TASMAN METALS LTD. | |||
(Registrant) | |||
Date July 12, 2013
|
By:
|
/s/ Mark Saxon | |
Mark Saxon, President and CEO |
99.1
|
Condensed Consolidated Interim Financial Statements for the Nine Months Ended May 31, 2013
|
99.2
|
Management’s Discussion and Analysis for the Nine Months Ended May 31, 2013
|
99.3
|
Certification of Interim Filings by CEO
|
99.4
|
Certification of Interim Filings by CFO
|
Notes
|
May 31,
2013
$
|
August 31,
2012
$
|
||||||||||
ASSETS
|
||||||||||||
Current assets
|
||||||||||||
Cash
|
5 | 6,492,733 | 9,778,040 | |||||||||
Amounts receivable
|
6 | 68,744 | 202,852 | |||||||||
Prepaids
|
98,696 | 69,929 | ||||||||||
Total current assets
|
6,660,173 | 10,050,821 | ||||||||||
Non-current assets
|
||||||||||||
Investment
|
7 | 52,605 | 80,862 | |||||||||
Property, plant and equipment
|
8 | 189,007 | 255,338 | |||||||||
Exploration and evaluation assets
|
9 | 239,561 | 214,297 | |||||||||
Bond deposits
|
23,634 | 3,496 | ||||||||||
Total non-current assets
|
504,807 | 553,993 | ||||||||||
TOTAL ASSETS
|
7,164,980 | 10,604,814 | ||||||||||
LIABILITIES
|
||||||||||||
Current liabilities
|
||||||||||||
Accounts payable and accrued liabilities
|
418,581 | 782,977 | ||||||||||
TOTAL LIABILITIES
|
418,581 | 782,977 | ||||||||||
SHAREHOLDERS’ EQUITY
|
||||||||||||
Share capital
|
11 | 20,299,802 | 19,808,552 | |||||||||
Share-based payments reserve
|
9,056,102 | 8,565,897 | ||||||||||
Deficit
|
(22,526,286 | ) | (18,497,650 | ) | ||||||||
Accumulated other comprehensive loss
|
(83,219 | ) | (54,962 | ) | ||||||||
TOTAL SHAREHOLDERS’ EQUITY
|
6,746,399 | 9,821,837 | ||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
7,164,980 | 10,604,814 |
/s/ Mark Saxon
|
/s/ Nick DeMare
|
|||
Mark Saxon
|
Nick DeMare
|
|||
Director
|
Director
|
Three Months Ended
May 31,
|
Nine Months Ended
May 31,
|
|||||||||||||||||||
Note
|
2013
$
|
2012
$
|
2013
$
|
2012
$
|
||||||||||||||||
Mineral exploration costs
|
10 | 485,228 | 1,253,452 | 1,689,719 | 2,602,855 | |||||||||||||||
Expenses
|
||||||||||||||||||||
Accounting and administration
|
28,949 | 9,600 | 96,359 | 39,000 | ||||||||||||||||
Audit
|
- | - | 33,650 | 52,091 | ||||||||||||||||
Corporate development
|
30,720 | 45,835 | 106,627 | 172,801 | ||||||||||||||||
Depreciation
|
13,522 | 8,825 | 42,707 | 23,529 | ||||||||||||||||
General exploration
|
20,948 | 11,468 | 68,462 | 37,119 | ||||||||||||||||
Investor relations
|
- | 10,500 | 10,500 | 31,500 | ||||||||||||||||
Legal
|
27,359 | 32,511 | 72,392 | 101,916 | ||||||||||||||||
Management fees
|
40,500 | 40,500 | 121,500 | 121,500 | ||||||||||||||||
Office
|
44,988 | 136,544 | 161,258 | 230,046 | ||||||||||||||||
Professional fees
|
141,274 | 170,314 | 515,207 | 422,854 | ||||||||||||||||
Regulatory fees
|
15,508 | 12,473 | 48,048 | 109,615 | ||||||||||||||||
Rent
|
13,906 | 5,761 | 45,263 | 20,175 | ||||||||||||||||
Repairs and maintenance
|
158 | 2,713 | 3,377 | 22,918 | ||||||||||||||||
Salaries and benefits
|
66,942 | 46,229 | 230,962 | 155,700 | ||||||||||||||||
Shareholder costs
|
12,073 | 20,783 | 28,193 | 37,868 | ||||||||||||||||
Share-based compensation
|
11(d) | 51,250 | 511,397 | 654,705 | 3,900,859 | |||||||||||||||
Transfer agent
|
15,021 | 18,768 | 21,019 | 39,734 | ||||||||||||||||
Travel
|
48,074 | 107,249 | 140,647 | 217,837 | ||||||||||||||||
Vehicles
|
4,822 | 6,845 | 13,171 | 8,814 | ||||||||||||||||
576,014 | 1,198,315 | 2,414,047 | 5,745,876 | |||||||||||||||||
Loss before other items
|
(1,061,242 | ) | (2,451,767 | ) | (4,103,766 | ) | (8,348,731 | ) | ||||||||||||
Other items
|
||||||||||||||||||||
Gain on sale of property, plant and equipment
|
- | - | 1,921 | - | ||||||||||||||||
Impairment of exploration and evaluation
assets
|
9(a) | (2,591 | ) | - | (17,074 | ) | - | |||||||||||||
Interest income
|
32,691 | 37,237 | 76,242 | 117,884 | ||||||||||||||||
Foreign exchange
|
(7,961 | ) | (10,038 | ) | 14,041 | (31,427 | ) | |||||||||||||
22,139 | 27,199 | 75,130 | 86,457 | |||||||||||||||||
Loss before deferred income tax
|
(1,039,103 | ) | (2,424,568 | ) | (4,028,636 | ) | (8,262,274 | ) | ||||||||||||
Deferred income tax
|
- | (3,600 | ) | - | (37,000 | ) | ||||||||||||||
Net loss for the period
|
(1,039,103 | ) | (2,428,168 | ) | (4,028,636 | ) | (8,299,274 | ) | ||||||||||||
Other comprehensive loss, net of
deferred income tax
|
(3,129 | ) | (24,998 | ) | (28,257 | ) | (117,616 | ) | ||||||||||||
Comprehensive loss for the period
|
(1,042,232 | ) | (2,453,166 | ) | (4,056,893 | ) | (8,416,890 | ) | ||||||||||||
Basic and diluted loss per common share
|
(0.02 | ) | (0.04 | ) | (0.07 | ) | (0.14 | ) | ||||||||||||
Weighted average number of
common shares outstanding
|
60,777,649 | 59,392,484 | 60,435,982 | 58,868,355 |
Nine Months Ended May 31, 2013
|
||||||||||||||||||||||||
Share Capital
|
||||||||||||||||||||||||
Number of
Shares
|
Amount
$
|
Share-Based
Payments
Reserve
$
|
