Class | Outstanding at July 12, 2013 |
Common Stock – $0.001 par value | 118,261,507 |
INDEX | Page |
PART I – FINANCIAL INFORMATION | 3 |
ITEM 1 – FINANCIAL STATEMENTS | 3 |
BALANCE SHEETS | 3 |
STATEMENTS OF OPERATIONS | 4 |
STATEMENTS OF CASH FLOWS | 5 |
STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIENCY) | 6 |
NOTES TO FINANCIAL STATEMENTS | 7 |
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION | 14 |
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 17 |
ITEM 4 – CONTROLS AND PROCEDURES | 17 |
PART II – OTHER INFORMATION | |
ITEM 1 – LEGAL PROCEEDINGS | 18 |
ITEM 1A – RISK FACTORS | 18 |
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 18 |
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES | 18 |
ITEM 4 – MINING SAFETY DISCLOSURES | 18 |
ITEM 5 – OTHER INFORMATION | 18 |
ITEM 6 – EXHIBITS | 19 |
SIGNATURES | 20 |
PANEX RESOURCES INC.
|
As at
|
As at
|
||||||
(An exploration stage enterprise)
|
May 31
|
August 31
|
||||||
Balance Sheets
|
2013 (Unaudited)
|
2012
|
||||||
(Expressed in U.S. Dollars)
|
$ | $ | ||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
537 | 65,799 | ||||||
Total current assets
|
537 | 65,799 | ||||||
Total assets (all current)
|
537 | 65,799 | ||||||
Liabilities and Stockholders' Equity (Deficiency)
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
72,083 | 302,047 | ||||||
Accounts payable and accrued expenses related parties (Note 4(b))
|
138,026 | 31,594 | ||||||
Loans and borrowings
|
100,000 | - | ||||||
Total liabilities (all current)
|
310,109 | 333,641 | ||||||
Stockholders’ Equity (Deficiency)
|
||||||||
Common stock
|
||||||||
Authorized: 500,000,000 (2012: 500,000,000)
|
||||||||
common shares with par value of $0.001 each
|
||||||||
Issued and outstanding:
|
||||||||
118,261,507 (2012: 103,261,507) common shares
|
118,261 | 103,261 | ||||||
Additional paid-in capital
|
13,080,699 | 13,020,699 | ||||||
Donated capital
|
77,627 | 77,627 | ||||||
Accumulated deficit during the exploration stage
|
(13,586,159 | ) | (13,469,429 | ) | ||||
Stockholder’ equity (deficiency)
|
(309,572 | ) | (267,842 | ) | ||||
Total liabilities and stockholders’ equity (deficiency)
|
537 | 65,799 |
PANEX RESOURCES INC.
|
Cumulative
|
For the
|
For the
|
For the
|
For the
|
|||||||||||||||
(An exploration stage enterprise)
|
May 28, 2004
|
Three Months
|
Three Months
|
Nine Months
|
Nine Months
|
|||||||||||||||
Statements of Operations
|
(inception)
|
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||||
to May 31
|
May 31
|
May 31
|
May 31
|
May 31
|
||||||||||||||||
(Unaudited)
|
2013
|
2013
|
2012
|
2013
|
2012
|
|||||||||||||||
(Expressed in U.S. Dollars)
|
$ | $ | $ | $ | $ | |||||||||||||||
Donated rent
|
5,250 | - | - | - | - | |||||||||||||||
Donated services
|
72,377 | - | - | - | 30,260 | |||||||||||||||
Listing and filing fees
|
2,396 | 2,396 | - | 2,396 | - | |||||||||||||||
Investor relation expenses
|
