0000949353-13-000109.txt : 20130712 0000949353-13-000109.hdr.sgml : 20130712 20130712161950 ACCESSION NUMBER: 0000949353-13-000109 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20130712 FILED AS OF DATE: 20130712 DATE AS OF CHANGE: 20130712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TASMAN METALS LTD. CENTRAL INDEX KEY: 0001474547 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35307 FILM NUMBER: 13966227 BUSINESS ADDRESS: STREET 1: 1305-1090 W. GEORGIA ST. CITY: VANCOUVER STATE: A1 ZIP: V6E 3V7 BUSINESS PHONE: (604) 685-9316 MAIL ADDRESS: STREET 1: 1305-1090 W. GEORGIA ST. CITY: VANCOUVER STATE: A1 ZIP: V6E 3V7 6-K 1 f6k-tasman_financials.htm FORM 6-K 5-31-13 FINANCIALS f6k-tasman_financials.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 
For the month of July 2013.
 
Commission File Number 000-54313
 
TASMAN METALS LTD.
____________________________________________________________________________
(Translation of registrant’s name into English)


#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7
_____________________________________________________________________________
(Address of principal executive office)

 
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): ____
 
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
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): ____
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
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.
 
  TASMAN METALS LTD.  
  (Registrant)  
       
Date    July 12, 2013          
By:
/s/ Mark Saxon  
    Mark Saxon, President and CEO  


 
 

 


EXHIBIT INDEX



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

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


EX-99.1 2 exh99-1_financials.htm EXH 99-1 5-31-13 FINANCIALS exh99-1_financials.htm
 


 
 
 
 
 
 
 
 
 
EXHIBIT 99.1
 
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
 
 
 
 
 
 
 

 
 
 

 




 
















TASMAN METALS LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
MAY 31, 2013

(Unaudited – Expressed in Canadian Dollars)
 







 
 
Page 1

 

TASMAN METALS LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Unaudited - Expressed in Canadian Dollars) 

 

   
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  


 

These condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on July 12, 2013 and are signed on its behalf by:

         
/s/ Mark Saxon
   
/s/ Nick DeMare
 
Mark Saxon
   
Nick DeMare
 
Director
   
Director
 
 
The accompanying notes are an integral part of these condensed consolidated interim financial statements
 

 
 
Page 2

 

TASMAN METALS LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited - Expressed in Canadian Dollars)

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

 
 
Page 3

 

TASMAN METALS LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
(Unaudited - Expressed in Canadian Dollars)

 
   
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  


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


 
 
 
Page 4

 

TASMAN METALS LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited - Expressed in Canadian Dollars)

 

   
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  


Supplemental cash flow information - see Note 15
 
 
The accompanying notes are an integral part of these condensed consolidated interim financial statements
 
 
 
Page 5

 
 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)


1.
Nature of Operations

Tasman Metals Ltd. (“Tasman” or the “Company”) was incorporated under the laws of the Province of British Columbia on August 27, 2007.  The Company’s common shares are listed and traded on the TSX Venture Exchange (“TSXV”) under the symbol “TSM” and on the New York Stock Exchange Market (“NYSE MKT”), under the symbol “TAS”.  The Company’s head office is located at #1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada.

The Company is a junior resource company engaged in the acquisition and exploration of unproven mineral interests and is considered a development stage company.  As at May 31, 2013 the Company has not earned any production revenue, nor found proved reserves on any of its mineral interests.

The Company is in the process of exploring and evaluating its mineral properties.  On the basis of information to date, it has not yet determined whether these properties contain economically recoverable ore reserves.  The underlying value of the mineral properties and related deferred acquisition costs is entirely dependent on the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production.  The amounts shown as resource interests represent net acquisition costs to date, less amounts written off, and do not necessarily represent present or future values.

The Company’s ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to develop properties and to establish future profitable production.  The Company’s operations are funded from equity financings which are dependent upon many external factors and may be difficult to impossible to secure or raise when required.  Although management considers that the Company has adequate resources to maintain its core operations and planned exploration programs on its existing exploration and evaluation assets for the next twelve months the Company recognizes that exploration expenditures may change with ongoing results and, as a result, it may be required to obtain additional financing.  While the Company has been successful in securing financings in the past, there can be no assurance that it will be able to do so in the future.


2.
Basis of Preparation
 
Statement of Compliance

These unaudited condensed consolidated interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”), and in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”).  These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended August 31, 2012, which have been prepared in accordance with IFRS as issued by the IASB.  The accounting policies followed in these unaudited condensed consolidated interim financial statements are consistent with those applied in the Company’s consolidated financial statements for the year ended August 31, 2012.
 
Basis of Presentation

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue and expenses.  The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.


 
 
Page 6

 
 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)



3.
Significant Accounting Policies

The preparation of financial data is based on accounting principles and practices consistent with those to be used in the preparation of the audited annual consolidated financial statements as at August 31, 2012.  The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended August 31, 2012.


4.           Subsidiaries

As at May 31, 2013 and August 31, 2012 the Company has one wholly-owned Swedish subsidiary, Tasman Metals AB.


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  


6.           Amounts Receivable

   
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  



 
 
Page 7

 
 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)

 
7.
Investment (continued)

The Company had received common shares of Hannans, a public company listed on the Australian Stock Exchange, from the option of certain of its iron ore properties, as described in Note 9(b).  As at May 31, 2013 the quoted market value of the Hannans shares was $52,605.


8.           Property, Plant and Equipment

 
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  



 
 
Page 8

 
 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)

 
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

Norra Kärr

The Norra Kärr property consists of four staked exploration claims located in southern Sweden.
 
Otanmaki

The Otanmaki property consists of 24 staked exploration claims located in central western Finland.

Olserum

 
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.

Other

During the nine months ended May 31, 2013 the Company relinquished certain exploration claims in Finland, Norway and Sweden and recorded an impairment charge of $17,074 to exploration and evaluation assets.

