalled $3,645,813 for the first three-month period of 2007 versus $2,860,444
during the first three-month period of 2006, reflecting the companys work in
furthering development of the Mirador starter mine. As in recent years, all
exploration work was contained to the companys Corriente Copper Belt mineral
properties.
Total administration expenses increased for the first quarter of 2007 to
$686,809 from $457,863 in the same period of 2006. The increase in 2007 is
primarily due to an increase in management fees, wages and benefits, which
includes non-cash stock-based compensation expense. Excluding non-cash
stock-based compensation expense, management fees, wages and benefits increased
to $245,185 (Q1 2006 $216,195) primarily due to an increase in senior
management compensation made effective January 1, 2007 as a result of an annual
review performed by the Compensation Committee of the companys Directors,
increased directors fees, and also a higher number of support staff. Corporate
development and shareholder expenses increased to $80,752 in the first quarter
of 2007 (Q1 2006 $46,827) due to increased investor relations costs. Legal and
accounting fees increased to $22,306 in the first quarter of 2007 (Q1 2006
$16,409) mainly due to work related to the companys contemplated spin-off of
its gold assets into a new company. Office and related expenses increased to
$54,586 (Q1 2006 $45,889) mainly due to the outsourcing of information
technology support and higher insurance costs. Other costs increased to $11,987
(Q1 2006 $3,447) due to the engagement of an engineer to provide valuation
services for the gold spin-off. Travel was lower in the first quarter of 2007
compared to 2006 (Q1 2007 $3,546; Q1 2006 $16,849) due to decreased
out-of-town shareholder presentations and corporate development activities.
Included in management fees, wages and benefits was non-cash stock-based
compensation expense of $208,025 for the first quarter of 2007 and $52,582 for
the same period of 2006, for which an equivalent amount was added to
shareholders equity. These amounts reflected the fair value of stock options
expensed as calculated using the Black-Scholes Option Pricing Model.
Page 10 of 17
Subsequent Event
On April 3, 2007, the company announced that its Directors had approved the
spin-off of the companys Caya 36 (Tundayme) and Piedra Liza gold assets into a
new company, by means of a Plan of Arrangement (the Arrangement). Under the
Arrangement, which is subject to shareholder and regulatory approval, the
companys shareholders will receive shares of Q2 Gold Resources Inc., a private
company (Q2 Gold) which holds the gold assets, on the basis of one (1) Q2 Gold
share for every three (3) common shares of Corriente held by them, as of the
effective date of the transaction (which is expected to be on or about June 7,
2007). In connection with the Arrangement and to assist Q2 Gold with its
business objectives, Corriente and Q2 Gold entered into a secured,
interest-bearing convertible loan agreement dated April 23, 2007 pursuant to
which Corriente has agreed to lend Q2 Gold up to $750,000 to be advanced in
instalments (the Loan). One or more of such instalments will be used to repay
approximately $259,000 previously advanced by Corriente to March 31, 2007. The
Loan principal and unpaid interest are due on the earlier of December 31, 2008
and the first date on which Q2 Gold obtains a prospectus filing receipt with
respect to any of its securities in any province of Canada. At any time prior to
maturity, Corriente can require Q2 Gold to convert, in whole or in part, the
principal amount outstanding and accrued interest of the Loan into Q2 Gold
Shares at a conversion price equal to $0.10 per share. Q2 Gold can repay any or
all of the outstanding Loan at any time prior to maturity or conversion.
Full details of the proposed transaction are included in the Management
Information Circular sent to shareholders in connection with the companys May
24, 2007 Annual and Special General Meeting of shareholders.
Change in Accounting Policies
Effective the first quarter commencing January 1, 2007, the company has adopted
the guidelines governed by Sections 1530 and 3855 of the CICA Handbook,
Comprehensive Income and Financial Instruments Recognition and
Measurement.
Comprehensive income (Section 1530) is the change in a companys net assets that
results from transactions, events and circumstances from sources other than the
companys shareholders and includes items that would not normally be included in
net earnings such as unrealized gains or losses on available-for-sale
investments.
Financial Instruments Recognition and Measurement (Section 3855) requires that
all financial assets, except those classified as held to maturity, and
derivative financial instruments, 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 cost. The adoption of Sections 1530 and
3855 in 2007 did not impact the accumulated deficit and losses of the company.
Accounting Estimates, Policies and Standards
As a new Canadian accounting standard is released, the Chief Financial Officer
undertakes a review and evaluation to determine if it is applicable. If there is
any uncertainty in its applicability, Corriente solicits the input of its
professional advisors and Audit Committee. If the new standard is applicable to
Corriente, it is then analyzed and summarized in a manner that effectively
documents and evaluates the impact on Corriente, and to determine the immediate
action, if any, Corriente would need to undertake in order to comply with the
new standard. Quarterly, the documented standards are reviewed, and updated as
required, to ensure that a standard is still applicable, and that Corriente
remains in compliance.
The details of the companys significant accounting policies are presented in
note 2 of the companys audited consolidated financial statements, which can be
found on SEDAR. The following policies are considered by management to be
essential to understanding the processes and reasoning that go into the
preparation of the companys financial statements and the uncertainties that
could have a bearing on its financial results.
Page 11 of 17
Mineral Properties
The company capitalizes all costs related to investments in mineral property
interests on a property-by-property basis. Such costs include mineral property
acquisition costs, exploration and development expenditures. Costs are deferred
until such time as the extent of mineralization has been determined and mineral
property interests are either developed, the property sold, abandoned, the
company's mineral rights allowed to lapse or written down to fair value if the
properties are impaired.
The amounts shown for mineral properties represent costs incurred to date and do
not necessarily reflect present or future values.
These costs are depleted over the useful lives of the properties upon
commencement of commercial production or written down to fair value if the
properties are abandoned, become impaired or the claims allowed to lapse.
Asset impairment
When events or changes in circumstances indicate that the carrying amounts of
the related mineral properties, plant and equipment may not be recoverable,
management of the company reviews and evaluates the carrying value of each
mineral property for impairment. If the total estimated future cash flows on an
undiscounted basis are less than the carrying amount of the asset, an impairment
loss is measured and assets are written down to fair value which is normally the
discounted value of future cash flows. Where estimates of future net cash flows
are not available and where other conditions suggest impairment, management
assesses whether carrying value can be recovered by considering alternative
methods of determining fair value. When it is determined that a mineral property
is impaired, it is written down to its estimated fair value in accordance with
the CICA Handbook Section 3063 Impairment of Long-Lived Assets.