- | - | - | - | - | |||||||||||||||
Directors fees
|
- | - | - | - | - | |||||||||||||||
Management fees
|
814,542 | - | (2,574 | ) | 61,431 | (2,574 | ) | |||||||||||||
Stock option compensation
|
221,756 | - | - | - | - | |||||||||||||||
Professional fees
|
1,433,760 | 45,431 | (6,760 | ) | 108,632 | 254,284 | ||||||||||||||
Travel costs
|
335,415 | - | - | - | - | |||||||||||||||
General and administrative
|
584,089 | 77,881 | 303,234 | 140,943 | 304,187 | |||||||||||||||
Foreign currency transaction loss (gain)
|
104,595 | 36 | 1,070 | 1,037 | (13,988 | ) | ||||||||||||||
Mineral property and exploration costs
|
4,739,777 | - | - | - | - | |||||||||||||||
Write-off deferred acquisition cost
|
400,000 | - | - | - | - | |||||||||||||||
Provision against Minanca loan
|
6,100,000 | - | - | - | - | |||||||||||||||
14,813,957 | 125,744 | 294,970 | 314,439 | 572,169 | ||||||||||||||||
Other income (expense)
|
||||||||||||||||||||
Interest income
|
42,707 | - | 10,426 | - | 10,426 | |||||||||||||||
Interest expense
|
(304,413 | ) | - | (64 | ) | (36 | ) | (21,617 | ) | |||||||||||
Loss on sale of investment
|
(126,182 | ) | - | - | - | - | ||||||||||||||
Extinguishment of liabilities
|
239,458 | 197,745 | - | 197,745 | - | |||||||||||||||
Gain on sale of mineral property right
|
1,376,228 | - | - | - | - | |||||||||||||||
1,227,798 | 197,745 | 10,362 | 197,709 | (11,191 | ) | |||||||||||||||
(Net Loss) / Income
|
(13,586,159 | ) | 72,001 | (284,608 | ) | (116,730 | ) | (583,360 | ) | |||||||||||
Net Loss Per Share – Basic and Diluted
|
* | * | * | * | ||||||||||||||||
Weighted Average Shares Outstanding
|
111,503,265 | 97,434,323 | 106,018,860 | 85,607,687 | ||||||||||||||||
* Amount is less than $0.01 per share
|
PANEX RESOURCES INC.
|
Cumulative
|
For the
|
For the
|
|||||||||
(An exploration stage enterprise)
|
May 28, 2004
|
Nine Months
|
Nine Months
|
|||||||||
Statements of Cash Flows
|
(inception)
|
Ended
|
Ended
|
|||||||||
to May 31
|
May 31
|
May 31
|
||||||||||
(Unaudited)
|
2013
|
2013
|
2012
|
|||||||||
(Expressed in U.S. Dollars)
|
$ | $ | $ | |||||||||
Cash Flows From Operating Activities
|
||||||||||||
(Net loss) income
|
(13,586,159 | ) | (116,729 | ) | (583,360 | ) | ||||||
Adjustments to reconcile net loss to cash used in operating activities
|
||||||||||||
Foreign currency transaction loss (gain)
|
104,595 | 1,031 | (13,988 | ) | ||||||||
Gain on sale of mineral property rights
|
(586,228 | ) | - | - | ||||||||
Loss on sale of investment
|
126,182 | - | - | |||||||||
Extinguishment of debt
|
(208,171 | ) | (197,745 | ) | (10,426 | ) | ||||||
Donated services and expenses
|
77,627 | - | 30,260 | |||||||||
Expenses paid by issue of common stock
|
500 | - | - | |||||||||
Options expense
|
221,756 | - | - | |||||||||
Write-off deferred acquisition costs
|
400,000 | - | - | |||||||||
Provision against Minanca loan
|
6,100,000 | - | - | |||||||||
Change in operating assets and liabilities
|
||||||||||||