As at May 31, 2013 the Company has been granted or made reservations on:

 
(i)
17 exploration claims in Sweden; and
 
(ii)
96 exploration claims or claim applications in Finland.


 
 
Page 9

 
 
 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)

 
9.
Exploration and Evaluation Assets (continued)

 
(b)
Iron Ore Properties

On May 16, 2010 the Company entered into an option agreement with Hannans whereby Hannans has agreed to acquire up to a 90% interest in the Sautusvaara, Vieto, Harrejaure and Lauukujarvi exploration claims (the “Iron Ore Claims”) in Sweden under the following terms:

 
(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.

On June 28, 2013 the Company received notification from Hannans that it had spent the requisite expenditures to earn a 75% interest in the Iron Ore Claims.

 
10.
Mineral Exploration Costs

Mineral exploration costs incurred during the nine months ended May 31, 2013 and May 31, 2012 are detailed below:

   
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  


 
 
Page 10

 
 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)

 
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

(a)           Authorized Share Capital

At May 31, 2013 the Company’s authorized share capital consisted of an unlimited number of common shares without par value.  All issued common shares are fully paid.
 

               (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

During the nine months ended May 31, 2013 the Company extended the expiry date on 1,257,334 warrants expiring on November 17, 2012 to a revised expiry date of November 17, 2013 and on 833,333 warrants expiring on November 26, 2012 to a revised expiry date of November 26, 2013.  All other terms of the warrants remained the same.

 
 
Page 11

 
 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)

 
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  

The following table summarizes information about the number of common shares reserved pursuant to the Company’s warrants outstanding and exercisable at May 31, 2013:

Number
 
 
Exercise Price
$
 
Expiry Date
1,257,334
 
1.85
 
November 17, 2013
833,333
 
1.85
 
November 26, 2013
2,090,667
       
 
(d)           Share Option Plan

The Company has established a rolling share option plan (the “Plan”), in which the maximum number of common shares which can be reserved for issuance under the Plan is 10% of the issued and outstanding shares of the Company.  The minimum exercise price of the options is set at the Company’s closing share price on the day before the grant date, less allowable discounts in accordance with the policies of the TSXV.  Options granted may be subject to vesting provisions as determined by the Board of Directors and have a maximum term of ten years.

During the nine months ended May 31, 2013 the Company granted 230,000 (2012 - 2,420,000) share options and recorded compensation expense of $154,000 (2012 - $3,537,250).  In addition, the Company recorded $9,475 (2012 - $363,609) compensation expense on share options previously granted which had vested during the period.

The fair value of share options granted and/or vested during the nine months ended May 31, 2013 and 2012 is estimated using the Black-Scholes option pricing model using the following assumptions:
 
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%

The weighted average fair value of all share options granted and/or vested during the nine months ended May 31, 2013 was $0.67 (2012 - $1.46) per option.

 
 
Page 12

 
 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)


 
11.
Share Capital (continued)

During the nine months ended May 31, 2013 the Company re-priced certain share options previously granted to purchase a total of 1,706,500 common shares, from original exercise prices ranging from $2.13 to $4.22 per share to a revised exercise price of $1.40 per share.  The fair value of the re-priced share options have been estimated using the Black-Scholes option pricing model.  The assumptions used were:  risk-free interest rate 1.09% - 1.22%; estimated volatility  91% - 103%;  expected life 1.25 years to 2.46 years;  expected dividend yield 0%;  and estimated forfeiture rate 0%.  The value assigned to the re-pricing of the share options was $491,230.

Option-pricing models require the use of estimates and assumptions including the expected volatility.  Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measure of the fair value of the Company’s share options.

A summary of the Company’s share options at May 31, 2013 and 2012 and the changes for the nine months ended on those dates is presented below:

   
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  

The following table summarizes information about the share options outstanding and exercisable at May 31, 2013:

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
       
 
 
Page 13

 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)


12.
Related Party Disclosures

A number of key management personnel hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities.  Certain of these entities transacted with the Company during the reporting period.

 
(a)
Transactions with Key Management Personnel

During the nine months ended May 31, 2013 and 2012 the following amounts were incurred with respect to the Company’s President, Vice-President of Corporate Development and Chief Financial Officer (“CFO”):

     
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  

As at May 31, 2013, $3,000 (2012 - $2,500) of the above amounts remained unpaid and has been included in accounts payable and accrued liabilities.

The Company has a management agreement with the President, which provides that in the event the President’s services are terminated without cause or upon a change of control of the Company, a termination payment of two years of compensation, at $13,500 per month, is payable.  If the termination had incurred on May 31, 2013, the amount payable under the agreement would be $324,000.
 
(b)           Transactions with Other Related Parties

 
(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  

As at May 31, 2013, $16,000 (2012 - $26,500) of the above amounts remained unpaid and has been included in accounts payable and accrued liabilities.

 
(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.


 
 
Page 14

 
 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)

 
13.           Segmented Information

The Company is involved in the exploration and development of resource properties in certain Scandinavian countries, with corporate operations in Canada.  The Company is in the exploration stage and accordingly, has no reportable segment revenues or operating results.


14.
Financial Instruments and Risk Management

Categories of Financial Assets and Financial Liabilities

Financial assets are classified into one of the following four categories:  fair value through profit or loss (“FVTPL”); held-to-maturity investments; loans and receivables; and available-for-sale.  Financial liabilities are classified as FVTPL or other temporary liabilities.  The carrying values of the Company’s financial instruments are classified into the following categories:

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 )

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

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.

The recorded amounts for amounts receivable and accounts payable and accrued liabilities approximate their fair value due to their short-term nature.  The Company’s cash and investment under the fair value hierarchy are measured using Level 1 inputs.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:   

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations.  The Company’s credit risk is primarily attributable to cash and amounts receivable.  Management believes that the credit risk concentration with respect to financial instruments included in cash and amounts receivable is remote.
 