Stock-based Compensation
Management is required to make significant estimates about future volatility and
the period in which stock options will be exercised. The selection of the
estimated volatility figure, and the estimate of the period in which an option
will be exercised can have a significant impact on the costs recognized for
stock based compensation. The estimates concerning volatility are made with
reference to historical volatility, which is not necessarily an accurate
indicator of volatility which will be experienced in the future. Management
assumes that stock options will remain unexercised until near their expiry date
because historical experience supports this assumption. However, the exercise of
options may occur at times different than those estimated, or options may expire
unexercised. For options which vest over future periods, management makes an
estimate of the percentage of options which are expected to be forfeited prior
to vesting based on historical experience, which may not be an accurate
indicator of future results. No adjustment is made for actual experience, except
for options which vest at specific dates over time, where management updates its
estimate of the number of unexercised options which are expected to vest in the
future. Such fair value is estimated using the Black-Scholes Option Pricing
Model, the assumptions of which can be found in note 6 (c) of the companys
consolidated financial statements for the year ended December 31, 2006.
Environmental protection practices
The company is subject to the laws and regulations relating to environmental
matters in all jurisdictions in which it operates, including provisions relating
to property reclamation, discharge of hazardous material and other matters. The
company may also be held liable should environmental problems be discovered that
were caused by former owners and operators of its properties and properties in
which it has previously had an interest.
The company conducts its mineral exploration and development activities in
compliance with applicable environmental protection legislation. The company is
not aware of any existing environmental problems related to any of its current
or former properties that may result in material liability to the company.
Page 12 of 17
Liquidity and Capital Resources
Generally, a non-GAAP financial measure is a numerical measure of a companys
performance, financial position or cash and cash equivalents flows that either
excludes or includes amounts that are not normally excluded or included in the
most directly comparable measure calculated and presented in accordance with
generally accepted accounting principles (GAAP). Working capital calculations
or changes are not measures of financial performance (nor do they have
standardized meanings) under either Canadian GAAP or US GAAP. In evaluating
these measures, readers should consider that the methodology applied in
calculating such measures may differ among companies and analysts.
Working capital (defined as current assets minus current liabilities) as at
March 31, 2007 was $115,786,467, compared to $120,064,518 at December 31, 2006.
The main cash and cash equivalents flows applied to investing activities during
the first quarter of 2007 were for mineral property expenditures mainly
associated with the planned development of the Mirador Project of $7,412,689
(2006 - $2,842,303), and payments to acquire plant and equipment of $975,350
(2006 - $86,894).
As at March 31, 2007, the company had 74,752,393 (fully diluted 77,302,393)
common shares issued. As at December 31, 2006, the company had 74,752,393 (fully
diluted 77,187,393) common shares issued. There were no shares issued during
the first quarter of 2007.
Historically, the companys capital requirements have been met by equity
subscriptions. While the companys current working capital is considered
sufficient to fund the companys administrative overhead for the next several
years, substantial capital is required to complete the companys Mirador Project
and other Corriente Copper Belt resource development. Actual funding
requirements may vary from those planned due to a number of factors, including
the progress of exploration and project development activity and foreign
exchange fluctuations.
Risk Factors
Companies operating in the mining industry face many and varied kinds of risks.
While risk management cannot eliminate the impact of all potential risks, the
company strives to manage such risks to the extent possible and practical.
Following are the risk factors which the companys management believes are most
important in the context of the companys business. It should be noted that this
list is not exhaustive and that other risk factors may apply. An investment in
the company may not be suitable for all investors.
Foreign Country and Political Risk
The mineral properties on which the company is actively pursuing its exploration
and development activities are all located in Ecuador, South America. As a
result, the company is subject to certain risks, including currency fluctuations
and possible political or economic instability in Ecuador, which may result in
the impairment or loss of mineral concessions or other mineral rights. In recent
history, Ecuador has undergone numerous political changes at the presidential
and congressional levels. Also, mineral exploration and mining activities may be
affected in varying degrees by political instability and government regulations
relating to the mining industry. Any changes in regulations or shifts in
political attitudes are beyond the control of the company and may adversely
affect its business. Exploration may be affected in varying degrees by
government regulations with respect to restrictions on future exploitation and
production, price controls, export controls, foreign exchange controls, income
taxes, expropriation of property, environmental legislation and mine and/or site
safety.
In November 2006, Rafael Correa won the Ecuador Presidential run-off election
over Alvara Noboa but did not officially take office until January 15, 2007.
During this transition period, the administration of President Alfredo Palacio
experienced a number of indigenous protests in southeast Ecuador which
eventually resulted in the suspension of the companys exploration and
development activities (see Mirador Project Suspension of Work) and a delay in
the Mirador Projects development timeline.
Since President Correas January 15, 2007 inauguration, his administration has
focused primarily on exacting electoral and governmental reforms, which would
result in the creation of a Constitutional Assembly and eventual re-writing of
the Ecuador Constitution. These reforms are being met with substantial
opposition from Congress.
Page 13 of 17
While management believes that the current political climate in Ecuador will
stabilize, there can be no certainty that this will be the case in the near
future. Presently, management believes that the companys Ecuador operations
will not be affected in the long-term and that any disruption to its Mirador
Project will be resolved.
To mitigate such risk, the company funds its Ecuador operations on an as-needed
basis and works closely with federal and territorial governments and community
groups. The company does not presently maintain political risk insurance for its
foreign exploration and development projects.
Exploration and Mining Risks
The business of exploring for minerals and mining involves a high degree of
risk. Due in some cases to factors that cannot be foreseen, only a small
proportion of the properties that are explored are ultimately developed into
producing mines. There is no assurance that the companys mineral exploration
activities will result in any discoveries of new bodies of commercial ore. At
present, only the companys Mirador Project property has proven or probable
reserves while any planned exploration programs for the companys other
properties are exploratory searches for proven or probable reserves. The mining
areas presently being assessed by the company may not contain economically
recoverable volumes of minerals or metals.
The operations of the company may be disrupted by a variety of risks and hazards
which are beyond the control of the company, including labour disruptions, the
inability to obtain suitable or adequate machinery, equipment or labour and
other risks involved in the conduct of exploration programs. Once economically
recoverable volumes of minerals are found, substantial expenditures are required
to establish reserves through drilling, to develop metallurgical processes, to
develop the mining and processing facilities and infrastructure at any site
chosen for mining. Although substantial benefits may be derived from the
discovery of a major mineralized deposit, no assurance can be given that
minerals will be discovered in sufficient quantities or have sufficient grade to
justify commercial operations or that funds required for development can be
obtained on a timely basis. The economics of developing copper, gold and other
mineral properties is affected by many factors including the cost of operations,
variations of the grade of ore mined, fluctuations in the price of minerals
produced, costs of processing equipment and such other factors as government
regulations, including regulations relating to environmental protection. In
addition, the grade of mineralization ultimately mined may differ from that
indicated by drilling results and such differences could be material. Depending
on the price of copper or other minerals produced, which have fluctuated widely
in the past, the company may determine that it is impractical to commence or
continue commercial production.