Increase (decrease) in receivables and other assets
|
- | - | - | |||||||||
Increase (decrease) in accounts payable and accrued liabilities
|
1,093,161 | 46,886 | 580,727 | |||||||||
Increase (decrease) in amounts due to related parties
|
268,542 | 106,432 | (165,381 | ) | ||||||||
Net Cash Used in Operating Activities
|
(5,988,195 | ) | (160,125 | ) | (162,168 | ) | ||||||
Cash Flows From Investing Activities
|
||||||||||||
Cash received from sale of investment
|
250,047 | - | - | |||||||||
Cash received from sale of mineral property rights
|
210,000 | - | - | |||||||||
Deferred acquisition costs
|
(400,000 | ) | - | - | ||||||||
Loan advances
|
(7,100,000 | ) | - | - | ||||||||
Repayment of loan advance
|
1,000,000 | - | - | |||||||||
Net Cash Used in Investing Activities
|
(6,039,953 | ) | - | - | ||||||||
Cash Flows From Financing Activities
|
||||||||||||
Loan from related parties
|
594,313 | - | - | |||||||||
Loan repaid to related parties
|
(576,483 | ) | - | - | ||||||||
Loan from unrelated third parties
|
330,000 | 100,000 | (560,000 | ) | ||||||||
Deposits received for common shares to be issued
|
40,000 | - | - | |||||||||
Common shares issued for cash
|
11,647,739 | - | 978,989 | |||||||||
Net Cash Provided by Financing Activities
|
12,035,569 | 100,000 | 418,989 | |||||||||
Effect of Exchange Rates on Cash
|
(6,884 | ) | (5,138 | ) | (1,944 | ) | ||||||
Increase (decrease) in Cash
|
537 | (65,263 | ) | 254,877 | ||||||||
Cash at Beginning of Period
|
65,800 | 19,357 | ||||||||||
Cash at End of Period
|
537 | 537 | 274,234 |
BY QUARTER MOVEMENT
|
||||||
PANEX RESOURCES INC
(An exploration stage enterprise)
Statements of Stockholder's Equity (Deficiency) and
Comprehensive income (Loss)
|
Common Stock
|
Additional paid-in capital
|
Donated Capital
|
Accumulated (deficit) during exploration stage
|
Total stockholders' equity (deficiency)
|
|
May 28, 2004 (inception) to Balance Date
|
Shares Amount
|
$
|
$
|
$
|
$
|
|
(Expressed in U.S. Dollars)
|
# $
|
|||||
Balances, May 28, 2004 (Date of inception)
|
||||||
Common stock issued for services to president
|
6,000,000
|
6,000
|
(5,500)
|
-
|
-
|
500
|
Return and cancellation of shares
|
(6,000,000)
|
(6,000)
|
6,000
|
-
|
-
|
-
|
Net loss
|
(500)
|
(500)
|
||||
Balances, August 31, 2004
|
-
|
-
|
500
|
-
|
(500)
|
-
|
Common stock issued for cash
|
64,500,000
|
64,500
|
(17,750)
|
-
|
-
|
46,750
|
Return and cancellation of shares
|
(30,000,000)
|
(30,000)
|
30,000
|
-
|
-
|
-
|
Donated rent
|
-
|
-
|
-
|
3,000
|
-
|
3,000
|
Donated services
|
-
|
-
|
-
|
6,000
|
-
|
6,000
|
Net loss
|
(15,769)
|
(15,769)
|
||||
Balances, August 31, 2005
|
34,500,000
|
34,500
|
12,750
|
9,000
|
(16,269)
|
39,981
|
Common stock issued for cash
|
1,964,285
|
1,964
|
4,498,036
|
-
|
-
|
4,500,000
|
Donated rent
|
-
|
-
|
-
|
2,250
|
-
|
2,250
|
Donated services
|
-
|
-
|
-
|
4,500
|
-
|
4,500
|
Net loss
|
(848,560)
|
(848,560)
|
||||
Balances, August 31, 2006