Liquidity Risk

Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due.  The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations.  All of the Company’s financial liabilities are classified as current and are anticipated to mature within the next fiscal period.  The following table is based on the contractual maturity dates of financial assets and the earliest date on which the Company can be required to settle financial liabilities.
 
 
 
Page 15

 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)

 
14.           Financial Instruments and Risk Management (continued)

   
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 )

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.  These fluctuations may be significant.

 
(a)
Interest Rate Risk

The Company is exposed to interest rate risk to the extent that the cash bears floating rates of interest.  The interest rate risk on cash and on the Company’s obligations are not considered significant.

 
(b)
Foreign Currency Risk

The Company’s functional currency is the Canadian dollar and major transactions are transacted in Canadian Dollars and Swedish Kronors (“SEK”).  The Company maintains SEK bank accounts in Sweden to support the cash needs of its foreign operation.  Management believes the foreign exchange risk related to currency conversions are minimal and therefore does not hedge its foreign exchange risk.  At May 31, 2013, 1 Canadian Dollar was equal to 6.39 SEK.

Balances are as follows:

   
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 )

Based on the net exposures as of May 31, 2013 and assuming that all other variables remain constant, a 10% fluctuation on the Canadian Dollar against the Swedish Krona would result in the Company’s net loss to be approximately $8,000 higher (or lower).

 
 
Page 16

 
 
TASMAN METALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2013
(Unaudited - Expressed in Canadian Dollars)

 
14.           Financial Instruments and Risk Management (continued)

Capital Management

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration of mineral properties.  The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.  The Company defines capital that it manages as share capital, cash and cash equivalents and short-term investments.  The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.  Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.


15.           Supplemental Cash Flow Information

During the nine months ended May 31, 2013 and 2012 non-cash activities were conducted by the Company as follows:

     
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 )


 
 
 
 
 
 
 
 
Page 17
 
 
 


 
EX-99.2 3 exh99-2_mda.htm EXH 99-2 MDA exh99-2_mda.htm
 


 
 
 
 
 
 
 
 
 
 
EXHIBIT 99.2
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED MAY 31, 2013
 
 
 
 
 

 
 
 

 

TASMAN METALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED MAY 31, 2013



Background

This discussion and analysis of financial position and results of operation is prepared as at July 12, 2013 and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the nine months ended May 31, 2013 of Tasman Metals Ltd. (“Tasman” or “the Company”).  The following disclosure and associated financial statements are presented in accordance with International Financial Reporting Standards (“IFRS”).  Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis (“MD&A”) are quoted in Canadian dollars.  Additional information relevant to the Company’s activities, can be found on SEDAR at www.sedar.com .

Company Overview

The Company was incorporated under the laws of the Province of British Columbia on August 27, 2007.  On October 22, 2009 the Company completed a statutory amalgamation with Lumex Capital Corp. and Ausex Capital Corp. and the surviving corporation continued under the name of Tasman Metals Ltd.  On November 3, 2009 the Company commenced trading on the TSX Venture Exchange (“TSXV”) under the symbol “TSM”.  On December 2, 2011 the Company commenced trading on the NYSE MKT (formerly the NYSE AMEX) under the symbol “TAS”.

The Company is a junior resource company engaged in the acquisition and exploration of unproven rare earth elements (“REE”) and holds interests in iron ore properties in Scandinavia and is considered a development stage company.  As at May 31, 2013 the Company has not earned any production revenue, nor found proved reserves on any of its mineral interests.

Forward Looking Statements

Certain information included in this discussion may constitute forward-looking statements.  Forward-looking statements in this MD&A include, but are not limited to, statements with respect to: (i) the registration of the concessions comprising the various REE Projects; (ii) the market and future price of commodities; (iii) the timing, cost and success of future exploration activities, including, but not limited to, the Company’s proposed work programs; (iv) currency fluctuations; (v) requirements for additional capital; and (vi) changes in mineral resource estimates.  Forward-looking statements are based on current expectations and entail various risks and uncertainties.  These risks and uncertainties could cause or contribute to actual results that are materially different than those expressed or implied.  The Company disclaims any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Exploration Projects

As of the date of this MD&A the Company is the 100% owner of 113 claims and claim applications for strategic metals, including rare earth elements in Sweden and Finland and the owner of various interests in four iron ore exploration claims in the Kiruna district of Sweden.

REE Projects

Sweden

Tasman holds 17 claims in Sweden considered prospective for REEs.  Sweden is the home of REEs, many of which were first discovered in a quarry in the village of Ytterby, near Stockholm.  REE consumption is growing, being essential in the production of hybrid/electric cars, solar panels, wind turbines, compact florescent lighting, high-energy magnets, mobile phones and computers.  Tasman is well placed as the European Union is actively supporting policies to promote the domestic supply of REEs to secure high-tech industry.
 
 
-1-

 
 
 
Norra Kärr

Norra Kärr is located in southern Sweden, 300km SW of Stockholm and lies in farming and forestry land, well serviced by power, road, water and a local skilled community.

Norra Kärr is a zirconium and rare earth element enriched peralkaline (agpaitic) nepheline syenite intrusion which covers 350m x 1200m in area.  The deepest extents of the mineralized intrusion have not been delineated, but exceed 320m.  The rock units comprising the Norra Kärr intrusion are uncommon on a global scale, and include mineral phases that are comprised of or associated with REE’s, Zr, Nb, Y and Hf.  The most abundant intrusion present is grännaite, a medium grained syenite consisting of alkali feldspar, nepheline, aegirine, natrolite, eudialyte and catapleite.  Lesser units include lakarpite (arfvedsonite-albite nepheline syenite), pulaskite (microcline-arfvedsonite­albite nepheline syenite) and kaxtorpite (eckermannite-microcline-aegirine-pectolite-nepheline syenite).  Intervals of irregular coarse grained pegmatite schlieren with equivalent mineralogy to the grännaite are also commonly developed.