Deficit
$
|
Accumulated
Other
Comprehensive
Loss
$
|
Total
Equity
$
|
|||||||||||||||||||
Balance at August 31, 2012
|
59,570,982 | 19,808,552 | 8,565,897 | (18,497,650 | ) | (54,962 | ) | 9,821,837 | ||||||||||||||||
Common shares issued for:
|
||||||||||||||||||||||||
Cash - exercise of share options
|
1,250,000 | 301,250 | - | - | - | 301,250 | ||||||||||||||||||
Exploration and evaluation assets
|
30,000 | 25,500 | - | - | - | 25,500 | ||||||||||||||||||
Share-based compensation on share
options
|
- | - | 654,705 | - | - | 654,705 | ||||||||||||||||||
Transfer on exercise of share
options
|
- | 164,500 | (164,500 | ) | - | - | - | |||||||||||||||||
Unrealized loss on available-for-sale
investment
|
- | - | - | - | (28,257 | ) | (28,257 | ) | ||||||||||||||||
Net loss for the period
|
- | - | - | (4,028,636 | ) | - | (4,028,636 | ) | ||||||||||||||||
Balance at May 31, 2013
|
60,850,982 | 20,299,802 | 9,056,102 | (22,526,286 | ) | (83,219 | ) | 6,746,399 |
Nine Months Ended May 31, 2012
|
||||||||||||||||||||||||
Share Capital
|
||||||||||||||||||||||||
Number of
Shares
|
Amount
$
|
Share-Based
Payments
Reserve
$
|
Deficit
$
|
Accumulated
Other
Comprehensive
Gain (Loss)
$
|
Total
Equity
$
|
|||||||||||||||||||
Balance at August 31, 2011
|
58,480,289 | 18,888,813 | 5,070,735 | (8,623,613 | ) | 168,574 | 15,504,509 | |||||||||||||||||
Common shares issued for:
|
||||||||||||||||||||||||
Cash - exercise of warrants
|
983,275 | 613,675 | - | - | - | 613,675 | ||||||||||||||||||
Cash - exercise of share options
|
69,672 | 6,967 | 6,967 | |||||||||||||||||||||
Exploration and evaluation assets
|
37,746 | 95,120 | - | - | - | 95,120 | ||||||||||||||||||
Share-based compensation on share
options
|
- | - | 3,900,859 | - | - | 3,900,859 | ||||||||||||||||||
Transfer on exercise of agent’s
warrants
|
- | 203,977 | (203,977 | ) | - | |||||||||||||||||||
Unrealized loss on available-for-sale
investment
|
- | - | - | (154,616 | ) | (154,616 | ) | |||||||||||||||||
Deferred income tax on unrealized
loss on available-for-sale
investment
|
- | - | - | - | 37,000 | 37,000 | ||||||||||||||||||
Net loss for the period
|
- | - | - | (8,299,274 | ) | - | (8,299,274 | ) | ||||||||||||||||
Balance at May 31, 2012
|
59,570,982 | 19,808,552 | 8,767,617 | (16,922,887 | ) | 50,958 | 11,704,240 |
Nine Months Ended
May 31,
|
||||||||
2013
$
|
2012
$
|
|||||||
Operating activities
|
||||||||
Net loss for the period
|
(4,028,636 | ) | (8,299,274 | ) | ||||
Adjustments for:
|
||||||||
Depreciation
|
42,707 | 23,529 | ||||||
Share-based compensation
|
654,705 | 3,900,859 | ||||||
Impairment of exploration and evaluation assets
|
17,074 | - | ||||||
Gain on sale of property, plant and equipment
|
(1,921 | ) | - | |||||
Deferred income tax
|
- | 37,000 | ||||||
(3,316,071 | ) | (4,337,886 | ) | |||||
Changes in non-cash working capital items:
|
||||||||
Decrease (increase) in amounts receivable
|
134,108 | (167,661 | ) | |||||
Increase in prepaids
|
(28,767 | ) | (75,773 | ) | ||||
Increase (decrease) in accounts payable and accrued liabilities
|
(364,396 | ) | 122,977 | |||||
(259,055 | ) | (120,457 | ) | |||||
Net cash used in operating activities
|
(3,575,126 | ) | (4,458,343 | ) | ||||
Investing activities
|
||||||||
Increase in bond deposits
|
(20,138 | ) | - | |||||
Proceeds on sale of property, plant and equipment
|
25,545 | - | ||||||
Additions to exploration and evaluation assets
|
(16,838 | ) | (34,746 | ) | ||||
Additions to property, plant and equipment
|
- | (122,781 | ) | |||||
Net cash used in investing activities
|
(11,431 | ) | (157,527 | ) | ||||
Financing activity
|
||||||||
Issuance of common shares
|
301,250 | 620,642 | ||||||
Net cash provided by financing activity
|
301,250 | 620,642 | ||||||
Net change in cash
|
(3,285,307 | ) | (3,995,228 | ) | ||||
Cash at beginning of period
|
9,778,040 | 15,217,096 | ||||||
Cash at end of period
|
6,492,733 | 11,221,868 |
1.
|
Nature of Operations
|
2.
|
Basis of Preparation
|
3.
|
Significant Accounting Policies
|
5.
|
Cash
|
May 31,
2013
$
|
August 31,
2012
$
|
|||||||
Cash
|
3,809,355 | 208,212 | ||||||
Demand deposits
|
2,683,378 | 9,569,828 | ||||||
6,492,733 | 9,778,040 |
May 31,
2013
$
|
August 31,
2012
$
|
|||||||
GST / HST receivable
|
13,575 | 19,953 | ||||||
Foreign value added tax receivables
|
43,819 | 138,318 | ||||||
Other
|
11,350 | 44,581 | ||||||
68,744 | 202,852 |
7.
|
Investment
|
May 31, 2013
|
||||||||||||||||
Number
of Shares
|
Cost
$
|
Accumulated
Compre-
hensive
Loss
$
|
Carrying Value
$
|
|||||||||||||
Available-for-sale investment
|
||||||||||||||||
Hannans Reward Limited (“Hannans”)
|
2,647,059 | 135,824 | (83,219 | ) | 52,605 |
August 31, 2012
|
||||||||||||||||
Number
of Shares
|
Cost
$
|
Accumulated
Compre-
hensive
Loss
$
|
Carrying Value
$
|
|||||||||||||
Available-for-sale investment
|
||||||||||||||||
Hannans
|
2,647,059 | 135,824 | (54,962 | ) | 80,862 |
7.