An additional project risk includes the current high demand for major components
and resources utilized in a mines construction and operation, including
equipment, parts and qualified employees. These same conditions may also
adversely impact the mines construction schedule if an inordinate demand on
metals causes shortages or cost increases.
Surface Rights and Access
Although the company acquires the rights to some or all of the minerals in the
ground subject to the tenures that it acquires, or has a right to acquire, in
most cases it does not thereby acquire any rights to, or ownership of, the
surface to the areas covered by its mineral tenures. In such cases, applicable
mining laws usually provide for rights of access to the surface for the purpose
of carrying on mining activities, however, the enforcement of such rights can be
costly and time consuming. In areas where there are no existing surface rights
holders, this does not usually cause a problem, as there are no impediments to
surface access. However, in areas where there are local populations or land
owners, it is necessary, as a practical matter, to negotiate surface access.
There can be no guarantee that, despite having the legal right to access the
surface and carry on mining activities, the company will be able to negotiate a
satisfactory agreement with any such existing landowners/occupiers for such
access, and therefore it may be unable to carry out mining activities. In
addition, in circumstances where such access is denied, or no agreement can be
reached, the company may need to rely on the assistance of local officials or
the courts in such jurisdiction.
Page 14 of 17
Estimates of Mineral Resources and Production Risks
The Mineral Resource estimates disclosed by the company are estimates only, and
no assurance can be given that any proven or probable reserves will be
discovered or that any particular level of recovery of minerals will in fact be
realized or that an identified reserve or resource will ever qualify as a
commercially mineable (or viable) deposit which can be legally and economically
exploited. In addition, the grade of mineralization which may ultimately be
mined may differ from that indicated by drilling results and such differences
could be material. Production can be affected by such factors as permitting
regulations and requirements, weather, earthquakes, fire, environmental factors,
unforeseen technical difficulties, unusual or unexpected geological formations
and work interruptions. Consequently, the companys estimated Mineral Resources
should not be interpreted as assurances or evidence of commercial viability or
potential or of the profitability of any future operations.
Financing Risks
The company has limited financial resources, has no source of operating cash and
cash equivalents flow and has no assurance that additional funding will be
available to it for further exploration and development of its projects. Further
exploration and development of one or more of the companys properties will be
dependent upon the companys ability to obtain financing through joint
venturing, equity or debt financing or other means, and although the company has
been successful in the past in obtaining financing through the sale of equity
securities, there can be no assurance that the company will be able to obtain
adequate financing in the future or that the terms of such financing will be
favourable. Failure to obtain such additional financing could result in delay or
indefinite postponement of further exploration and development of its projects.
Additional funds raised by the company through the issuance of equity or
convertible debt securities will cause the companys current stockholders to
experience dilution. Such securities may grant rights, preferences or privileges
senior to those of the companys common stockholders.
The company does not have any contractual restrictions on its ability to incur
debt and expects to incur significant amounts of indebtedness to finance
development of its Mirador Project. Any such indebtedness could contain
covenants which would restrict the companys operations.
Limited Experience with Development-Stage Mining Operations
The company has no previous experience in placing mineral properties into
production and its ability to do so will be dependent upon using the services of
appropriately experienced personnel or entering into agreements with other major
resource companies or contractors that can provide such expertise. There can be
no assurance that the company will have available to it the necessary expertise
when and if it places its mineral properties into production.
Base Metals Prices
The principal activity of the company is the exploration and development of
copper-gold mineral properties. The mineral exploration and development industry
in general is intensely competitive and there is no assurance that, even if
commercial quantities of proven and probable reserves are discovered, a
profitable market may exist for the sale of the same. Factors beyond the control
of the company may affect the marketability of any substances discovered. Base
metals prices have fluctuated widely, particularly in recent years. The feasible
development of such properties is highly dependent upon the price of copper and,
to a lesser extent, gold. A sustained and substantial decline in commodity
copper prices could result in the write-down, termination of exploration and
development work or loss of its interests in identified mineral properties.
Competition
The company competes with many companies that have substantially greater
financial and technical resources for the acquisition of mineral properties and
mining and processing equipment, the securing of engineering services and the
recruitment and retention of qualified employees and consultants.
Environmental and other Regulatory Requirements
The activities of the company are subject to environmental regulations
promulgated by government agencies from time to time. Environmental legislation
generally provides for restrictions and prohibitions on spills, releases or
emissions of various substances produced in association with certain mining
industry operations, such as seepage from tailings disposal areas, which would
result in environmental pollution. A breach of such legislation may result in
imposition of fines and penalties. In addition, certain types of operations
require the submission and approval of environmental impact assessments.
Environmental legislation is evolving in a manner which means stricter
standards, and enforcement, fines and penalties for non-compliance are more
stringent. Environmental assessments of proposed projects carry a heightened
degree of responsibility for companies and directors, officers and employees.
The cost of compliance with changes in governmental regulations has a potential
to reduce the profitability of operations.
Companies engaged in exploration and development activities generally experience
increased costs and delays as a result of the need to comply with applicable
laws, regulations and permits. There can be no assurance that all permits which
the company may require for exploration and development of its properties will
be obtainable on reasonable terms or on a timely basis, or that such laws and
regulations would not have an adverse effect on any project that the company may
undertake.
The company believes it is in substantial compliance with all material laws and
regulations which currently apply to its activities. However, there may be
unforeseen environmental liabilities resulting from exploration and/or mining
activities and these may be costly to remedy. Failure to comply with applicable
laws, regulations, and permitting requirements may result in enforcement actions
thereunder, including orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed, and may include corrective measures
requiring capital expenditures, installation of additional equipment, or
remedial actions. Parties engaged in exploration operations may be required to
compensate those suffering loss or damage by reason of the exploration
activities and may have civil or criminal fines or penalties imposed for
violations of applicable laws or regulations and, in particular, environmental
laws.
Amendments to current laws, regulations and permits governing operations and
activities of exploration companies, or more stringent implementation thereof,
could have a material adverse impact on the company and cause increases in
expenditures and costs or require abandonment or delays in developing new mining
properties.
Corrientes policy is to abide by the regulations and requirements of Ecuador
and the companys EIA.