A first phase drilling by Tasman at Norra Kärr commenced in mid-December 2009 comprised 26 holes.  This first successful program was followed by two further phases for a total of 49 drill holes.  A fourth phase of drilling was commenced in early 2012, which infilled drilling to 50m sections, and a total of 121 holes have now been completed.

In March 2012 Tasman announced the positive technical and financial results achieved from the Preliminary Economic Assessment (“PEA”) of Norra Kärr.  Following a review by the BCSC a revised PEA was completed and submitted in July 2013.  The conclusions reached in the amended technical reports have not varied from those disclosed in the previously filed.  The PEA for Norra Kärr was completed by independent mining consultants Pincock, Allen & Holt (“PAH”) of Denver, Colorado (subsequently renamed RungePincockMincarco).  Metallurgical process design was completed by Mr. John Litz of JE Litz and Associates, Colorado, on the basis of data provided from process testing of Norra Kärr mineralization completed by SGS Canada Inc. (“SGS”) in Lakefield, Canada, and the Geological Survey of Finland (“GTK”) in Outokumpu, Finland.

PEA financial highlights included:
·     
$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.

The project is proximal to road, rail, power and operating ports, plus skilled personnel, minimizing the need for offsite infrastructure to be built by the Company.  Development of the project will occur as an open pit mine, with crushing, grinding, beneficiation and mineral dissolution occurring in the immediate vicinity of the pit.  High purity precipitates of a mixed rare earth carbonate concentrate and a zirconium carbonate concentrate will be produced.

A summary of the operating assumptions and financial model for Norra Kärr can be found in Tables 1 and 2 below:

Table 1: Norra Kärr Project, Annual Operating Summary

 
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%
 
 
-2-

 
 
 
 
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


Table 2: Norra Kärr Project, Summary of Projected Revenue, Expenditure and NPV

       
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  

For the purposes of the PEA and following a supply and demand study of the heavy REE market, PAH was requested to optimize the resource and pit that would allow for the production 6,000 - 7,000 tonnes of separated rare earth oxides per annum over an initial mine life of 20 years.  This production rate was chosen due the globally significant output of the heavy REE’s dysprosium, yttrium and terbium that will be produced from Norra Kärr under this scenario.

Using this production rate and duration guidance provided by Tasman, PAH produced a Whittle pit model to estimate the in-pit Canadian Institute of Mines (CIM) compliant Mineral Resource as provided in Table 3.

Table 3: Norra Kärr Project, “CIM” Compliant March 2012 “In-Pit” Mineral Resource1 Estimate
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.
 
 
-3-

 
 
 
Samples submitted by Tasman used with the resource calculation quoted above were analyzed by the ME-MS81 technique by ALS Chemex Ltd’s laboratories in Pitea, Sweden and Vancouver, Canada, where duplicates, repeats, blanks and known standards were inserted according to standard industry practice.  Where over-range for ME-MS81, Zr was determined using the ME-XRF10 technique.  The qualified person for the Company’s exploration projects, Mark Saxon, President and Chief Executive Officer of Tasman and a member of the Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists oversaw this data collection.  Metallurgical products produced during research by the GTK were analyzed by the XRF technique in the laboratories of Labtium Oy in Finland.  Labtium Oy is an independent consulting laboratory, fully accredited to industry standards.

During July 2012 Tasman submitted an application for a Mining Lease (“ML”) covering Norra Kärr.  Given Norra Kärr was virtually unknown as an REE project prior to Tasman’s first drilling program in December 2009, the application for a ML in such a short timeframe is notable.  In May 2013 the Swedish Mining Inspectorate (Bergsstaten) granted the Norra Kärr ML to Tasman.  A granted ML under the Swedish Mining Act is valid for 25 years, when it is available for renewal.  The application documents for the ML were prepared by independent consulting group Golder Associates AB.  Extensive environmental and social impact data was collected by consultants and assessed by the Swedish Mining Inspectorate for the granting of the ML.  Environmental baseline data was gathered over several years, recording flora and fauna, water quality in streams and lakes, the character of river, lake and soil sediments, and the biogeochemistry of local plants.  Archaeology of the region was studied, as was waste-rock and tailings composition, leaching character, and potential locations for future tailings storage.  Regular community meetings were held, and various local and regional government agencies were informed and consulted.  Tasman has been advised that the ML granted by the Swedish Mining Inspectorate (Bergsstaten) is currently under appeal from certain stakeholders.  The nature of the appeal shall determine the duration of the appeal process which may take up to twelve months.  The ML remains in full effect.

In November 2012 Tasman reported on optimization results from expanded metallurgical testing at Norra Kärr.  Test work was completed in Germany by ANZAPLAN (DORFNER Analysenzentrum und Anlagenplanungs-gesellschaft mbH) a member of the DORFNER group of companies, Germany’s leading supplier of industrial minerals.

Highlights of this work included:
·     
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;

Three bulk samples totaling approximately 1.2 tonnes were supplied to ANZAPLAN, representing the two major (PGT, GTM) and one minor mineralized material type (GTC) that comprise the Norra Kärr resource.  Each sample was composited from drill core collected across the deposit, and is considered very representative.  All previous metallurgical testing was performed on blended material combining all mineralized material types.  Mineralogical character and metallurgical behavior of each mineralized material type was tested, to constrain future processing considerations.  Geochemical character of each mineralized material type based on drilling information is given in Table 4.
Table 4:  Summary of Principal Mineralized Material Type Geochemistry from Average Drilling Data
   
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

 
-4-

 
Mineralogy

Mineral Liberation Analysis (MLA) was completed on 15 samples to identify mineralogy and liberation trends at a range of grain sizes.  MLA demonstrated that once crushed to 500 micron (0.5 mm) or less, based on the range and relative distribution of minerals present, all three mineralized material types are indistinguishable.  The principal REE-bearing mineral at Norra Kärr is eudialyte in all mineralized material types, which has a modal abundance of 7.8% and 6.7% in the major mineralized material types PTG and GTM respectively.  This simplicity and homogeneity of mineralized material is very encouraging, suggesting geological variation is unlikely to significantly influence metallurgical processing.