|
36,464,285
|
36,464
|
4,510,786
|
15,750
|
(864,829)
|
3,698,171
|
Common stock issued for cash
|
7,632,500
|
7,632
|
6,098,368
|
6,106,000
|
||
Net loss
|
(10,943,990)
|
(10,943,990)
|
||||
Balances, August 31, 2007
|
44,096,785
|
44,096
|
10,609,154
|
15,750
|
(11,808,819)
|
(1,139,819)
|
Net loss
|
(66,651)
|
(66,651)
|
||||
Balances, August 31, 2008
|
44,096,785
|
44,096
|
10,609,154
|
15,750
|
(11,875,470)
|
(1,206,470)
|
Common stock issued for cash
|
1,600,000
|
1,600
|
14,400
|
16,000
|
||
Common stock issued for settlement of debt
|
14,000,000
|
14,000
|
126,000
|
140,000
|
||
Shares to be issued
|
-
|
-
|
30,000
|
30,000
|
||
Net loss
|
(154,585)
|
(154,585)
|
||||
Balances, August 31, 2009
|
59,696,785
|
59,696
|
10,779,554
|
15,750
|
(12,030,055)
|
(1,175,055)
|
Common stock issued for cash received in
|
4,000,000
|
4,000
|
6,000
|
-
|
-
|
10,000
|
December 2008
|
-
|
|||||
Common stock issued for settlement of debt
|
3,350,000
|
3,350
|
30,150
|
-
|
-
|
33,500
|
Net loss
|
(213,860)
|
(213,860)
|
||||
Balances, August 31, 2010
|
67,046,785
|
67,046
|
10,815,704
|
15,750
|
(12,243,915)
|
(1,345,415)
|
Common stock issued for settlement of accounts
|
12,303,123
|
12,303
|
602,853
|
-
|
-
|
615,156
|
payable, accrued liabilities and debt
|
-
|
|||||
Donated services
|
-
|
-
|
-
|
31,617
|
-
|
31,617
|
Net loss
|
(299,498)
|
(299,498)
|
||||
Balances, August 31, 2011
|
79,349,908
|
79,349
|
11,418,557
|
47,367
|
(12,543,413)
|
(998,140)
|
Donated services
|
-
|
-
|
-
|
30,260
|
-
|
30,260
|
Issuance of common stock for settlement of debt and accounts payable in February 2012)
|
-
|
|||||
8,477,553
|
8,478
|
161,073
|
-
|
-
|
169,551
|
|
Common stock issued for cash at $0.08 per share
|
12,237,075
|
12,237
|
966,752
|
-
|
-
|
978,989
|
Common stock issued for settlement of debt and accounts payable in March 2012
|
3,196,971
|
3,197
|
252,561
|
-
|
-
|
255,758
|
Stock option compensation expense
|
-
|
-
|
221,756
|
-
|
-
|
221,756
|
Net loss
|
-
|
-
|
-
|
-
|
(926,016)
|
(926,016)
|
Balances, August 31, 2012
|
103,261,507
|
103,261
|
13,020,699
|
77,627
|
(13,469,429)
|
(267,842)
|
Common stock issued for settlement of debt and accounts payable on April 11, 2013 at 0.5 cents per share
|
15,000,000
|
15,000
|
60,000
|
-
|
-
|
75,000
|
Net loss | - | - | - | - | (116,730) | (116,730) |
Balances, May 31, 2013
|
118,261,507
|
118,261
|
13,080,699
|
77,627
|
(13,586,159)
|
(309,572)
|
1.
|
Organization, Nature of Business, Going Concern and Management’s Plans
|
2.
|
Summary of Significant Accounting Policies
|
a.
|
Basis of Preparation
|
2.
|
Summary of Significant Accounting Policies (Continued)
|
b.
|
Use of Estimates
|
c.
|
Basic and Diluted Net Income (Loss) Per Share
|
d.
|
Cash
|
e.
|
Mineral Property and Exploration Costs
|
f.
|
Deferred Acquisition Costs
|
g.
|
Fair Value Measurements
|
2.
|
Summary of Significant Accounting Policies (Continued)
|
h.
|
Income Taxes
|
i.