|
Investment (continued)
|
Cost:
|
Computers
$
|
Office Furniture
and
Equipment
$
|
Field
Equipment
$
|
Vehicles
$
|
Total
$
|
|||||||||||||||
Balance at August 31, 2011
|
18,032 | 19,767 | 40,054 | 77,608 | 155,461 | |||||||||||||||
Additions
|
- | - | 58,027 | 89,081 | 147,108 | |||||||||||||||
Balance at August 31, 2012
|
18,032 | 19,767 | 98,081 | 166,689 | 302,569 | |||||||||||||||
Disposal
|
- | - | - | (32,214 | ) | (32,214 | ) | |||||||||||||
Balance at May 31, 2013
|
18,032 | 19,767 | 98,081 | 134,475 | 270,355 |
Accumulated Depreciation:
|
Computers
$
|
Office Furniture
and
Equipment
$
|
Field
Equipment
$
|
Vehicles
$
|
Total
$
|
|||||||||||||||
Balance at August 31, 2011
|
(1,360 | ) | - | (1,967 | ) | (3,713 | ) | (7,040 | ) | |||||||||||
Depreciation
|
(3,675 | ) | (3,201 | ) | (11,855 | ) | (21,460 | ) | (40,191 | ) | ||||||||||
Balance at August 31, 2012
|
(5,035 | ) | (3,201 | ) | (13,822 | ) | (25,173 | ) | (47,231 | ) | ||||||||||
Depreciation
|
(2,630 | ) | (2,882 | ) | (15,198 | ) | (21,997 | ) | (42,707 | ) | ||||||||||
Disposal
|
- | - | - | 8,590 | 8,590 | |||||||||||||||
Balance at May 31, 2013
|
(7,665 | ) | (6,083 | ) | (29,020 | ) | (38,580 | ) | (81,348 | ) |
Carrying Value:
|
Computers
$
|
Office Furniture
and
Equipment
$
|
Field
Equipment
$
|
Vehicles
$
|
Total
$
|
|||||||||||||||
Balance at August 31, 2012
|
12,997 | 16,566 | 84,259 | 141,516 | 255,338 | |||||||||||||||
Balance at May 31, 2013
|
10,367 | 13,684 | 69,061 | 95,895 | 189,007 |
9.
|
Exploration and Evaluation Assets
|
May 31,
2013
$
|
August 31,
2012
$
|
|||||||
Rare Earth Element Properties
|
||||||||
Norra Kärr
|
21,314 | 21,314 | ||||||
Otanmaki
|
801 | 801 | ||||||
Olserum
|
112,148 | 103,488 | ||||||
Korsnas
|
25,500 | - | ||||||
Other
|
77,392 | 86,288 | ||||||
237,155 | 211,891 | |||||||
Iron Ore Properties
|
||||||||
Other
|
2,406 | 2,406 | ||||||
239,561 | 214,297 |
|
(a)
|
Rare Earth Element Properties
|
|
During fiscal 2012 the Company acquired a 100 % interest in the Olserum project, comprising one claim, in southern Sweden. The Olserum project was purchased from Norrsken Energy Limited, a private company registered in the United Kingdom, for a total consideration of 37,746 common shares of the Company at an assigned value of $95,120. The Company subsequently staked a further five claims surrounding the Olserum project.
|
|
Korsnas
|
|
On June 7, 2012 the Company entered into a purchase and sale agreement with Magnus Minerals Oy (“Magnus”), a Finnish private company at arms-length to the Company, whereby the Company agreed to acquire nine mineral exploration licenses located in central Finland for a consideration of 60,000 common shares of the Company. During the nine months ended May 31, 2013 the Company issued an initial 30,000 common shares to Magnus at an assigned value of $25,500. The remaining 30,000 common shares will be issued to Magnus upon final granting of two exploration licenses.
|
|
(i)
|
17 exploration claims in Sweden; and
|
|
(ii)
|
96 exploration claims or claim applications in Finland.
|
9.
|
Exploration and Evaluation Assets (continued)
|
|
(b)
|
Iron Ore Properties
|
|
(i)
|
the Company grants Hannans the exclusive right to earn a 51% interest in the Iron Ore Claims by spending AUS $750,000 on exploration prior to June 30, 2013;
|
|
(ii)
|
Hannans may earn a further 24% interest in the Iron Ore Claims by spending a further AUS $500,000 on exploration prior to June 30, 2014; and
|
|
(iii)
|
Hannans may earn a further 15% interest in the Iron Ore Claims by sole funding a feasibility study on at least one Iron Ore Claim prior to June 30, 2018, including a minimum spend of AUS $100,000 per annum.
|
10.
|
Mineral Exploration Costs
|
Nine Months Ended May 31, 2013
|
||||||||||||||||
Norra Kärr
$
|
Olserum
$
|
Other
$
|
Total
$
|
|||||||||||||
Consulting
|
278,985 | 136,299 | - | 415,284 | ||||||||||||
Core cutting
|
13,837 | - | - | 13,837 | ||||||||||||
Database
|
3,686 | 3,676 | - | 7,362 | ||||||||||||
Drilling
|
74,519 | - | - | 74,519 | ||||||||||||
Exploration site
|
16,875 | 119 | - | 16,994 | ||||||||||||
Fuel
|
1,245 | 664 | - | 1,909 | ||||||||||||
Geochemical
|
337,578 | 34,029 | - | 371,607 | ||||||||||||
Geological
|
58,835 | 31,511 | - | 90,346 | ||||||||||||
Maps
|
- | - | 1,911 | 1,911 | ||||||||||||
Metallurgical consulting
|
21,152 | - | - | 21,152 | ||||||||||||
Metallurgical testing
|
512,860 | - | - | 512,860 | ||||||||||||
Pre-feasibility study
|
111,112 | - | - | 111,112 | ||||||||||||
Salaries
|
13,409 | - | - | 13,409 | ||||||||||||
Sample preparation
|
- | 17,791 | - | 17,791 | ||||||||||||
Travel
|
19,626 | - | - | 19,626 | ||||||||||||
Total
|
1,463,719 | 224,089 | 1,911 | 1,689,719 |
10.
|
Mineral Exploration Costs (continued)
|
Nine Months Ended May 31, 2012
|
||||||||||||||||||||
Norra Kärr
$
|
Otanmaki
$
|
Olserum
$
|
Other
$
|
Total
$
|
||||||||||||||||
Consulting
|
624,928 | 12,348 | 10,465 | 4,251 | 651,992 | |||||||||||||||
Core cutting
|
36,326 | - | - | - | 36,326 | |||||||||||||||
Database
|
1,879 | - | - | 2,092 | 3,971 | |||||||||||||||
Drafting
|
3,052 | - | 1,603 | - | 4,655 | |||||||||||||||
Drilling
|
967,863 | - | 123,331 | - | 1,091,194 | |||||||||||||||
Environmental
|
5,662 | - | - | - | 5,662 | |||||||||||||||
Exploration site
|
83,540 | - | - | - | 83,540 | |||||||||||||||
Geochemical
|
105,819 | - | - | - | 105,819 | |||||||||||||||
Geological
|
8,848 | - | 7,121 | - | 15,969 | |||||||||||||||
Maps
|
50 | - | - | 670 | 720 | |||||||||||||||
Metallurgical consulting
|
16,080 | - | - | - | 16,080 | |||||||||||||||
Metallurgical testing
|
307,966 | - | - | - | 307,966 | |||||||||||||||
Preliminary economic
assessment
|
203,904 | - | - | - | 203,904 | |||||||||||||||
Salaries
|
9,862 | - | - | - | 9,862 | |||||||||||||||
Sample preparation
|
22,751 | - | - | - | 22,751 | |||||||||||||||
Travel
|
32,133 | 516 | 1,564 | 378 | 34,591 | |||||||||||||||
Utilities
|
7,550 | 303 | - | - | 7,853 | |||||||||||||||
Total
|
2,438,213 | 13,167 | 144,084 | 7,391 | 2,602,855 |
11.