Consistent with previous research is the very low abundance of unidentified “other” minerals, at 2.4% or less, in all three mineralized material types.  While most REE projects display a complex range of REE-bearing minerals, REE’s at Norra Kärr are virtually entirely hosted by eudialyte, minimizing complexity in the processing flow sheet.

As eudialyte is soft relative to other mineral phases in the rock, MLA also highlighted that it reports with greater abundance in the finer grind fractions.  Additional sample from Norra Kärr is now with grinding equipment suppliers to test and optimize sizing behavior under various grind conditions.

Mineral Concentrate Tests

A range of mineral concentrate preparation tests were run by ANZAPLAN, based on the previously reported results achieved by the GTK in 2011.  The aim was to produce a mineral concentrate containing most or all of the eudialyte (so achieving high recovery), while discarding most of the un-mineralized gangue material (so achieving low sample mass).  Tests were run in parallel on the different mineralized material types, however no significant variation in results by mineralized material type were observed.  While magnetic separation and flotation were the focus of research, gravity, electrostatic and centrifuge methods were also applied, each of which achieved only poor eudialyte separation.

Magnetic Separation

Due to the paramagnetic behavior of eudialyte, magnetic separation performed very well under non-optimized conditions.  Numerous tests were completed which demonstrated the excellent magnetic extractability of both eudialyte and a common iron-bearing mineral aegirine.  Review of external publications suggest aegirine is not soluble under the acid conditions considered for hydrometallurgical processing of Norra Kärr mineralized material, and shall therefore be inert in a REE-leach circuit.  Example recoveries achieved with single pass (not re-circulated) WHIMS (wet high intensity magnetic separation) using the -100 micron fraction of representative Nora Kärr mineralized material are provided in Table 5.

Tasman is now focused on further improving the eudialyte concentrate quality by multiple stage magnetic separation and re-grinding methods that were successfully tested by GTK in earlier bench scale tests.

Table 5:  Recovery Associated With Magnetic Separation.
 
Mass
TREO Recovery
ZrO2 Recovery
Fe2O3 Recovery
-100/+20 micron fraction
53 %
97 %
71%
99 %
-20 micron fraction
23 %
80 %
41%
91 %

Flotation

Extensive flotation testing was also completed by ANZAPLAN.  While eudialyte does not appear amenable to efficient direct flotation, a commercially available flotation reagent at near-neutral pH was shown to be extremely effective in the selective removal of aegirine from eudialyte.

Aegirine is three times more abundant than eudialyte in typical mineralized material samples, therefore its removal greatly reduces the mass of the magnetic fraction.  Non-optimized test results indicate that approximately two thirds of the aegirine can be removed from the crushed sample prior to magnetic separation at a TREO recovery of 88%.  
 
 
-5-

 
 
 
Removal of this material prior to magnetic separation significantly improves quality of the eudialyte concentrate, with only a small loss of REE.

Combined Flotation and Magnetic Separation

Furthermore, ANZAPLAN has tested various scenarios combining flotation and magnetic separation.  One such combination proved extremely effective, where recovery for the total process was 82.2% of the yttrium oxide (Y2O3), 76.9% of the TREO and 49.7% ZrO2 in only 25.2% of the mineral mass.  Recovery of other heavy REE’s (Eu, Gd, Tb, Dy, Ho, Er, Tm, Yb, Lu) mirrors the recovery of Y2O3 in flotation and magnetic separation tests.

The relationship between flotation and magnetic separation, and the impact on operating and capital costs is now the subject of ongoing research.  A concentrate sample produced by flotation and magnetic separation has been supplied to a research partner for additional hydrometallurgical leach testing.

Minor research was also carried out by ANZAPLAN on the by-product materials.  While significant work remains to be undertaken, the feldspar/nepheline product removed as the “non-magnetic” fraction during magnetic separation has a bulk chemistry and sufficiently low iron content in line with the requirements of various European glass industries.

Tasman has now passed the research and process optimization role to the internal laboratories of magnetic separation equipment manufacturers Eriez Magnetics, Metso Minerals, Outotec and Allmineral.  This engagement ensures that recovery is optimized, and that the mine-scale equipment requirements of the Norra Kärr project are well understood by equipment manufacturers.

In March 2013, Tasman announced that the Company engaged ANSTO Minerals of Australia (ANSTO) to support the next stage of Tasman's hydrometallurgical testing program on Norra Kärr.  ANSTO is an Australian government owned research institution, widely acknowledged as the industry leader in all facets of REE mineral leaching, solution purification and precipitation. ANSTO has operated numerous large scale pilot and demonstration plants for REE.

ANSTO shall execute a series of leaching tests, extending and refining those completed to date by other laboratories. REE recoveries exceeding 80% have been achieved during previous tests using sulfuric acid under atmospheric temperature and pressure conditions.  This leach test program is designed to maximize the recovery of the heavy REE's, reduce acid consumption, and constrain all remaining leaching variables.  ANSTO has been provided with mineral concentrate prepared by Germany's ANZAPLAN.  The concentrate sample was prepared from drill core collected across the Norra Kärr deposit and is considered representative.  Results from this testwork will be reported as they become available.

Tasman has completed comminution (crushing and grinding) studies to characterize Norra Kärr mineralized material.  Work undertaken by Wardell Armstrong International in Truro, UK, showed milling conditions lay within a normal processing range, as provided below:

·    
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

These comminution results will enable the design of the crushing and grinding circuits.