|
Stock-Based Compensation
|
j.
|
Foreign Currency Translation and Transactions
|
k.
|
Concentration of Credit Risk
|
l.
|
Interim Financial Statements
|
2.
|
Summary of Significant Accounting Policies (Continued)
|
m.
|
Recent Accounting Pronouncements
|
3.
|
Stock Options
|
Stock Options
#
|
Weighted Average Exercise Price
$
|
Remaining Contractual Life (years)
As At
|
Aggregate Intrinsic value
As At
|
|
Outstanding and exercisable at August 31, 2011
|
-
|
-
|
-
|
-
|
Granted on August 3, 2012
|
8,000,000
|
0.08
|
4.92
|
-
|
Outstanding and exercisable at August, 31, 2012
|
8,000,000
|
0.08
|
4.92
|
-
|
Granted during the nine months ended May 31, 2013
|
-
|
-
|
-
|
-
|
Outstanding and exercisable at May 31, 2013
|
8,000,000
|
0.08
|
4.17
|
-
|
4.
|
Related Party Transactions
|
a.
|
There were no donated services provided by the president of the Company during the three and nine months ended May 31, 2013 (May 31, 2012: $30,260).
|
b.
|
The Company incurred management fees provided by the CEO during the three and nine months ended May 31, 2013 of $0 and $61,431 respectively (prior periods: $42,640 and $130,161 respectively).
|
c.
|
Included in general and administrative expenses during the three and nine months ended May 31, 2013 were $64,813 and $130,317 for CFO, Administration, Company Secretarial, Office Services and Support fees recognized for services performed by Coresco AG (prior period: $31,980 and $79,950) including the amount paid to the Chief Financial Officer.
|
d.
|
Included in general and administrative expenses during the three and nine months ended May 31, 2013 were $nil and $5,019 for Geographical Information Service fees recognized for services performed by Coresco AG (prior period: $nil and nil).
|
e.
|
As of May 31, 2013, the Company has an accrued liability of $138,026 due to these related parties.
|
5.
|
Loans and Borrowings
|
6.
|
Material Contingencies and Commitments
|
7.
|
Stockholders’ Equity
|
7.
|
Stockholders’ Equity (Continued)
|
-
|
Michel Muyiha, a creditor, for $75,000, for a total of 15,000,000 shares at a price of $0.005 per share.
|
-
|
Dr Georg Schnura, a creditor, for $175,758, for a total of 2,196,971 shares at a price of $0.08 per share.
|
-
|
Victor Dario, a creditor, for $80,000, for a total of 1,000,000 shares at a price of $0.08 per share.
|
-
|
Ross Doyle, a related party for $ 39,551, for a total of 1,977,553 shares at a price of $0.02 per share.
|
-
|
Werte AG, a creditor, for $80,000, for a total of 4,000,000 shares at a price of $0.02 per share.
|
-
|
Lars Pearl, a creditor, for $50,000, for a total of 2,500,000 shares at a price of $0.02 per share.
|
8.
|
Subsequent Events
|
-
|
Michel Muyiha, a creditor, for $75,000, for a total of 15,000,000 shares at a price of $0.005 per share.
|
-
|
Dr Georg Schnura, a creditor, for $175,758, for a total of 2,196,971 shares at a price of $0.08 per share.
|
-
|
Victor Dario, a creditor, for $80,000, for a total of 1,000,000 shares at a price of $0.08 per share.
|
(a)
|
Index to and Description of Exhibits
|
Exhibit
|
Description
|
Status
|
3.1
|
Articles of Incorporation of Panex Resources Inc. filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.
|
Filed
|
3.2
|
By-Laws of Panex Resources Inc. filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.
|
Filed
|
3.3
|
Certificate of Amendment of Panex Resources Inc., filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on September 30, 2010 and incorporated herein by reference.