|
Share Capital
|
(b)
|
Reconciliation of Changes in Share Capital
|
|
No equity financings were conducted by the Company during the nine months ended May 31, 2013 and 2012.
|
|
During the nine months ended May 31, 2013 the Company issued 30,000 common shares of the Company to acquire seven mineral exploration licenses relating to the Korsnas Project. See also Note 9(a).
|
|
During the nine months ended May 31, 2012 the Company issued 37,746 common shares of the Company to acquire a 100% interest in the Olserum Project.
|
|
See Note 9(a).
|
|
(c)
|
Warrants
|
11.
|
Share Capital (continued)
|
|
A summary of the number of common shares reserved pursuant to the Company’s warrants outstanding at May 31, 2013 and 2012 and the changes for the nine months ended on those dates is as follows:
|
2013
|
2012
|
|||||||||||||||
Number
|
Weighted
Average
Exercise
Price
$
|
Number
|
Weighted
Average
Exercise
Price
$
|
|||||||||||||
Balance, beginning of period
|
2,177,607 | 1.85 | 3,160,882 | 1.47 | ||||||||||||
Exercised
|
- | - | (983,275 | ) | 0.62 | |||||||||||
Expired
|
(86,940 | ) | 1.85 | - | - | |||||||||||
Balance, end of period
|
2,090,667 | 1.85 | 2,177,607 | 1.85 |
Number
|
Exercise Price
$
|
Expiry Date
|
||
1,257,334
|
1.85
|
November 17, 2013
|
||
833,333
|
1.85
|
November 26, 2013
|
||
2,090,667
|
2013
|
2012
|
|
Risk-free interest rate
|
1.09% - 1.26%
|
0.91% - 1.87%
|
Estimated volatility
|
86% - 130%
|
117% - 149%
|
Expected life
|
2 years - 3 years
|
2 years - 3 years
|
Expected dividend yield
|
0%
|
0%
|
Estimated forfeiture rate
|
0%
|
0%
|
11.
|
Share Capital (continued)
|
2013
|
2012
|
|||||||||||||||
Number
of Options
|
Weighted
Average
Exercise Price
$
|
Number
of Options
|
Weighted
Average
Exercise Price
$
|
|||||||||||||
Balance, beginning of period
|
5,181,500 | 2.09 | 3,041,172 | 1.98 | ||||||||||||
Granted
|
230,000 | 0.96 | 2,420,000 | 2.20 | ||||||||||||
Exercised
|
(1,250,000 | ) | 0.24 | (69,672 | ) | 0.10 | ||||||||||
Expired
|
(380,000 | ) | 2.32 | (160,000 | ) | 2.29 | ||||||||||
Balance, end of period
|
3,781,500 | 2.01 | 5,231,500 | 2.16 |
Number
Outstanding
|
Exercise
Price
$
|
Expiry Date
|
||
96,500
|
1.40
|
December 24, 2013
|
||
665,000
|
1.40
|
January 6, 2014
|
||
250,000
|
3.45
|
January 6, 2014
|
||
100,000
|
1.40
|
July 15, 2014
|
||
100,000
|
4.22
|
July 15, 2014
|
||
200,000
|
1.40
|
August 9, 2014
|
||
50,000
|
3.20
|
August 9, 2014
|
||
60,000
|
1.40
|
August 22, 2014
|
||
100,000
|
3.37
|
September 13, 2014
|
||
285,000
|
1.40
|
December 6, 2014
|
||
250,000
|
1.40
|
January 9, 2015
|
||
445,000
|
2.13
|
January 9, 2015
|
||
700,000
|
2.70
|
January 9, 2015
|
||
50,000
|
1.40
|
February 27, 2015
|
||
200,000
|
1.87
|
May 3, 2015
|
||
50,000
|
1.40
|
September 13, 2015
|
||
25,000
|
1.44
|
October 31, 2015
|
||
30,000
|
1.07
|
February 11, 2016
|
||
125,000
|
0.66
|
April 12, 2016
|
||
3,781,500
|
12.
|
Related Party Disclosures
|
|
(a)
|
Transactions with Key Management Personnel
|
2013
$
|
2012
$
|
|||||||
Management fees
|
121,500 | 121,500 | ||||||
Professional fees
|
124,500 | 137,509 | ||||||
Share-based compensation
|
51,250 | 930,735 | ||||||
297,250 | 1,189,744 |
|
(i)
|
During the nine months ended May 31, 2013 and 2012 the following amounts were incurred with respect to other officers and directors of the Company:
|
2013
$
|
2012
$
|
|||||||
Professional fees
|
95,000 | 93,250 | ||||||
Share-based compensation
|
- | 1,322,750 | ||||||
95,000 | 1,416,000 |
|
(ii)
|
In addition, during the nine months ended May 31, 2013 the Company incurred a total of $41,570 (2012 - $42,600) to Chase Management Ltd. (“Chase”), a private corporation owned by the CFO of the Company, for accounting and administration services provided by Chase personnel, excluding the CFO, and for rent. As at May 31, 2013, $3,335 (2012 - $3,900) remained unpaid and has been included in accounts payable and accrued liabilities.
|
|
(c)
|
During the nine months ended May 31, 2013 the Company incurred $16,977 (2012 - $1,616) for shared administration costs with a public company with common directors and officers. As at May 31, 2013, $3,470 (2012 - $957) of the amount remained unpaid and has been included in accounts payable and accrued liabilities.
|
|
(d)
|
During the nine months ended May 31, 2013 the Company recovered $73,207 (2012 - $nil) for shared office personnel and costs from public companies with common directors and officers.
|
14.
|
Financial Instruments and Risk Management
|
Financial Instrument
|
Category
|
May 31,
2013
$
|
August 31,
2012
$
|
||||||
Cash
|
FVTPL
|
6,492,733 | 9,778,040 | ||||||
Investment
|
Available-for-sale
|
52,605 | 80,862 | ||||||
Amounts receivable
|
Loans and receivables
|
68,744 | 202,852 | ||||||
Accounts payable and accrued liabilities
|
Other liabilities
|
(418,581 | ) | (782,977 | ) |
Level 1 -
|
Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.
|
Level 2 -
|
Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.
|
Level 3 -
|
Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.