Olserum

On October 13, 2011 Tasman announced the acquisition of a 100% interest in a new heavy rare earth element project in southern Sweden, located only 100km east of the Company’s flagship Norra Kärr project.  The Olserum project was purchased outright from a private UK registered company, Norrsken Energy Limited, for a total consideration of 37,746 fully paid shares in Tasman.

 
-6-

 
Olserum is located approximately 10km from the Baltic coast, 30km north of the town of Västervik and 200km SSW of Stockholm.  The project is secured by a granted exploration claim 1,100 Ha in size, and five surrounding exploration claims application 5,160 Ha in size.

The REE potential of the Olserum region was first identified by the Swedish Geological Survey (“SGU”) in the early 1990’s, when a number of REE anomalous samples were collected and assayed from several locations.  The presence of yttrium (“Y”) enriched outcrops associated with historic iron ore prospects was noted.  In 2003 the Swedish exploration company IGE claimed the area, concentrating on the iron ore workings at Olserum.  During 2004 and 2005 a total of 27 diamond drill holes were drilled by IGE, 24 of which targeted the REE potential.

Drilling discovered an REE mineralized zone 600m in length and up to 100m wide.  Drilling was performed on 40m spaced profiles with typically two holes on each profile.  Drilling results included:

Table 6:  Historical Drilling Results, Olserum

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
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

In late 2012, Tasman completed a 5 hole program completed at Olserum.  Five holes were drilled that totalled 997.0m to confirm previous drilling results and infill untested sections.  All holes intersected significant REE mineralization.  Best results returned from holes OLR12001 through OLR12005 are provided in Table 7:
 
Table 7:  Drilling Results from Tasman 2012 Program, Olserum
 
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

The Technical University of Freiberg (TU Bergakademie Frieberg) in Germany undertook petrological, MLA and microprobe research to identify REE bearing minerals within 18 samples taken from Olserum drill core.  Mineralogy was determined to be simple, with coarse to fine grained xenotime, monazite and rare apatite recognized as the host to all significant REE’s.

 
-7-

 
Using all available drilling data, the first CIM compliant independent resource estimate for Olserum was published in February 2013.  The resource estimate was prepared by consulting geologists at ReedLeyton Consulting Pty Ltd following site visits, core sampling and geological modeling.  Following a review by the BCSC a revised resource estimate was completed and submitted in July 2013.  The conclusions reached in the amended technical report have not varied from those disclosed in the previously filed.  Along with Norra Kärr, Olserum is the second of Tasman's resource-stage REE projects.

Mineral Resources were modelled applying six different TREO cut-off grades, with a base-case resource estimated using a TREO cut-off of 0.4% (Tables 8 and 9).  At this cut-off, Olserum hosts an Indicated Mineral Resource of 4.5 million tonnes grading 0.60% TREO and an Inferred Mineral Resource of 3.3 million tonnes grading 0.63% TREO, both with 34% of the TREO being the higher value HREO.  Table 10 and 11 provide the grade averages for rare earth oxides at the various cut-offs.

Table 8: Indicated Resource Estimate for the Olserum Deposit.
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
 

Table 9: Inferred Resource Estimate for the Olserum Deposit.
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
 
Notes:
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.

 
-8-

 
In order to demonstrate that the mineralization as estimated in the block model has a reasonable expectation of being mined at some time in the foreseeable future, ReedLeyton completed a mining optimisation exercise.  As the mining concept for the Olserum Deposit is currently surface mining, Whittle® software was used to generate a conceptual pit shell.  Notwithstanding the pit optimisation exercise, it has not resulted in an engineered and operational open-pit mine design.  Operating assumptions used for the Whittle® pit shell were based on the Preliminary Economic Assessment data from Tasman’s more advanced Norra Kärr REE project that lies 100km northwest of Olserum with similar grade and surface aspect.  The economic assumptions used to derive the optimised pit shell include:
·     
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

Overall, ReedLeyton considers these assumptions are fair for the purpose of determining reasonable prospects for economic extraction of the Olserum deposit but do not demonstrate that the mineralization is economic, since the exercise is not at the level of a Preliminary Economic Assessment and does not conform to the studies required for a Preliminary Economic Assessment.

The drill-defined Mineral Resource at Olserum begins at surface and is open at depth and to the east.  The resources comprise parallel bodies of mineralization, with lower grade intervening material, trending approximately east-west and dipping steeply to the north.  Host rock to mineralization is a biotite and amphibole bearing foliated quartzite, with veins and patches of magnetite.  It is interpreted that mineralization may represent heavy mineral sediments which have been subsequently metamorphosed and folded.

In 2005, previous claim owner IGE conducted an initial metallurgical test on a representative composite sample of drill core material.  The test showed that a simple combination of gravimetric and magnetic separation produced a mineral concentrate containing 14% rare earth oxide, recovering 60% of the REE’s.  This result is considered very promising for a preliminary non-optimized test on a heavy REE project.

As recommended by ReedLeyton Consulting, Tasman intends to advance the understanding of the project with additional metallurgical research.

Table 10: Indicated Resource Estimate Rare Earth Oxide Grade Averages for the Olserum Deposit.
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

Table 11: Inferred Resource Estimate Rare Earth Oxide Grade Averages for the Olserum Deposit.
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
 
 
-9-

 
 
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

Finland

In Finland, Tasman has a total of 96 claim applications.

Korsnäs 

As announced on February 3, 2010 the 100% owned claim applications cover and surround the historic Korsnäs mine.  The Korsnäs REE-Pb mine was operated as a mixed open pit and underground operation by Outokumpu Oy from 1959 and closed in 1972 due to falling Pb prices.  A REE concentrate was produced on site, proving the amenability of the mineralized material for processing and providing an excellent basis for Tasman’s future metallurgical research.  The historic mine site has excellent infrastructure, lying only 1km from the Baltic coast with an excellent all weather road network and a skilled and well serviced local community.