|
Filed
|
10.1
|
Management Agreement dated April 19, 2006 between Panex Resources Inc. and Reg Gillard, filed as Exhibit 10.2 to Panex’s Form 8-K (Current Report) filed on May 10, 2006 and incorporated herein by reference.
|
Filed
|
10.2
|
Letter of Understanding dated May 6, 2006 among Panex Resources Inc., Goldplata Corporation Limited, Goldplata Resources Inc, and Goldplata Resources, Sucursal-Columbia, filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on May 25, 2006 and incorporated herein by reference.
|
Filed
|
10.3
|
Letter Agreement dated June 15, 2006 between Panex Resources Inc. and Emco Corporation, filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on June 29, 2006 and incorporated herein by reference.
|
Filed
|
10.4
|
Share Sale Agreement dated July 10, 2006, between Panex Resources Inc. and Emco Corporation Inc. S.A., filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on July 17, 2006, and incorporated herein by reference.
|
Filed
|
10.5
|
Heads of Agreement dated July 26, 2007 among Panex Resources Inc., Goldplata Resources Peru S.A.C., Goldplata Resources Inc., Goldplata Resources Sucursal-Colombia, Goldplata Corporation Limited, and Goldplata Mining International Corporation, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
|
Filed
|
10.6
|
Letter Agreement dated December 6, 2007 among Panex Resources Inc., Emco Corporation Inc. S.A. and Minanca Minera Nanguipa, Compania Anonima, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
|
Filed
|
10.7
|
Deed dated January 11, 2008 among Panex Resources Inc., Windy Knob Resources Limited, Goldplata Mining International Corporation, Goldplata Resources Inc., and Goldplata Resources Sucursal-Colombia, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
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Filed
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14.1
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Financial Code of Ethics filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.
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Filed
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31.1
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Included
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31.2
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Included
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32
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Included
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99.1
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Disclosure Committee Charter, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
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Filed
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101 *
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Financial statements from the quarterly reports on Form 10-Q of Panex Resources Inc. for the quarter ended May 31, 2013, 2012 and beyond are formatted in XBRL: (ii) the Balance Sheets, (ii) the Statements of Operations; (iii) the Statements of Cash Flows, and (iv) the Statements of Stockholders’ Equity (Deficit).
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Included
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material aspects, the financial condition and result of operations of the Company.
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1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material aspects, the financial condition and result of operations of the Company.
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material aspects, the financial condition and result of operations of the Company.
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1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material aspects, the financial condition and result of operations of the Company.
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3. Stock Options (Details) (USD $)
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9 Months Ended | 12 Months Ended |
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May 31, 2013
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Aug. 31, 2012
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Stock Options Details | ||
Outstanding and exercisable at beginning of period | 8,000,000 | 0 |
Weighted Average Exercise Price at beginning of period | $ 0.08 | |
Aggregate Intrinsic value at beginning of period | $ 0 | |
Stock options granted | 0 | 8,000,000 |
Weighted average exercise price options granted | $ 0.08 | |
Remaining Contractual Life (years) | 4 years 11 months 1 day | |
Aggregate Intrinsic value | 0 | 0 |
Outstanding and exercisable at end of period | 8,000,000 | 8,000,000 |
Weighted Average Exercise Price at end of period | $ 0.08 | $ 0.08 |
Remaining Contractual Life (years) | 4 years 2 months 1 day | 4 years 11 months 1 day |
Aggregate Intrinsic value at end of period | $ 0 | $ 0 |
Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 9 Months Ended | 108 Months Ended | ||||||||