|
Contractual Maturity Analysis at May 31, 2013
|
||||||||||||||||||||
Less than
3 Months
$
|
3 - 12
Months
$
|
1 - 5
Years
$
|
Over
5 Years
$
|
Total
$
|
||||||||||||||||
Cash
|
6,492,733 | - | - | - | 6,492,733 | |||||||||||||||
Investment
|
- | - | 52,605 | - | 52,605 | |||||||||||||||
Amounts receivable
|
68,744 | - | - | - | 68,744 | |||||||||||||||
Accounts payable and
accrued liabilities
|
(418,581 | ) | - | - | - | (418,581 | ) |
Contractual Maturity Analysis at August 31, 2012
|
||||||||||||||||||||
Less than
3 Months
$
|
3 - 12
Months
$
|
1 - 5
Years
$
|
Over
5 Years
$
|
Total
$
|
||||||||||||||||
Cash
|
9,778,040 | - | - | - | 9,778,040 | |||||||||||||||
Investment
|
- | - | 80,862 | - | 80,862 | |||||||||||||||
Amounts receivable
|
202,852 | - | - | - | 202,852 | |||||||||||||||
Accounts payable and
accrued liabilities
|
(782,977 | ) | - | - | - | (782,977 | ) |
|
(a)
|
Interest Rate Risk
|
|
(b)
|
Foreign Currency Risk
|
Swedish
Krona
|
CDN $
Equivalent
|
|||||||
Cash
|
528,409 | 82,693 | ||||||
Amounts receivable
|
352,461 | 55,158 | ||||||
Accounts payable and accrued liabilities
|
(1,448,604 | ) | (226,699 | ) | ||||
(567,734 | ) | (88,848 | ) |
2013
$
|
2012
$
|
|||||||
Financing activities
|
||||||||
Issuance of common shares
|
190,000 | 299,097 | ||||||
Share-based payments reserve
|
(164,500 | ) | (203,977 | ) | ||||
25,500 | 95,120 | |||||||
Investing activity
|
||||||||
Additions to exploration and evaluation assets
|
(25,500 | ) | (95,120 | ) |
·
|
$1,465 million after-tax NPV at 8% discount rate.
|
·
|
45.6% after-tax Internal Rate of Return (“IRR”).
|
·
|
After-tax payback period of 2.5 years.
|
·
|
$10.8 billion in revenue over the 40 year life of mine.
|
·
|
Initial capital expenditures of $290 million (including contingency of $66.82 million or 30%).
|
·
|
Average annual operating expenses of $74.3 million or $10.93 per kg of mixed total rare earth oxide (“TREO”) concentrate.
|
·
|
Conservative basket price of US $51 per kg.
|
Units
|
Year 1
|
Year 2
|
Year 3-20
(avg)
|
Year 21-40
(avg)
|
|
Total Tonnes mined (ore+waste)
|
Mt
|
2.91
|
2.54
|
2.82
|
2.58
|
Strip Ratio
|
Waste : Ore
|
2.86
|
1.24
|
0.87
|
0.75
|
Tonnes processed
|
Mt
|
752
|
1,133
|
1,504
|
1,458
|
Grade TREO
|
%
|
0.53
|
0.56
|
0.58
|
0.60
|
Grade ZrO2
|
%
|
1.61
|
1.60
|
1.64
|
1.77
|
Recovery TREO
|
%
|
80%
|
80%
|
80%
|
80%
|
Units
|
Year 1
|
Year 2
|
Year 3-20
(avg)
|
Year 21-40
(avg)
|
Recovery ZrO2
|
%
|
60%
|
60%
|
60%
|
60%
|
Mixed TREO concentrate
|
Tonnes
|
3,165
|
5,067
|
6,946
|
7,004
|
Zirconium Carbonate concentrate
|
Tonnes
|
7,260
|
10,893
|
14,831
|
15,492
|
First 20 Years
(CDN$ million)
|
40 Year Mine Life
(CDN$ million)
|
|||||||
Total Revenue
|
5,275.3 | 10,858.5 | ||||||
Initial Capital Expenditures (including contingency)
|
290.2 | 290.2 | ||||||
Sustaining Capital Expenditures
|
74.1 | 217.1 | ||||||
Royalty Payments
|
13.2 | 27.2 | ||||||
Mine Reclamation Costs
|
10.9 | 10.9 | ||||||
Total Before-tax Cash Flow (undiscounted)
|
3,419.4 | 7,376.1 | ||||||
Before-tax NPV @ 10% | 1,214.7 | 1,464.1 | ||||||
Before-tax NPV @ 12%
|
1,015.9 | 1,168.0 | ||||||
Before-tax NPV @ 14%
|
855.0 | 949.4 | ||||||
Before-tax IRR (%)
|
49.6 | % | 49.6 | % | ||||
Before-tax Payback Period (years)
|
2.6 | 2.6 | ||||||
Long-term Average REE Basket Price
|
$ | US 51.00 | $ | US 51.00 | ||||
REE Basket Price Discounted for Refining
|
$ | US 31.60 | $ | US 31.60 |
Classification
|
Tonnes
Mt
|
TREO
%
|
LREO
%
|
HREO
%
|
HREO/TREO
%
|
ZrO2
%
|
Tonnes of
Contained
TREO
|
Indicated
|
41.6
|
0.57
|
0.28
|
0.29
|
50.8
|
1.70
|
237,120
|
Inferred
|
16.5
|
0.64
|
0.33
|
0.31
|
48.4
|
1.70
|
94,050
|
Notes: |
1.
|
Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral Resource estimates do not account for mineability, selectivity, mining loss and dilution. The Preliminary Economic Assessment includes inferred mineral resources which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that the results projected in the Preliminary Economic Assessment will be realized and actual results may vary substantially.
|
2.
|
TREO includes: La2O3, Ce2O3, Pr2O3, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3.
|
3.
|
Heavy Rare Earth Oxides (“HREO”) includes: Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3.
|
4.
|
“In-pit” Mineral Resources were estimated by PAH using the Whittle pit optimization software and scoping level economic parameters for commodity prices, metal recoveries and current operating expenses as presented in the PEA.
|
5.
|
Mineral Resources are reported at a marginal cutoff grade of 0.285% TREO.