As announced June 11, 2012 the Korsnäs South project was acquired from arms-length Finnish party Magnus Minerals Oy, comprised of five claim applications securing approximately 1300 Ha.  These claims cover the southeastern prospective trend of the historic Korsnäs mine that is owned by Tasman.  Within the claim areas gained under this acquisition, clusters of several hundred REE-rich boulders and two REE-mineralized outcrops are known, with historic grades of up to 13% TREO.  Elevated REE grades in boulders have been recently confirmed by Tasman using handheld Niton XRF devices, which indicate the project to be strongly dominated by light REE’s.

No significant additional work has been completed.

Otanmäki

The Otanmäki project secures for Tasman two REE - niobium (Nb) - zirconium (Zr) prospects, named Katajakangas and Kontioaho.  A total of 59 diamond drill holes for a total of 8,862 metres have been drilled within the claimed area.  Katajakangas and Kontioaho were discovered in 1982, following the identification of REE-bearing boulder trains by the GTK.  The discoveries were followed up with various geochemical and geophysical methods, and with drill testing by Rautaruukki Oy between 1983 and 1985.  The REE mineralized horizon at Katajakangas was located by drilling in 1983, and at Kontioaho the year after.  Tasman has access to all previous publically available exploration data and drill core from GTK and Rautaruukki Oy.

To facilitate exploration at Otanmäki, on October 5, 2010 the Company announced the completion of a 1300 line km airborne magnetic and radiometric survey.  The survey was conducted by Precision GeoSurveys Inc. of Vancouver, Canada, with flight line spacing a combination of 50 and 100 metres, and an aircraft elevation of 40 metres.  The detailed helicopter-borne survey measured total field magnetic intensity and radiometric data consisting of uranium, thorium, and potassium.

The Company completed a drilling program at Otanmäki during early 2011 with 12 holes drilled to identify extensions to known mineralization and test new areas of anomalism identified by the airborne radiometric and magnetic survey.

Siilinjärvi

The Siilinjärvi project was also purchased from Magnus Minerals Oy as announced June 11, 2012.  The project consists of two claim applications totaling 450 ha covering outcrops of alkaline intrusive and carbonatite, rock units which are elsewhere known to host REE mineralization.

Laivajoki

The Laivajoki project was purchased from Magnus Minerals Oy as announced June 11, 2012 where a single 390 ha claim covers a 300 m x 4 km carbonatite intrusion that lies on a major structural boundary between mafic volcanics and granite, approximately 100 km southeast of the city of Rovaniemi.

 
-10-

 
Iron Projects

Tasman retains minority interest in four claims following the joint venture of iron ore projects to an Australian Stock Exchange listed company.  Tasman retains a 2% net smelter royalty on two claims following the sale of iron ore projects to a London Stock Exchange listed company.

Qualified Person

The qualified person for Tasman’s projects, Mr. Mark Saxon, the Company’s President and Chief Executive Officer, a member of the Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists, has reviewed and verified the contents of this document.

Selected Financial Data

The following selected financial information is derived from the unaudited condensed consolidated interim financial statements of the Company prepared in accordance with IFRS.

 
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  

Results of Operations

During the nine months ended May 31, 2013 (the “2013 period”), the Company incurred a net loss of $4,028,636 ($0.07 per share), a decrease in loss of $4,270,638, compared to a net loss of $8,299,274 ($0.14 per share) for the nine months ended May 31, 2012 (the “2012 period”).  The decrease in loss during the 2013 period was attributed to a decrease in share-based compensation of $3,246,154 from $3,900,859 in the 2012 period to $654,705 in the 2013 period.

As the Company is in the exploration stage of investigating and evaluating its unproven mineral interests, it has no revenue.

Excluding share-based compensation, general and administrative expenses decreased by $85,675 from $1,845,017 during the 2012 period to $1,759,342 during the 2013 period.  Specific general and administrative expenses of note during the 2013 period are as follows:

·     
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;
 
 
-11-

 
 
 
·     
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.

During the 2013 period the Company recorded $654,705 (2012 - $3,900,859) for share-based compensation comprised of $154,000 (2012 - $3,537,250) for the immediate vesting of 230,000 (2012 - 2,420,000) share options granted and $9,475 (2012 - $363,609) for vesting of options granted in prior periods.  In addition the Company recorded $491,230 (2012 - $nil) for share-based compensation on the re-pricing of 1,706,500 share options.

During the 2013 period the Company received $301,250 (2012 - $620,642) from the exercise of warrants and share options for 1,250,000 (2012 - 1,052,947) common shares.

During the 2013 period the Company issued 30,000 (2012 - 37,746) common shares of the Company to acquire exploration and evaluation assets.

Interest income generated in the 2013 period was $76,242, a decrease of $41,642 from $117,884 earned in the 2012 period.  The decrease in income in the 2013 period was due solely to reduced levels of cash compared to the 2012 period.  The Company only holds its cash in chequing accounts, savings accounts or cashable guaranteed investment certificates (“GICs”) issued by major Canadian financial institutions.

Exploration activities decreased by $913,136, from $1,689,719 in the 2013 period as compared to $2,602,855 in the 2012 period.  During the 2013 period the Company incurred a total of $1,463,719 (2012 - $2,438,213) attributed to Norra Kärr.  See also “Exploration Projects”.

Financial Condition / Capital Resources

As at May 31, 2013, the Company had working capital of $6,241,592.  The Company believes that it currently has sufficient financial resources to conduct anticipated exploration programs and meet anticipated corporate administration costs for the upcoming twelve month period.  However, exploration activities may change due to
 
 
-12-

 
 
ongoing results and recommendations, or the Company may acquire additional properties, which may entail significant funding or exploration commitments.  In the event that the occasion arises, the Company may be required to obtain additional financing.  The Company has relied solely on equity financing to raise the requisite financial resources.  While it has been successful in the past, there can be no assurance that the Company will be successful in raising future financing should the need arise.