Uninsured or Uninsurable Risks
The company may become subject to liability for pollution or hazards against
which it cannot insure against or which it may elect not to insure where premium
costs are disproportionate to the companys perception of the relevant risks.
The payment of such insurance premiums and of such liabilities would reduce the
funds available for exploration, development and production activities.
Title Matters
Title to and the area of mining concessions may be disputed. Although the
company has taken steps to verify the title to mineral properties in which it
has an interest in accordance with industry standards for the current stage of
exploration of such properties, these procedures do not guarantee the companys
title. Property title may be subject to unregistered prior agreements or
transfers and title may be affected by undetected defects or the rights of
indigenous peoples.
Repatriation of Earnings
Currently there are no restrictions on the repatriation from Ecuador of earnings
to foreign entities. However, there can be no assurance that restrictions on
repatriation of earnings from Ecuador will not be imposed in the future.
Page 16 of 17
In recent years, the securities markets have experienced a high level of price
and volume volatility, and the market price of securities of many companies,
particularly those considered development-stage companies such as the company,
have experienced wide fluctuations in price which have not necessarily been
related to the underlying asset values or prospects of such companies. Price
fluctuations will continue to occur in the future.
No Dividends
The company has no history of earnings from operations and, due to the nature of
its business, there can be no assurance that the company will ever be
profitable. Investors cannot expect to receive a dividend on their investment in
the company in the foreseeable future, if ever. Investors should not expect to
receive any return on their investment in the companys securities other than
possible capital gains.
Currency Risk
The companys expenditures are predominantly in U.S. dollars and any future
equity raised is expected to be predominantly in Canadian dollars. The company
conducts the majority of its business in Ecuador, which uses the U.S. dollar as
its primary economic currency. As such, the company is subject to risk due to
fluctuations in the exchange rates for the U.S. and Canadian dollar. The company
does not enter into derivative financial instruments to mitigate its exposure to
foreign currency risk. A breakdown by currency of the companys cash and cash
equivalents at year-end was as follows:
March 31, 2007
December 31, 2006
Canadian dollar
$
16,591,900
$
125,063,312
U.S. dollar
US$
84,926,172
US$
1,756,794
Closing exchange rate (Cdn$ to US$)
1.1546
1.1654
Outlook
The company is focused on significantly expanding its Community and Government
Affairs efforts from the supportive communities local to Mirador and Panantza-San
Carlos, to both federal and regional bodies in Ecuador, in order to not only
have the Mirador Projects fieldwork suspension order lifted but to enable the
company to re-engage an accelerated development timeline at Mirador.
Meanwhile, engineering trade-off studies are being performed for the Mirador
Project and pre-feasibility work is being performed on the companys Panantza-San
Carlos concession blocks.
Finally, with the approval of regulatory authorities and the companys
shareholders, the spin-off of the Tundayme (Caya 36) and Piedra Liza gold
concessions pursuant to the Plan of Arrangement should be completed by the end
of the second quarter of this year.
Corriente Resources Inc.
Washington, D.C. 20549
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
CORRIENTE RESOURCES INC.
(Translation of registrant's name
into English)
520 - 800 West Pender Street,
Vancouver, British Columbia, CANADA V6C 2V6
(Address of principal executive
offices)
MANAGEMENTS DISCUSSION & ANALYSIS
Page 15 of 17
Dependence on Key Personnel
The companys development to date has largely depended on, and in the future
will continue to depend on, the efforts of key management, project management
and operations personnel. Loss of any of these people could have a material
adverse effect on the company and its business. The company has not obtained and
does not intend to obtain key-person insurance in respect of any directors or
other of its employees.
Share Price Fluctuations
Page 17 of 17
(A Development Stage Enterprise)
Interim Consolidated Financial Statements
March 31, 2007
(Unaudited)
May 9, 2007 Message to Shareholders The first quarter of 2007 has been focused on significantly
expanding our Community and Government Affairs efforts from beyond our
supportive local communities to include both provincial and federal stakeholders
within Ecuador. These efforts included participating with the Quito Chamber of
Mines in an intensive country-wide campaign to broadcast the message of the
benefits of modern responsible mining. The current national government in
Ecuador is advancing an agenda, which includes goals such as improvements in the
educational and health resources available to the people, as well as reducing
the extent of massive rural poverty. The benefits of the Mirador copper-gold
project fit well with this agenda and we are working to communicate this
important message to various government departments. To ensure the voices of the local communities and indigenous
people are heard by the government, we have been supporting their attempts to
organize and present their position to authorities. This activity is important
to advancing the Mirador project, as the approval of local communities has
become a cornerstone of the project approval process in Ecuador and therefore
should be as effective as possible to ensure fairness to all parties. Our
strategy is to provide administrative and financial support to the stakeholders
so that their opinions and comments are factored into the decision making
process. Shortly after the end of the first quarter, we announced in a press
release an update regarding the efforts which summarized a number of
proclamations and declarations from local communities and indigenous groups
directed to the government. These proclamations unanimously called for a
resumption of activities at the Mirador project site so that the community
programs and jobs related to the project could resume. As field activities at the Mirador project site are still
under suspension, we have taken the opportunity to work on enhancements to
engineering aspects of the project. One example we are working on is a new
tailings and waste rock storage concept, which will have a number of benefits
including reducing the environmental footprint of our mining operations and
ensuring a more robust closure plan. We expect to be able to achieve significant
enhancements to project value when these engineering trade-off studies are
completed later this year. We have also significantly expanded discussions with
a large international conservation group, which is working jointly with
Corriente, to create several projects in the Mirador area that will be funded
through the revenue created by mining. Corriente will place an arrangement transaction before its
shareholders for approval, in which Corriente will transfer its Caya 36 and
Piedra Liza gold concessions to a new company, Q2 Gold Resources Inc. in
exchange for shares of that company, and then distribute those shares to
Corrientes shareholders. The arrangement transaction will be voted on by
shareholders at Corrientes annual and special general meeting on May 24, 2007.
The information circular for that meeting has been mailed to shareholders and
filed under the companys name on SEDAR and EDGAR. On behalf of the Board, "Kenneth Shannon"
Kenneth R. Shannon
Chief Executive Officer
Corriente Resources Inc.