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May 31, 2013
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May 31, 2012
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May 31, 2013
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May 31, 2012
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May 31, 2013
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|||||||
Operating expenses | |||||||||||
Donated rent | $ 0 | $ 0 | $ 0 | $ 0 | $ 5,250 | ||||||
Donated services | 0 | 0 | 0 | 30,260 | 72,377 | ||||||
Listing and filing fees | 2,396 | 0 | 2,396 | 0 | 2,396 | ||||||
Investor relation expenses | 0 | 0 | 0 | 0 | 0 | ||||||
Director fees | 0 | 0 | 0 | 0 | 0 | ||||||
Management fees | 0 | (2,574) | 61,431 | (2,574) | 814,542 | ||||||
Stock option compensation | 0 | 0 | 0 | 0 | 221,756 | ||||||
Professional fees | 45,431 | (6,760) | 108,632 | 254,284 | 1,433,760 | ||||||
Travel costs | 0 | 0 | 0 | 0 | 335,415 | ||||||
General and administrative | 77,881 | 303,234 | 140,943 | 304,187 | 584,089 | ||||||
Foreign currency transaction loss (gain) | 36 | 1,070 | 1,037 | (13,988) | 104,595 | ||||||
Mineral property and exploration costs | 0 | 0 | 0 | 0 | 4,739,777 | ||||||
Write-off deferred acquisition cost | 0 | 0 | 0 | 0 | 400,000 | ||||||
Provision against Minanca loan | 0 | 0 | 0 | 0 | 6,100,000 | ||||||
Total operating expenses | 125,744 | 294,970 | 314,439 | 572,169 | 14,813,957 | ||||||
Other income (expense) | |||||||||||
Interest income | 0 | 10,426 | 0 | 10,426 | 42,707 | ||||||
Interest expense | 0 | (64) | (36) | (21,617) | (304,413) | ||||||
Loss on sale of investment | 0 | 0 | 0 | 0 | (126,182) | ||||||
Extinguishment of liabilities | 197,745 | 0 | 197,745 | 0 | 239,458 | ||||||
Gain on sale of mineral property right | 0 | 0 | 0 | 0 | 1,376,228 | ||||||
Total other income (expense) | 197,745 | 10,362 | 197,709 | (11,191) | 1,227,798 | ||||||
(Net Loss)/ Income | $ 72,001 | $ (284,608) | $ (116,730) | $ (583,360) | $ (13,586,159) | ||||||
Net Loss Per Share - Basic and Diluted | [1] | [1] | [1] | [1] | |||||||
Weighted Average Shares Outstanding | 111,503,265 | 97,434,323 | 106,018,860 | 85,607,687 | |||||||
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4. Related Party Transactions
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9 Months Ended | ||||||||||||
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May 31, 2013
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Notes to Financial Statements | |||||||||||||
4. Related Party Transactions |
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3 .Stock Options (Details Narrative) (USD $)
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May 31, 2013
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Stock Options Details Narrative | |
Unrecognised compensation expense | $ 0 |
2. Summary of Significant Accounting Policies
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9 Months Ended | ||||||||||||||||||||||||||||
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May 31, 2013
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Notes to Financial Statements | |||||||||||||||||||||||||||||
2. Summary of Significant Accounting Policies |
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (US GAAP). The Companys fiscal year-end is August 31.
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period including common stock issued effective the date committed. Common stock issuable is considered outstanding as of the original approval date for the purposes of earnings per share computations. Diluted earnings (loss) per common share is computed by dividing net earnings (loss) by the sum of (a) the basic weighted average number of shares of common stock outstanding during the period and (b) additional shares that would have been issued and potentially dilutive securities. During the reporting periods the diluted earnings (loss) per share was equivalent to the basic earnings (loss) per share because all potentially dilutive securities were anti-dilutive due to the net losses incurred. Potentially dilutive securities consist of stock options outstanding at the end of the reporting period.
Cash includes deposits in banks, which are unrestricted as to withdrawal or use.
The Company has been in the exploration stage since its formation on May 28, 2004 and has not realized any revenues from its planned operations. It has been primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
The Company capitalizes deposits paid during the acquisition of equity interests as deferred acquisition costs. Deferred acquisition costs are recorded at cost and are included in the purchase price of the equity interest once the acquisition has been consummated.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value.
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and
Level 3 - assets and liabilities whose significant value drivers are unobservable.