|
·
|
High recovery of REE in a low mass during combined flotation – magnetic separation tests, including 82.5% yttrium oxide (Y2O3) and 76.9% TREO recovered in only 25.2% of the original mass;
|
·
|
High recovery of REE in magnetic separation tests on three major mineralized material types from Norra Kärr;
|
·
|
Eudialyte confirmed as the only REE-bearing mineral present in more than trace abundance in all mineralized material types;
|
·
|
All major mineralized material types shown to be mineralogically indistinguishable when ground to 500 micron, suggesting geological variation across the mineralized material body is unlikely to affect processing behavior;
|
·
|
Flotation test work very successful in separating aegirine from eudialyte using commercial reagent;
|
·
|
Low-iron nepheline/feldspar fraction identified as potential by-product;
|
TREO%
|
HREO/
TREO%
|
ZrO2%
|
Dy2O3
ppm
|
Y2O3
ppm
|
Tb2O3
ppm
|
Nd2O3
ppm
|
|||
PGT
|
Pegmatitic Grennaite
|
0.614
|
54.7%
|
2.00
|
289
|
2300
|
42
|
662
|
|
GTM
|
Migmatitic Grennite
|
0.490
|
45.0%
|
1.52
|
184
|
1506
|
27
|
563
|
|
GTC
|
Grennaite
|
0.261
|
63.5%
|
1.33
|
152
|
1056
|
20
|
233
|
TREO = sum of La2O3, Ce2O3, Pr2O3, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3;
HREO = sum of Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3;
Most significant REO’s by % are Y2O3, La2O3, Ce2O3, Nd2O3, Dy2O3
|
Mass
|
TREO Recovery
|
ZrO2 Recovery
|
Fe2O3 Recovery
|
|
-100/+20 micron fraction
|
53 %
|
97 %
|
71%
|
99 %
|
-20 micron fraction
|
23 %
|
80 %
|
41%
|
91 %
|
·
|
Crusher Work Index: 12.64 kW hr/tonne
|
·
|
Rod Mill Work Index: 14.90 kW hr/tonne
|
·
|
Bond Ball Mill Work Index
|
§
|
150µm: 12.85 kW hr/tonne
|
§
|
106µm: 14.30 kW hr/tonne
|
§
|
90µm: 15.21 kW hr/tonne
|
·
|
Abrasion Index: 0.3050
|
DRILL
HOLE
|
FROM
|
TO
|
LENGTH
(metres)
|
TREO
(%)
|
HREO/TREO
(%)
|
OL0401
|
55.3
|
69.9
|
14.6
|
1.38
|
37.8
|
OL0403
|
86.3
|
116.5
|
30.2
|
0.55
|
37.7
|
OL0510
|
102.8
|
121.3
|
18.5
|
1.02
|
34.5
|
OL0511
|
30.3
|
64.5
|
34.2
|
0.86
|
15.7
|
OL0513
|
112.9
|
146.9
|
34.0
|
0.81
|
37.6
|
OL0513
|
173.9
|
264.1
|
90.2
|
0.63
|
29.0
|
OL0516
|
56.4
|
66.4
|
10.0
|
1.07
|
45.6
|
OL0521
|
126.9
|
137.9
|
11.0
|
0.91
|
32.1
|
DRILL
HOLE
|
FROM
|
TO
|
LENGTH
(metres)
|
TREO
(%)
|
HREO/TREO
(%)
|
EASTING
|
NORTHING
|
AZIMUTH
(deg)
|
DIP
(deg)
|
OLR12001
|
59.7
|
157.9
|
98.2
|
0.60%
|
36.3%
|
580072
|
6423831
|
209
|
- 46
|
Including
|
59.7
|
85.95
|
25.3
|
1.02%
|
42.3%
|
||||
OLR12002
|
83.1
|
225.3
|
142.2
|
0.65%
|
26.6%
|
580127
|
6423833
|
195
|
- 55
|
Including
|
132.4
|
169.5
|
37.1
|
1.00%
|
22.9%
|
||||
OLR12003
|
117.0
|
250.6
|
133.6
|
0.52%
|
42.1%
|
580083
|
6423863
|
207
|
- 61
|
Including
|
190.1
|
203.0
|
12.9
|
1.14%
|
42.6%
|
||||
OLR12004
|
47.9
|
178.9
|
131.0
|
0.49%
|
44.7%
|
579995
|
6423857
|
205
|
- 55
|
Including
|
118.7
|
135.7
|
17.0
|
1.01%
|
47.3%
|
||||
OLR12005
|
52.8
|
121.6
|
68.8
|
0.39%
|
24.7%
|
580145
|
6423705
|
19
|
- 43
|
Including
|
75.3
|
107.4
|
32.1
|
0.52%
|
27.3%
|
||||
TREO = sum of La2O3, Ce2O3, Pr2O3, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3,
Y2O3;
HREO = sum of Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3;
Most significant REO’s by % are Y2O3, La2O3, Ce2O3, Nd2O3, Dy2O3
EASTING, NORTHING provided in SWEREF99TM coordinate system
|
TREO %
Cut-off
|
Million
Tonnes
|
TREO
%
|
% of HREO
in TREO
|
Dy2O3
ppm
|
Y2O3
ppm
|
Nd2O3
ppm
|
Tonnes of Contained
TREO
|
|
0.7
|
1.0
|
0.89
|
32.3
|
292
|
1800
|
1314
|
8,620
|
|
0.6
|
1.7
|
0.78
|
32.9
|
262
|
1610
|
1146
|
13,360
|
|
0.5
|
3.0
|
0.68
|
33.3
|
232
|
1420
|
996
|
20,650
|
|
0.4
|
4.5
|
0.60
|
33.9
|
209
|
1283
|
878
|
27,260
|
BASE CASE
|
0.3
|
6.3
|
0.53
|
34.4
|
187
|
1146
|
769
|
33,530
|
|
0.2
|
7.7
|
0.48
|
34.5
|
0.017
|
1042
|
700
|
37,030
|
TREO %
Cut-off
|
Million
Tonnes
|
TREO
%
|
% of HREO
in TREO
|
Dy2O3
ppm
|
Y2O3
ppm
|
Nd2O3
ppm
|
Tonnes of Contained
TREO
|
|
0.7
|
0.9
|
0.85
|
31.8
|
288
|
1667
|
1294
|
7,947
|
|
0.6
|
1.6
|
0.77
|
32.5
|
264
|
1547
|
1151
|
12,088
|
|
0.5
|
2.5
|
0.69
|
33.6
|
242
|
1445
|
1018
|
16,960
|
|
0.4
|
3.3
|
0.63
|
33.7
|
222
|
1320
|
925
|
20,770
|
BASE CASE
|
0.3
|
4.2
|
0.57
|
33.9
|
202
|
1205
|
841
|
23,820
|
|
0.2
|
4.7
|
0.54
|
33.9
|
191
|
1134
|
790
|
25,050
|
1.
|
TREO includes: La2O3, Ce2O3, Pr2O3, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3
|
2.
|
HREO includes: Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3
|
3.
|
The calculated resource is sensitive to cut-off grade which will be influenced by metallurgical operating costs. Bench scale metallurgical tests were completed on an Olserum composite sample by Swedish consultants Minpro AB in 2005. Magnetic and gravity separation gave a mineral concentrate of 14% rare earth oxide in only 5% of the mass with a recovery of 59%.
|
4.
|
The mineral resource estimate was completed by Mr Geoffrey Reed, Senior Consulting Geologist of ReedLeyton Consultants Pty Ltd, and is based on geological and geochemical data supplied by Tasman, audited by Mr Reed. Mr Reed is an independent qualified person for the purposes of NI 43-101 standards of disclosure for mineral projects of the Canadian Securities Administrators.
|
5.
|
The resource estimate has been classified as an Indicated and Inferred Resource based on the distance-space between sample data within the current deposit outline. Variograms were obtained from a variography study of TREO, with the continuity analysis showing a reasonable fit model in the major and semi major direction for the mineralised domains.
|
6.
|
The resource estimate is based on:
|
§
|
A database of 31 'In Resource' drill holes totalling 5,297m of diamond drilling completed by Tasman and previous project owner IGE since 2004 where samples were composited on 1m lengths. All assays by both Tasman and IGE were completed at ALS Chemex's Vancouver laboratory.