(a development stage enterprise)
Consolidated Balance Sheets
As at March 31, 2007 (Unaudited)
(expressed in Canadian dollars)
March 31, | December 31, | |||
2007 | 2006 | |||
Assets | ||||
Current assets | ||||
Cash and cash equivalents | $ | 114,647,659 | $ | 127,110,679 |
Amounts receivable and prepayments (note 3) | 2,894,939 | 213,856 | ||
117,542,598 | 127,324,535 | |||
Mineral properties( note 3) | 64,716,549 | 61,249,060 | ||
Plant and equipment( note 4) | 2,641,422 | 2,490,457 | ||
Other assets( note 5) | 4,572,384 | 4,933,384 | ||
TOTAL ASSETS | $ | 189,472,953 | $ | 195,997,436 |
Liabilities | ||||
Current liabilities | ||||
Accounts payable relating to mineral properties | $ | 1,620,149 | $ | 6,448,508 |
Accounts payable relating to plant and equipment | 83,909 | 547,638 | ||
Accounts payable and accrued liabilities | 52,073 | 263,871 | ||
1,756,131 | 7,260,017 | |||
Shareholders Equity | ||||
Share capital( note 6 (b)) | 233,552,783 | 233,552,783 | ||
Options (note 6 (c)) | 2,892,946 | 2,584,710 | ||
Contributed surplus | 1,270,877 | 993,697 | ||
Deficit | (49,999,784) | (48,393,771) | ||
187,716,822 | 188,737,419 | |||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY | $ | 189,472,953 | $ | 195,997,436 |
Commitments note 3
Subsequent events notes 3 and 10
Approved by the Board of Directors
_____________________ Director | _____________________ Director |
The accompanying notes are an integral part of these consolidated financial statements.
Corriente Resources Inc.
(a development stage enterprise)
Consolidated Statements of Changes in Shareholders Equity
For the three months ended March 31, 2007 (Unaudited)
(expressed in Canadian dollars)
Common Shares |
Estimated Fair Value |
||||||||||||
Number | Share Capital | Options | Share Purchase Warrents | Contributed Surplus | Deficit | Total Shareholders' Equity |
|||||||
Since inception: | |||||||||||||
Common shares issued for cash, net of issue | 31,919,872 | 68,953,436 | $ | | $ | | $ | | $ | | $ | 68,953,436 | |
costs | |||||||||||||
Common shares issued for cash pursuant to | |||||||||||||
exercise of warrants | 5,740,044 | 6,309,025 | | | | | 6,309,025 | ||||||
Common shares issued for cash pursuant to | |||||||||||||
exercise of options | 890,000 | 767,600 | | | | | 767,600 | ||||||
Common shares issued for mineral property | |||||||||||||
interests | 6,871,477 | 6,787,054 | | | | | 6,787,054 | ||||||
Fair value of warrants issued | | | | 597,506 | 676,407 | | 1,273,913 | ||||||
Fair value of options exercised | | 461,484 | (461,484) | | | | | ||||||
Fair value of warrants exercised | | 246,798 | | (246,798) | | | | ||||||
Fair value of warrants expired | | | | (254,253) | 254,253 | | | ||||||
Stock based compensation expense on | |||||||||||||
unexercised vested options | | | 2,116,646 | | | | 2,116,646 | ||||||
Losses, inception to December 31, 2004 | | | | | | (46,452,660) | (46,452,660) | ||||||
Balance at December 31, 2004 | 45,421,393 | 83,525,397 | 1,655,163 | 96,455 | 930,660 | (46,452,660) | 39,755,015 | ||||||
Common shares issued for cash pursuant to | |||||||||||||
private placements, net of issue costs | 7,605,000 | 27,853,364 | | | | | 27,853,364 | ||||||
Common shares issued for cash pursuant to | |||||||||||||
exercise of options | 475,000 | 435,250 | | | | | 435,250 | ||||||
Common shares issued for cash pursuant to | |||||||||||||
exercise of warrants | 250,000 | 200,000 | | | | | 200,000 | ||||||
Fair value of options exercised | | 257,189 | (257,189) | | | | | ||||||
Fair value of warrants exercised | | 96,455 | | (96,455) | | | | ||||||
Stock based compensation expense on | |||||||||||||
unexercised vested options | | | 1,224,274 | | | | 1,224,274 | ||||||
Loss for the year ended December 31, 2005 | | | | | | (3,344,139) | (3,344,139) | ||||||
Balance at December 31, 2005 | 53,751,393 | 112,367,655 | 2,622,248 | | 930,660 | (49,796,799) | 66,123,764 | ||||||
Common shares issued for cash pursuant to | |||||||||||||
private placements, net of issue costs | 19,231,000 | 117,662,735 | | | | | 117,662,735 | ||||||
Common shares issued for cash pursuant to | |||||||||||||
exercise of options | 1,770,000 | 2,354,950 | | | | | 2,354,950 | ||||||
Fair value of options exercised (note 6 (c)) | | 1,167,443 | (1,167,443) | | | | | ||||||
Fair value of options terminated (note 6 (c)) | | | (63,037) | | 63,037 | | | ||||||
Stock based compensation on unexercised | |||||||||||||
vested options (note 6 (c)) | | | 1,192,942 | | | | 1,192,942 | ||||||
Income for the year ended December 31, | |||||||||||||
2006 | | | | | | 1,403,028 | 1,403,028 | ||||||
Balance at December 31, 2006 | 74,752,393 | 233,552,783 | 2,584,710 | | 993,697 | (48,393,771) | 188,737,419 | ||||||
Stock based compensation on unexercised | |||||||||||||
vested options (note 6 (c)) | | | 585,416 | | | | 585,416 | ||||||
Fair value of options terminated (note 6 (c)) | | | (277,180) | | 277,180 | | | ||||||
Loss for the period ended March 31, 2007 | | | | | | (1,606,013) | (1,606,013) | ||||||
Balance at March 31, 2007 (unaudited) | 74,752,393 | 233,552,783 | 2,892,946 | $ | | $ | 1,270,877 | $ | (49,999,784) | $ | 187,716,822 |
The accompanying notes are an integral part of these consolidated financial statements.
Corriente Resources Inc.
(a development stage enterprise)
Consolidated Statements of Loss, Comprehensive Loss and Deficit
For the three months ended March 31, 2007 (Unaudited)
(expressed in Canadian dollars)
March 31, | March 31, | |||
2007 | 2006 | |||
Administration | ||||
Management fees, wages, benefits & stock-based | ||||
compensation | $ | 453,210 | $ | 268,777 |
Corporate development and shareholder expenses | 80,752 | 46,827 | ||
Regulatory fees | 60,422 | 59,665 | ||
Office and related | 54,586 | 45,889 | ||
Legal and accounting | 22,306 | 16,409 | ||
Other | 11,987 | 3,447 | ||
Travel | 3,546 | 16,849 | ||
686,809 | 457,863 | |||
Other expenses (income) | ||||
Interest income | (1,704,730) | (267,280) | ||
Foreign exchange loss (gain) | 1,702,610 | (22,131) | ||
Severance costs | 743,000 | | ||
Impairment of mineral properties (note 3) | 178,324 | | ||
General exploration | | 19,222 | ||
919,204 | (270,189) | |||
Loss and comprehensive loss for the period | 1,606,013 | 187,674 | ||
Deficit beginning of period | 48,393,771 | 49,796,799 | ||
Deficit end of period | $ | 49,999,784 | $ | 49,984,473 |
Loss per share | ||||
Basic and diluted | $ | 0.02 | $ | 0.00 |
Weighted average number of shares outstanding | ||||
Basic | 74,752,393 | 53,923,337 |
The accompanying notes are an integral part of these consolidated financial statements.