Contractual Commitments

The Company has no contractual commitments.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Proposed Transactions

The Company does not have any proposed transactions.

Critical Accounting Estimates

Critical Judgements and Sources of Estimation Uncertainty

The preparation of financial statements in conformity with IFRS 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 expenditures during the reporting period.  Examples of significant estimates made by management include estimating the fair values of financial instruments, valuation allowances for deferred income tax assets and assumptions used for share-based compensation.  Actual results may differ from those estimates.

A detailed summary of all the Company’s significant accounting policies is included in Note 3 to the August 31, 2012 annual consolidated financial statements.

Changes in Accounting Policies

There are no changes in accounting policies.

Transactions with Related Parties

A number of key management personnel hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities.  Certain of these entities transacted with the Company during the reporting period.

(a)           Transactions with Key Management Personnel

During the nine months ended May 31, 2013 and 2012 the following amounts were incurred with respect to the Company’s President, Vice-President of Corporate Development and Chief Financial Officer (“CFO”):

     
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  

As at May 31, 2013, $3,000 (2012 - $2,500) of the above amounts remained unpaid and has been included in accounts payable and accrued liabilities.

 
-13-

 
The Company has a management agreement with the President, which provides that in the event the President’s services are terminated without cause or upon a change of control of the Company, a termination payment of two years of compensation, at $13,500 per month, is payable.  If the termination had incurred on May 31, 2013, the amount payable under the agreement would be $324,000.

(b)           Transactions with Other Related Parties

 
(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  

As at May 31, 2013, $16,000 (2012 - $26,500) of the above amounts remained unpaid and has been included in accounts payable and accrued liabilities.

 
(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.

Risks and Uncertainties

The Company competes with other mining companies, some of which have greater financial resources and technical facilities, for the acquisition of mineral concessions, claims and other interests, as well as for the recruitment and retention of qualified employees.

The Company is in compliance in all material regulations applicable to its exploration activities.  Existing and possible future environmental legislation, regulations and actions could cause additional expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted.  Before production can commence on any properties, the Company must obtain regulatory and environmental approvals.  There is no assurance that such approvals can be obtained on a timely basis or at all.  The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations.

The Company’s material mineral properties are located in Scandinavia and consequently the Company is subject to certain risks, including currency fluctuations which may result in the impairment or loss of mining title or other mineral rights, and mineral exploration and mining activities may be affected in varying degrees by governmental regulations relating to the mining industry.

Investor Relations Activities

The Company maintains a website at www.tasmanmetals.com .  The Company retained Mining Interactive Corp. (“Mining Interactive”) to provide market awareness and investor relations activities under which the Company paid
 
 
-14-

 
 
Mining Interactive $3,500 per month for such services.  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.  All investor relations activities are now conducted by in-house personnel.

Outstanding Share Data

The Company’s authorized share capital is unlimited common shares without par value.  As at July 12, 2013, there were 60,850,982 outstanding common shares, 3,781,500 share options outstanding with exercise prices ranging from $0.66 to $4.22 per common share and 2,090,667 warrants outstanding with an exercise price of $1.85 per common share.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to permit timely decisions regarding public disclosure.

Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that the Company’s disclosure controls and procedures, as defined in National Instrument 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings (“52-109”), are effective to ensure that the information required to be disclosed in reports that are filed or submitted under Canadian Securities legislation are recorded, processed, summarized and reported within the time period specified in those rules.  In conducting the evaluation it has become apparent that management relies upon certain informal procedures and communication, and upon “hands-on” knowledge of senior management.  Management intends to formalize certain of its procedures.  Due to the small staff, however, the Company will continue to rely on an active Board and management with open lines of communication to maintain the effectiveness of the Company’s disclosure controls and procedures.  Lapses in the disclosure controls and procedures could occur and/or mistakes could happen.  Should such occur, the Company will take whatever steps necessary to minimize the consequences thereof.

Internal Controls and Procedures over Financial Reporting

Management is also responsible for the design of the Company’s internal control over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards.

In the course of evaluating internal controls over financial reporting as at May 31, 2013, management has identified the following reportable deficiencies:

(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.

It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met.  The control framework the officers used to design the Company’s internal control over financial reporting is the Internal Control - Integrated
 
 
-15-

 
 
Framework (“COSO Framework”) published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

The Company is required to disclose herein any change in the Company’s internal control over financial reporting that occurred during the period beginning on March 1, 2013 and ending on May 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.  No material changes in the Company’s internal control over financial reporting were identified during such period that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-16-
 
 
 

 


EX-99.3 4 exh99-3_certification.htm EXH 99-3 CERTIFICATION OF CEO exh99-3_certification.htm
 


 
 
 
 
 
 
 
 
EXHIBIT 99.3
 
CERTIFICATION OF INTERIM FILINGS BY CEO
 
 
 
 

 
 
 

 

Form 52-109F2

Certification of Interim Filings
Full Certificate
 

I, Mark Saxon, Chief Executive Officer, of Tasman Metals Ltd., certify the following:
 
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.

-1-
 
 

 

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.


Date:  July 12, 2013


“Mark Saxon”                                    
Mark Saxon
Chief Executive Officer
 
 
 
 
 
 
 
-2-
 
 
 


 
EX-99.4 5 exh99-4_certification.htm EXH 99-4 CERTIFICATION OF CFO exh99-4_certification.htm
 


 
 
 
 
 
 
 
 
 
 
EXHIBIT 99.4
 
CERTIFICATION OF INTERIM FILINGS BY CFO
 
 
 
 
 
 

 
 
 

 

Form 52-109F2

Certification of Interim Filings
Full Certificate
 

I, Nick DeMare, Chief Financial Officer, of Tasman Metals Ltd., certify the following:
 
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.
 
-1-

 
 

 

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.


Date:  July 12, 2013


“Nick DeMare”                                 
Nick DeMare
Chief Financial Officer
 
 
 
 
 
 
 
 
 
-2-