|
§
|
Specific gravity (SG) has an overall mean of 2.80 g/cc from 458 SG readings. The mean of the mineralisation of 2.82 g/cc was used in the estimate and a mean of the host rock of 2.67 g/cc was used in the estimate
|
§
|
Block model was estimated by ordinary kriging interpolation method on blocks 5m (x) x 20m (y) x 10m (z).
|
§
|
Metallurgical test work at Olserum is in progress and no information was available at the time of this resource calculation.
|
·
|
Stripping Cost $tonne mined $3.66
|
·
|
Mining Cost $/tonne mined $3.66
|
·
|
Processing Cost $/tonne ore $41.48
|
·
|
REO Recovery 80.0%
|
·
|
Discount to TREO Basket Price 38.0% (accounts for REO separation charge)
|
·
|
Discounted TREO Price $31.0 kg
|
·
|
5 percent mining loss, 5 percent for mining dilution
|
·
|
Exchange rate US$1 : CA$1
|
TREO %
Cut-off
|
La2O3
|
Ce203
|
Pr203
|
Nd203
|
Sm203
|
Eu203
|
Gd203
|
Tb203
|
Dy203
|
Ho203
|
Er203
|
Tm203
|
Yb203
|
Lu203
|
Y203
|
0.7
|
0.125
|
0.281
|
0.034
|
0.131
|
0.029
|
0.001
|
0.029
|
0.005
|
0.029
|
0.006
|
0.017
|
0.002
|
0.015
|
0.002
|
0.180
|
0.6
|
0.109
|
0.244
|
0.030
|
0.115
|
0.026
|
0.001
|
0.026
|
0.004
|
0.026
|
0.005
|
0.015
|
0.002
|
0.014
|
0.002
|
0.161
|
0.5
|
0.094
|
0.212
|
0.026
|
0.100
|
0.023
|
0.001
|
0.023
|
0.004
|
0.023
|
0.005
|
0.014
|
0.002
|
0.012
|
0.002
|
0.142
|
0.4
|
0.083
|
0.186
|
0.023
|
0.088
|
0.020
|
0.001
|
0.021
|
0.004
|
0.021
|
0.004
|
0.012
|
0.002
|
0.011
|
0.002
|
0.128
|
0.3
|
0.072
|
0.163
|
0.020
|
0.077
|
0.018
|
0.000
|
0.018
|
0.003
|
0.019
|
0.004
|
0.011
|
0.002
|
0.010
|
0.001
|
0.115
|
0.2
|
0.065
|
0.147
|
0.018
|
0.070
|
0.016
|
0.000
|
0.017
|
0.003
|
0.017
|
0.004
|
0.010
|
0.001
|
0.009
|
0.001
|
0.104
|
TREO %
Cut-off
|
La2O3
|
Ce203
|
Pr203
|
Nd203
|
Sm203
|
Eu203
|
Gd203
|
Tb203
|
Dy203
|
Ho203
|
Er203
|
Tm203
|
Yb203
|
Lu203
|
Y203
|
0.7
|
0.118
|
0.270
|
0.033
|
0.129
|
0.030
|
0.001
|
0.029
|
0.005
|
0.029
|
0.006
|
0.016
|
0.002
|
0.014
|
0.002
|
0.167
|
0.6
|
0.105
|
0.241
|
0.030
|
0.115
|
0.027
|
0.001
|
0.026
|
0.005
|
0.026
|
0.005
|
0.015
|
0.002
|
0.013
|
0.002
|
0.155
|
0.5
|
0.093
|
0.213
|
0.026
|
0.102
|
0.024
|
0.001
|
0.024
|
0.004
|
0.024
|
0.005
|
0.014
|
0.002
|
0.012
|
0.002
|
0.145
|
0.4
|
0.084
|
0.194
|
0.024
|
0.093
|
0.022
|
0.001
|
0.022
|
0.004
|
0.022
|
0.005
|
0.013
|
0.002
|
0.011
|
0.002
|
0.132
|
TREO %
Cut-off
|
La2O3
|
Ce203
|
Pr203
|
Nd203
|
Sm203
|
Eu203
|
Gd203
|
Tb203
|
Dy203
|
Ho203
|
Er203
|
Tm203
|
Yb203
|
Lu203
|
Y203
|
0.3
|
0.077
|
0.176
|
0.022
|
0.084
|
0.020
|
0.000
|
0.020
|
0.003
|
0.020
|
0.004
|
0.012
|
0.002
|
0.010
|
0.001
|
0.121
|
0.2
|
0.072
|
0.166
|
0.020
|
0.079
|
0.018
|
0.000
|
0.019
|
0.003
|
0.019
|
0.004
|
0.011
|
0.002
|
0.010
|
0.001
|
0.113
|
Fiscal 2013
|
Fiscal 2012
|
Fiscal 2011
|
||||||
Three Months Ended
|
May 31,
2013
$
|
Feb. 28,
2013
$
|
Nov. 30,
2012
$
|
Aug. 31,
2012
$
|
May 31,
2012
$
|
Feb. 29,
2012
$
|
Nov. 30,
2011
$
|
Aug. 31,
2011
$
|
Operations:
|
||||||||
Revenues
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Mineral exploration costs
|
(485,228)
|
(416,374)
|
(788,117)
|
(1,134,123)
|
(1,253,452)
|
(990,620)
|
(358,783)
|
(344,519)
|
Expenses
|
(576,014)
|
(625,742)
|
(1,202,291)
|
(484,837)
|
(1,198,315)
|
(3,602,958)
|
(944,603)
|
(1,371,266)
|
Other items
|
22,139
|
35,566
|
17,425
|
34,943
|
27,199
|
22,381
|
36,877
|
37,485
|
Net loss before deferred
income tax
|
(1,039,103)
|
(1,016,550)
|
(1,972,983)
|
(1,584,017)
|
(2,424,568)
|
(4,571,197)
|
(1,266,509)
|
(1,678,300)
|
Deferred income tax
|
-
|
-
|
-
|
9,254
|
(3,600)
|
600
|
(34,000)
|
(166,356)
|
Net loss
|
(1,039,103)
|
(1,016,550)
|
(1,972,983)
|
(1,574,763)
|
(2,428,168)
|
(4,570,597)
|
(1,300,509)
|
(1,844,656)
|
Other comprehensive (loss)
gain
|
(3,129)
|
846
|
(25,974)
|
(105,920)
|
(24,998)
|
1,748
|
(94,366)
|
(737,020)
|
Comprehensive loss
|
(1,042,232)
|
(1,015,704)
|
(1,998,957)
|
(1,680,683)
|
(2,453,166)
|
(4,568,849)
|
(1,394,875)
|
(2,581,676)
|
Basic and diluted loss per
share
|
(0.02)
|
(0.02)
|
(0.03)
|
(0.03)
|
(0.04)
|
(0.08)
|
(0.02)
|
(0.02)
|
Dividends per share
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Balance Sheet:
|
||||||||
Working capital
|
6,241,592
|
7,242,130
|
8,200,394
|
9,267,844
|
11,086,472
|
12,546,328
|
14,208,523
|
14,961,243
|
Total assets
|
7,164,980
|
8,159,059
|
9,085,850
|
10,604,814
|
12,208,696
|
13,712,542
|
15,063,723
|
15,885,988
|
Total long term liabilities
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
·
|
Incurred $96,359 (2012 - $39,000) for accounting and administration of which $38,100 (2012 - $39,000) was charged by a private corporation controlled by a director of the Company and $58,259 (2012 - $nil) was charged by a third party accounting service in Sweden. During the 2012 period the accounting and administration services in Sweden were provided by salaried employees;
|
·
|
general exploration costs of $68,462 (2012 - $37,119) relating to general exploration and property due diligence in Sweden and Finland;
|
·
|
$140,647 (2012 - $217,837) for travel expenses, primarily for Company personnel to oversee the Company’s ongoing property exploration programs and attend international investment conferences. Travel expenses were lower during the 2013 period compared to the 2012 period due to less corporate travel by management and directors;
|
·
|
legal fees of $72,392 (2012 - $101,916) were incurred for services relating to ongoing review of documentation filed on the NYSE MKT;
|
·
|
office expenses of $161,258 (2012 - $230,046) of which $52,894 (2012 - $138,743) was for the maintenance of the exploration office in Sweden. During the 2012 period, office expenses in Sweden were higher as the Company was incurring costs to set up the exploration office;
|
·
|
the Company had retained Mining Interactive Corp. (“Mining Interactive”) to provide market awareness and investor relation activities. During the 2013 period the Company paid Mining Interactive $10,500 (2012 - $31,500). Effective November 30, 2012 the Company terminated its arrangement with Mining interactive;
|
·
|
incurred $515,207 (2012 - $422,854) for professional services, of which the Company incurred $236,477 (2012 - $232,375) by directors and officers of the Company, $172,706 (2012 - $72,985) by consultants in Sweden and $106,024 (2012 - $117494) by consultants for general corporate serves;
|
·
|