Corriente Resources Inc.
(a development stage enterprise)
Consolidated Statements of Cash Flows
For the three months ended March 31, 2007 (Unaudited)
(expressed in Canadian dollars)
March 31, | March 31, | |||
2007 | 2006 | |||
Cash flows from (applied to) operating activities | ||||
Loss for the period | $ | (1,606,013) | $ | (187,674) |
Items not affecting cash | ||||
Stock-based compensation | 208,025 | 52,582 | ||
Impairment of mineral properties | 178,324 | | ||
Depreciation | 4,953 | 3,447 | ||
Changes in non-cash working capital | ||||
Amounts receivable and prepayments | (2,681,083) | (35,910) | ||
Accounts payable and accrued liabilities | (211,798) | (289,951) | ||
(4,107,592) | (457,506) | |||
Cash flows from (applied to) investing activities | ||||
Mineral property costs, net of accounts payable | (7,412,689) | (2,842,303) | ||
Payments to acquire plant and equipment, net of accounts | ||||
payable | (975,350) | (86,894) | ||
Other assets | 32,611 | | ||
(8,355,428) | (2,929,197) | |||
Cash flows from financing activities | ||||
Proceeds from issuance of share capital, net of issue costs | | 789,000 | ||
| 789,000 | |||
Decrease in cash and cash equivalents | (12,463,020) | (2,597,703) | ||
Cash and cash equivalents beginning of period | 127,110,679 | 32,440,690 | ||
Cash and cash equivalents end of period | $ | 114,647,659 | $ | 29,842,987 |
Supplemental cash flow information (note 8) |
The accompanying notes are an integral part of these consolidated financial statements.
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
1 Nature of operations
Corriente Resources Inc. and its subsidiaries (collectively, "Corriente" or "the company") are engaged in the exploration and development of mineral properties in Ecuador, South America. The company considers itself to be a development stage enterprise.
The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration and development programs will result in profitable mining operations. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable reserves, receipt of necessary permits and regulatory approvals, the ability of the company to obtain financing to complete their development and future profitable operations or sale of the properties. The investment in and expenditures on mineral properties comprise a significant portion of the companys assets.
2
Significant accounting policiesBasis of presentation
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada. They do not include all of the information and disclosures required by Canadian GAAP for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements. The interim consolidated financial statements should be read in conjunction with the companys audited consolidated financial statements including the notes thereto for the year ended December 31, 2006.
The accounting policies followed by the company are set out in note 2 to the audited consolidated financial statements for the year ended December 31, 2006 and have been consistently followed in the preparation of these consolidated financial statements except that the company has adopted the following CICA guidelines effective for the companys first quarter commencing January 1, 2007:
a) Section 3855 Financial Instruments - Recognition and Measurement. Section 3855 requires that all financial assets, except those classified as held to maturity, and derivative financial instruments, 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 cost. Investments classified as available-for-sale are reported at fair market value (or marked to market) based on quoted market prices with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Investments subject to significant influence are not adjusted to fair market value.
b) Section 1530 Comprehensive Income. Comprehensive income is the change in the companys net assets that results from transactions, events and circumstances from sources other than the companys shareholders and includes items that would not normally be included in net earnings such as unrealized gains or losses on available-for-sale investments.
c) Transition adjustment to opening balances: The adoption of Sections 1530 and 3855 does not impact, either on a gross or net-of-tax basis, the opening consolidated balance sheet of the company.
1
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
Basis of consolidation
The consolidated financial statements include the accounts of the company, its subsidiaries, all of which are wholly-owned and any variable interest entities ("VIEs") where the company is the primary beneficiary. The company has determined that it does not have any VIEs as at March 31, 2007 and December 31, 2006. All significant inter-company balances have been eliminated.
3
Mineral propertiesCorriente Copper Belt, Ecuador
Under various agreements signed and completed with certain Ecuadorian subsidiaries of BHP Billiton Plc ("BHP Billiton"), the company has earned a 100% interest in BHP Billitons mineral properties located in the Rio Zamora copper porphyry district (Corriente Copper Belt) in Ecuador. This required the issue of shares to BHP Billiton and the expenditure of exploration funds under the terms of these agreements. Additionally, these mineral properties are subject to a 2% Net Smelter Royalty ("NSR") payable to BHP Billiton, though the company has options to reduce the NSR to 1% for the Mirador/Mirador Norte, Panantza and San Carlos mineral properties upon the payment of US$2 million to BHP Billiton for each such option exercised.
Following is a summary of the companys deferred mineral property expenditures.
Corriente Copper Belt | Mirador / | Panantza | Caya | Other (2) | Total |
Mirador | / San | 36/ | |||
Norte | Carlos | Piedra | |||
Liza (1) | |||||
Balance December 31, 2006 | 51,415,646 | 6,242,751 | 220,325 | 3,370,33 | 61,249,060 |
Deferred exploration and | 2,929,526 | 370,473 | 53,999 | 291,81 | 3,645,813 |
development costs - net | |||||
Impairment in carrying value | | | (178,324 | (178,324) | |
Balance March 31, 2007 | 54,345,172 | 6,613,224 | 96,000 | 3,662,15 | 64,716,549 |
(1) see note 10
(2) comprised of the La Florida, San Luis, San Marcos, San Miguel, Sutzu and Dolorosa copper exploration targets in the Corriente Copper Belt.
On January 25, 2007, the company announced that it was extending the Mirador/Mirador Norte project development timeline as key permits and government agreements had not been received consistent with the accelerated project plan. This decision also resulted in the termination clauses of certain agreements with suppliers of key long lead-time components to the Mirador project to be invoked, for which charges for work incurred of $2,951,000 ($US2,532,000) were accrued at December 31, 2006. The company was able to sell the related partially completed assets to third parties in the first quarter of 2007 for net proceeds of $2,750,257 ($US2,382,000), which was received on April 13, 2007.