As of reporting period, the Company did not have any assets or liabilities that were measured at fair value on a recurring or non-recurring basis.
Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Companys market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.
Financial instruments, which include cash, accounts payable, and loans and borrowings, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The fair value of amounts due to related parties are not practical to estimate, due to the related party nature of the underlying transactions. The financial risk to the Companys operations arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases, as well as net operating losses.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in the period in which the tax change occurs. A valuation allowance is provided to reduce the deferred tax assets to a level, that more likely than not, will be realized.
Management does not believe that the Company has any unrecognized tax positions. The Companys policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
The Company accounts for share-based payments under the fair value method of accounting for stock-based compensation consistent with US GAAP. Under the fair value method, stock-based compensation cost is measured at the grant date based on the fair value of the award using the Black-Sholes option pricing model and is recognized to expense on a straight-line basis over the requisite service period, which is generally the vesting period. Where upon grant the options vest immediately the stock-based costs are expensed immediately.
The Companys functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated into the United States dollar using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income.
The Companys financial instruments that are exposed to concentration of credit risk consist of cash. The Companys cash is in demand deposit accounts placed with federally insured financial institutions in Canada.
In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments which include only normal recurring adjustments, necessary to present fairly the Companys financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
The unaudited financial statements should be read in conjunction with the Companys audited financial statements and footnotes thereto for the year ended August 31, 2012, which are included in the Companys Annual Report on Form 10-K.
Management has evaluated any recently issued accounting pronouncements to determine their applicability and does not believe that any of these pronouncements will have a significant impact on the Companys financial statements. |
5. Loans and Borrowings
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9 Months Ended | ||
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May 31, 2013
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Notes to Financial Statements | |||
5. Loans and Borrowings |
In March and July 2007, the Company received loan proceeds of $240,000 and $500,000 respectively from an unrelated third party. These loans were unsecured bearing interest at 8% per annum, with no fixed repayment date, but the understanding with the lender was that the loans will be repaid from the proceeds of future equity financings and/or the repayment of amounts lent to Minanca. On December 20, 2010, principal of $46,892 and interest of $15,751 was assigned to this third party. In December 2010, $267,072 of this loan as well as $200,310 of accrued interest on this loan was settled by the issue of 9,347,640 shares. In May 31, 2012 this loan was settled in full for $560,000, resulting in a gain on extinguishment of $10,426, which is included within interest income and other for the year ended August 31, 2012.
In January 2011, the Company received loan proceeds of $50,000, from an unrelated third party. This loan was unsecured, and had no stated interest rate. This amount was settled for issuance of 2,500,000 shares of common stock in February 2012.
In September and November 2012, the Company received loan proceeds of $75,000 and $25,000 respectively (totalling $100,000), from an unrelated third party. The loan is unsecured, and has no stated interest rate. $75,000 of these funds received was used to pay aged outstanding accounts payable in December 2012. |
3. Stock Options
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9 Months Ended | ||||||||||||||||||||||||||||||||
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May 31, 2013
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Notes to Financial Statements | |||||||||||||||||||||||||||||||||
3. Stock Options |
In August 2012, the Company's Board of Directors approved the issuance of stock options as an incentive to obtain services of key employees, directors and consultants of the Company. The following is a summary of stock option activity and the status of stock options outstanding and exercisable at May 31, 2013:
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value for all in-the-money options (i.e. the difference between the Companys closing stock price on the last trading day of the fiscal year and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on May 31, 2013.
Effective August 3, 2012, the Companys board of directors granted 8,000,000 stock purchase options. Each of the options has an issue date, effective date and vesting date of August 3, 2012, with an exercise price of $0.08 per share. The term of these options is five years. The options are exercisable at any time from the grant date up to and including August 2, 2017. There is no unrecognised compensation expense at February 28, 2013. All related compensation expense was recognized on August 31, 2012 as the options were vested in full on that date. |