$121,500 (2012 - $121,500) for management and professional fees charged through Sierra Peru Pty (“Sierra”) for remuneration of Mr. Mark Saxon, the Company’s President and CEO;
|
·
|
audit fees of $33,650 (2012 - $52,091) for the year-end audit. The change between the 2013 period and the 2012 period was solely due to the timing of billings of the Company’s year-end financial statements;
|
·
|
salaries and benefits of $230,962 (2012 - $155,700) for employees in the exploration office in Sweden. The increase was due to increased personnel during the 2013 period;
|
·
|
corporate development of $106,627 (2012 - $172,801) were incurred for services and costs relating to corporate development and market awareness. These expenses were lower during the 2013 period compared to the 2012 period due to the Company scaling back on these activities during this current economic period;
|
·
|
regulatory fees of $48,048 (2012 - $109,615) were incurred. During the 2012 period the Company listed on the NYSE MKT in December 2011 and paid significant registration filing fees to list on the NYSE MKT; and
|
·
|
rent of $45,263 (2012-$20,175) were incurred for offices in Canada and Sweden. During the 2013 period the Company increased their office space in Sweden to accommodate additional consultants and salaried employees.
|
2013
$
|
2012
$
|
|||||||
Management fees
|
121,000 | 121,500 | ||||||
Professional fees
|
124,500 | 137,509 | ||||||
Share-based compensation
|
51,250 | 930,735 | ||||||
297,250 | 1,189,744 |
|
(i)
|
During the nine months ended May 31, 2013 and 2012 the following amounts were incurred with respect to other officers and directors of the Company:
|
2013
$
|
2012
$
|
|||||||
Professional fees
|
95,000 | 93,250 | ||||||
Share-based compensation
|
- | 1,322,750 | ||||||
95,000 | 1,416,000 |
|
(ii)
|
In addition, during the nine months ended May 31, 2013 the Company incurred a total of $41,570 (2012 - $42,600) to Chase Management Ltd. (“Chase”), a private corporation owned by the CFO of the Company, for accounting and administration services provided by Chase personnel, excluding the CFO, and for rent. As at May 31, 2013, $3,335 (2012 - $3,900) remained unpaid and has been included in accounts payable and accrued liabilities.
|
(c)
|
During the nine months ended May 31, 2013 the Company incurred $16,977 (2012 - $1,616) for shared administration costs with a public company with common directors and officers. As at May 31, 2013, $3,470 (2012 - $957) of the amount remained unpaid and has been included in accounts payable and accrued liabilities.
|
(d)
|
During the nine months ended May 31, 2013 the Company recovered $73,207 (2012 - $nil) for shared office personnel and costs from public companies with common directors and officers.
|
(a)
|
there is limited segregation of duties which could result in a material misstatement in the Company’s financial statements. Given the Company’s limited staff level, certain duties within the accounting and finance department cannot be properly segregated. However, none of these segregation of duty deficiencies resulted in material misstatement to the financial statements as the Company relies on certain compensating controls, including periodic substantive review of the financial statements by the Chief Executive Officer, Audit Committee and Board of Directors.
|
(b)
|
when required, the Company records complex and non-routine transactions. These are sometimes extremely technical in nature and require an in-depth understanding of IFRS. The Company’s accounting staff have only a fair and reasonable knowledge of the rules related to IFRS and the transactions may not be recorded correctly, potentially resulting in material misstatements of the financial statements of the Company.
|
|
To address this risk, the Company consults with its third party advisors as needed in connection with the recording and reporting of complex and non-routine transactions.
|
1.
|
Review: I have reviewed the interim consolidated financial report and interim MD&A (together, the “interim filings”) of Tasman Metals Ltd. (the “issuer”) for the interim period ended May 31, 2013.
|
2.
|
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
|
3.
|
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
4.
|
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
|
5.
|
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
|
|
(a)
|
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
|
(i)
|
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
|
(ii)
|
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
|
(b)
|
designed ICFR, 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 issuer’s GAAP.
|
5.1
|
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
|
5.2
|
ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period
|
|
(a)
|
a description of the material weakness;
|
|
(b)
|
the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
|
|
(c)
|
the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.
|
5.3
|
Limitation on scope of design: N/A
|
6.
|
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1, 2013 and ended on May 31, 2013 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
|
1.
|
Review: I have reviewed the interim consolidated financial report and interim MD&A (together, the “interim filings”) of Tasman Metals Ltd. (the “issuer”) for the interim period ended May 31, 2013.
|
2.
|
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
|
3.
|
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
4.
|
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
|
5.
|
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
|
|
(a)
|
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
|
(i)
|
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
|
(ii)
|
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
|
(b)
|
designed ICFR, 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 issuer’s GAAP.
|
5.1
|
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
|
5.2
|
ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period
|
|
(a)
|
a description of the material weakness;
|
|
(b)
|
the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
|
|
(c)
|
the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.
|
5.3
|
Limitation on scope of design: N/A
|
6.
|
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1, 2013 and ended on May 31, 2013 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
|