2
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
Mineral property titles
Although the company has taken steps to verify the title to mineral properties it has acquired, these procedures do not guarantee that the titles are without defects. Property title may be subject to unregistered prior agreements, transfers or claims of ownership by third parties.
Impairment in carrying value
During the first quarter of 2007, an independent valuation on the Caya 36 and Piedra Liza properties was received that determined the carrying value of those mineral properties at December 31, 2006 to be approximately $96,000. Management has determined that there have not been any material changes during the quarter regarding these properties and as a result has recorded an impairment in carrying value of $178,324 at March 31, 2007. See note 10.
4 Plant and equipment
March 31, 2007 |
December 31, 2006 |
|||||||||||
Accumulated | Accumulated | |||||||||||
Description | Cost | Depreciation | Net | Cost | Depreciation | Net | ||||||
Construction barge | $ | 1,401,776 | $ | 18,097 | $ | 1,383,679 | $ | 1,401,529 | $ | | $ | 1,401,529 |
Computer equipment | 855,817 | 268,475 | 587,342 | 792,580 | 262,782 | 529,798 | ||||||
Communications | ||||||||||||
equipment | 238,872 | 19,055 | 219,817 | 117,471 | 18,853 | 98,618 | ||||||
Office furniture and | ||||||||||||
equipment | 275,093 | 73,968 | 201,125 | 253,473 | 74,519 | 178,954 | ||||||
Vehicles | 290,950 | 92,950 | 198,000 | 290,950 | 69,634 | 221,316 | ||||||
Field equipment | 87,794 | 36,335 | 51,459 | 88,041 | 27,799 | 60,242 | ||||||
$ | 3,150,302 | $ | 508,880 | $ | 2,641,422 | $ | 2,944,044 | $ | 453,587 | $ | 2,490,457 |
5 Other assets
The following table summarizes information about other assets as at March 31, 2007:
March 31, | December 31, | |||
EIA security deposit | $ | 3,486,360 | $ | 3,518,971 |
Advances on mineral property expenditures | 780,663 | 1,414,413 | ||
Advances on plant and equipment | 305,361 | | ||
$ | 4,572,384 | $ | 4,933,384 |
As a requirement of the Ministry of Energy and Mining ("MEM") of Ecuador to approve the Mirador projects Environmental Impact Assessment ("EIA"), the company was required to post US$3,019,539 ($3,486,360) in favour of the MEM as a security deposit against the companys obligations under the EIA.
Advances on mineral property expenditures and advances on plant and equipment include payments to contractors and suppliers made pursuant to supply agreements prior to the contracted goods and services to be provided.
3
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
6
Share capitala) Authorized
100,000,000 common shares without par value
b) Issued
See Consolidated Statements of Changes in Shareholders Equity. No shares were issued during the first quarter of 2007.
c) Stock options
As at March 31, 2007, options to purchase a total of 2,550,000 shares were outstanding, 1,076,248 of which were vested.
For the three-month period ended March 31, 2007, the estimated fair value of the granted options to be expensed or capitalized during the three-month period totalled $585,416 (2006 - $52,582), of which $208,025 (2006 $52,582) is included in management fees, wages, benefits & stock-based compensation and $377,391 (2006 $Nil) is included in mineral properties.
Non-cash stock-based compensation expense for options is determined based on estimated fair values of the options at the time of grant, the cost of which is recognized on a straight-line basis over the vesting period of the respective options and grants. The fair value of the stock options granted is estimated using the Black-Scholes Option Pricing Model with the following assumptions:
|
For the three | For the three | |
|
month period | month period | |
|
ended March 31, | ended March 31, | |
|
2007 | 2006 | |
|
Risk-free interest rate | 3.95% | 3.874.04% |
|
Expected dividend yield | | |
|
Expected stock price volatility | 62% | 6667% |
|
Expected option life in years | 3 | 3 |
Option pricing models require the input of highly subjective assumptions including expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the companys stock options.
The estimated fair value assigned to the stock options exercised during the three-month period ended March 31, 2006 was credited to share capital and the estimated fair value assigned to the stock options that were terminated during the three-month period ended March 31, 2007 was credited to contributed surplus.
4
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
The following table summarizes information about options granted during the three months ended March 31, 2007:
|
Number of | Exercise Price | ||
|
Expiry dates | Optionees | options | $ |
|
January 1, 2012 | Senior management | 290,000 1 | 4.10 |
|
Total granted | 290,000 |
1
These options vest on the basis of 1/16th of the total each quarter (from grant date), with such vesting being accelerated based on a change in control of the company and/or the attainment of milestones, as determined by the companys Board of Directors.A summary of changes to stock options outstanding and exercisable is as follows:
|
For the three month | ||||
|
period ended March 31, | For the year ended | |||
|
2007 | December 31, 2006 | |||
|
Weighted | Weighted | |||
|
average | Number of | average | ||
|
Number of | exercise | shares | exercise | |
|
Shares | price | price | ||
|
Options outstanding beginning of period | 2,435,000 | $ 4.05 | 2,855,000 | $ 1.89 |
|
Granted | 290,000 | 4.10 | 1,375,000 | 5.05 |
|
Exercised | | | (1,770,000) | 1.33 |
|
Expired or terminated | (175,000) | 3.32 | (25,000) | 5.35 |
|
Options outstanding end of period | 2,550,000 | $ 4.10 | 2,435,000 | $ 4.05 |
|
|||||
|
Options outstanding and vested end of period | 1,076,248 | $ 3.09 | 1,208,436 | $ 3.05 |
The following table summarizes information about stock options outstanding and exercisable at March 31, 2007:
|
Outstanding |
Exercisable |
|||||||||
|
Number of | Weighted | Number of | Weighted | |||||||
|
options | Weighted | average | options | Weighted | average | |||||
|
Year | Range of | outstanding | average | remaining | exercisable | average | remaining | |||
|
of | exercise | at March | exercise | contractual | at March | exercise | contractual | |||
|
Grant | prices | 31, 2007 | price | life (years) | 31, 2007 | price | life (years) | |||
|
2004 | $ 3.16 3.55 | 175,000 | $ | 3.38 | 0.2 | 175,000 | $ | 3.38 | 0.2 | |
|
2005 | 2.15 2.99 | 735,000 | 2.55 | 1.4 | 735,000 | 2.55 | 1.4 | |||
|
2006 | 4.50 5.50 | 1,350,000 | 5.04 | 4.2 | 166,248 | 5.16 | 3.7 | |||
|
2007 | 4.10 | 290,000 | 4.10 | 4.8 | | | | |||
|
|||||||||||
|
2,550,000 | $ | 4.10 | 3.2 | 1,076,248 | $ | 3.09 | 1.5 |
5
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
March 31, 2007 (Unaudited)
(expressed in Canadian dollars)
7
Segmented informationThe company operates within a single operating segment, which is mineral exploration. The companys mineral property interests are in Ecuador, South America, as set out in note 3. Geographic segmentation of the companys assets is as follows:
March 31, 2007 |
December 31, 2006 |
||||||
Canada | Ecuador | Total | Canada | Ecuador | Total | ||
Cash and cash | |||||||
equivalents | $114,513,645 | $134,014 | $114,647,659 | $126,295,568 | $815,111 | $127,110,679 | |
Amounts receivable | |||||||
and prepayments | 144,682 | 2,750,257 | 2,894,939 | 213,856 | | 213,856 | |
Mineral properties | | 64,716,549 | 64,716,549 | | 61,249,060 | 61,249,060 | |
Plant and equipment | 70,164 | 2,571,258 | 2,641,422 | 73,142 | 2,417,315 | 2,490,457 | |
Other assets | | 4,572,384 | 4,572,384 | | 4,933,384 | 4,933,384 | |
$114,728,491 | $74,744,462 | $189,472,953 | $126,582,566 | $69,414,870 | $195,997,436 |
8 Supplemental cash flow information
Cash and cash equivalents comprise the following:
|
March 31, | December 31, | ||
|
2007 | 2006 | ||
Cash on hand and balances with banks |
$ | 215,849 | $ | 1,778,235 |
Short-term investments, with maturity dates less than |
||||
90 days at acquisition |
114,432,110 | 125,332,444 | ||
|
$ | 114,647,959 | $ | 127,110,679 |
During the three-month period ended March 31, 2007, the company conducted non-cash operating, investing and financing activities as follows:
March 31, 2007 | March 31, 2006 | |||
Depreciation included in mineral properties | $ | 50,341 | $ | 16,611 |
Stock-based compensation included in mineral properties | $ | 377,391 | $ | |
Impairment in carrying value of certain mineral properties | $ | (178,324) | $ | |
Change in other assets and accounts payable and accrued | ||||
liabilities relating to mineral properties | $ | (4,194,608) | $ | |
Change in other assets and accounts payable and accrued | ||||
liabilities relating to plant and equipment | $ | (769,090) | $ | |
6
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
March 31, 2007 (Unaudited)
(expressed in Canadian dollars)
9
Financial instruments(a) Fair Values
The carrying amounts for cash and cash equivalents, amounts receivable, the EIA security deposit, accounts payable related to mineral properties, accounts payable relating to plant and equipment and accounts payable and accrued liabilities on the balance sheet approximate fair value because of the short-term nature of these instruments. The company does not currently use any derivative financial instruments.
(b) Currency Risk
The companys expenditures are predominantly in U.S. dollars and any future equity raised is expected to be predominantly in Canadian dollars. The company conducts the majority of its business in Ecuador, which uses the U.S. dollar as its primary economic currency. As such, the company is subject to risk due to fluctuations in the exchange rates for the U.S. and Canadian dollar. The company does not currently enter into derivative financial instruments to mitigate its exposure to foreign currency risk. A breakdown by currency of the companys cash and cash equivalents at March 31, 2007 is as follows:
March 31, | December 31, | |||
2007 | 2006 | |||
Canadian dollar | $ | 16,591,900 | $ | 125,063,312 |
U.S. dollar | US$ | 84,926,172 | US$ | 1,756,794 |
Closing exchange rate (Cdn$ to US$) | 1.1546 | 1.1654 |
10 Subsequent event
On April 3, 2007, the company announced that its Board of Directors had approved the spin-off of the companys Caya 36 (Tundayme) and Piedra Liza gold assets into a new company, by means of a Plan of Arrangement (the "Arrangement"). Under the Arrangement, which is subject to shareholder and regulatory approval, the companys shareholders will receive shares of Q2 Gold Resources Inc., a private company ("Q2 Gold") which holds the gold assets, on the basis of one (1) Q2 Gold share for every three (3) common shares of Corriente held by them, as of the effective date of the transaction (which is expected to be on or about June 7, 2007). In connection with the Arrangement and to assist Q2 Gold with its business objectives, Corriente and Q2 Gold entered into a secured, interest-bearing convertible loan agreement dated April 23, 2007 pursuant to which Corriente has agreed to lend Q2 Gold up to $750,000, to be advanced in instalments (the "Loan"). The Loan principal and unpaid interest are due on the earlier of December 31, 2008 and the first date on which Q2 Gold obtains a prospectus filing receipt with respect to any of its securities in any province of Canada. At any time prior to maturity, Corriente can require Q2 Gold to convert, in whole or in part, the principal amount outstanding and accrued interest of the Loan into Q2 Gold Shares at a conversion price equal to $0.10 per share. Q2 Gold can repay any or all of the outstanding Loan at any time prior to maturity or conversion.
Full details of the proposed transaction are included in the Management Information Circular sent to shareholders in connection with the companys May 24, 2007 Annual and Special General Meeting of shareholders.
7
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Kenneth R. Shannon, Chief Executive Officer of Corriente Resources Inc., certify that:
1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings) of Corriente Resources Inc. (the Issuer) for the period ending March 31, 2007;
2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and
3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings;
4. The Issuers other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting for the Issuer, and we have:
a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and
b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuers GAAP; and
5. I have caused the Issuer to disclose in the interim MD&A any change in the Issuers internal control over financial reporting that occurred during the Issuers most recent interim period that has materially affected, or is reasonable likely to materially affect, the Issuers internal control over financial reporting.
Date: May 9, 2007
"Kenneth R. Shannon"
Kenneth R. Shannon
Chief Executive Officer
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Darryl F. Jones, Chief Financial Officer of Corriente Resources Inc., certify that:
1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings) of Corriente Resources Inc. (the Issuer) for the period ending March 31, 2007;
2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and
3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings;
4. The Issuers other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting for the Issuer, and we have:
a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and
b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP; and
5. I have caused the Issuer to disclose in the interim MD&A any change in the Issuers internal control over financial reporting that occurred during the Issuers most recent interim period that has materially affected, or is reasonable likely to materially affect, the Issuers internal control over financial reporting.
Date: May 9, 2007
"Darryl F. Jones"
Darryl F. Jones
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CORRIENTE RESOURCES INC. | ||
(Registrant) | ||
Date: May 15, 2007 | ||
By: |
/S/ DARRYL F. JONES | |
Name: Darryl F. Jones | ||
Title: Chief Financial Officer |
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