EX-99.1 2 exhibit1.htm EX-99.1 Exhibit  EX-99.1

NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)

Unaudited interim consolidated financial statements of
North American Nickel Inc. (formerly Widescope Resources Inc.) (the “Corporation”)
for the period ended June 30, 2010.

1

NATIONAL INSTRUMENT 51-102 NOTICE

Attached are the unaudited interim consolidated financial statements of North American Nickel Inc.
(formerly Widescope Resources Inc.) (the “Corporation”) for the period ended June 30, 2010. The
Corporation’s auditor has not reviewed the attached financial statements.

NORTH AMERICAN NICKEL INC.

“signed”
Douglas E. Ford
Director

August 27, 2010

2

                     
NORTH AMERICAN NICKEL INC.        
(formerly Widescope Resources Inc.)        
(An Exploration Stage Company)        
INTERIM CONSOLIDATED BALANCE   SHEETS        
AS AT JUNE 30, 2010                
(Expressed in Canadian Dollars)        
 
      June 30,   December 31,
 
        2010       2009  
 
                   
 
  ASSETS  
 
CURRENT
 
 
 
Cash
      $ 953,084     $ 16,515  
Marketable securities (Note 3)
        -       62,500  
GST receivable
        7,480       4,197  
Share subscription receivable
        39,000    
 
                   
 
        999,564       83,212  
MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS
(Note 4)
 
  131,152

  101,000

 
                   
 
      $ 1,130,716     $ 184,212  
 
                   
 
  LIABILITIES  
 
CURRENT
 
 
 
Accounts payable and accrued liabilities (Note 6)
      $ 159,653     $ 185,747  
NON-CONTROLLING INTEREST (Note 4)
          53,249  
SHAREHOLDERS’ EQUITY
               
SHARE CAPITAL — PREFERRED (Note 7)
        604,724       604,724  
SHARE CAPITAL — COMMON (Note 7)
        14,135,609       13,044,609  
SHARE SUBSCRIPTIONS
        141,000    
CONTRIBUTED SURPLUS
        53,344       53,344  
DEFICIT
        (13,963,614 )     (13,781,986 )
ACCUMULATED OTHER COMPREHENSIVE LOSS
          24,525  
 
                   
 
        971,063       (54,784 )
 
                   
 
      $ 1,130,716     $ 184,212  
 
                   
Nature and Continuance of Operations (Note 1)
 
 
 
Subsequent Events (Note 11)
 
 
 
Approved by the Board:
 
 
 
______________________________   ______________________________        
Rick Mark
  Edward D. Ford  
 

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

                                         
    NORTH AMERICAN NICKEL INC.                
    (formerly Widescope Resources Inc.)                
    (An Exploration Stage Company)                
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS        
    FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2010    
    (Unaudited - Prepared by Management)    
    (Expressed in Canadian Dollars)    
    Three Month Period Ended   Six Month Period Ended
            June 30,           June 30,
    2010       2009   2010   2009
EXPENSES
                                       
General and administrative
  $ 180,237             $ 13,251     $ 187,378     $ 30,226  
Mineral property and deferred exploration costs impairment (Note 4)
    91,000                     91,000        
 
                                       
Loss before other item
    (271,237 )             (13,251 )     (278,378 )     (30,226 )
Other item:
                                       
Write-off of equipment (Note 5)
                  (716 )           (716 )
 
                                       
Income (loss) from operations
    (271,237 )             (13,967 )     (278,378 )     (30,942 )
Sale of investment gain/(loss)
    94,534               2,459       96,749       4,621  
 
                                       
Net loss
    (176,702 )             (11,508 )     (181,628 )     (26,321 )
 
                                       
Basic and diluted loss per share
  $ (0.03 )           $ (0.00 )   $ (0.03 )   $ (0.00 )
 
                                       
Weighted average shares outstanding
    5,877,994               10,883,452       5,661,067       10,883,452  
 
                                       
COMPREHENSIVE LOSS
                                       
Net Loss
    (176,702 )             (11,508 )     (181,628 )     (26,321 )
Unrealized loss on marketable securities
                  (25,000 )           (25,000 )
 
                                       
COMPREHENSIVE LOSS
    (176,702 )             (36,508 )     (181,628 )     (51,321 )
 
                                       

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

                                 
    NORTH AMERICAN NICKEL INC.        
    (formerly Widescope Resources Inc.)        
    (An Exploration Stage Company)        
INTERIM CONSOLIDATED STATEMENTS OF DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE LOSS
    FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2010        
    (Unaudited - Prepared by Management)        
    (Expressed in Canadian Dollars)        
    Three Month Period Ending   Six Month Period Ending
    June 30,   June 30,
    2010   2009   2010   2009
DEFICIT
                               
Deficit, beginning of period
  $ (13,786,912 )   $ (13,679,154 )   $ (13,781,986 )   $ (13,664,341 )
Net loss
    (176,702 )     (11,508.00 )     (181,628 )     (26,321 )
 
                               
Deficit, end of period
  $ (13,963,614 )   $ (13,690,662 )   $ (13,963,614 )   $ (13,690,662 )
 
                               
ACCUMULATED OTHER COMPREHENSIVE INCOME
                       
Balance, beginning of period
  $ 13,080     $     $ 24,525     $  
Unrealized gain/(loss) on available for sale marketable securities
    (13,080 )     (25,000 )     (24,525 )     (25,000 )
 
                               
ACCUMULATED OTHER COMPREHENSIVE LOSS, ENDING
  $ -     $ (25,000 )   $ -     $ (25,000 )
 
                               

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

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    NORTH AMERICAN NICKEL INC.                
    (formerly Widescope Resources Inc.)                
    (An Exploration Stage Company)                
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS        
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2010        
    (Unaudited - Prepared by Management)    
    (Expressed in Canadian Dollars)    
    Three Month Period Ended   Six Month Period Ended
    June 30,   June 30,
    2010   2009   2010   2009
OPERATING ACTIVITIES
                               
Net loss
  $ (176,702 )   $ (11,508 )   $ (181,628 )   $ (26,321 )
Items not affecting cash
                               
Sale of investment
    (65,665 )     (2,459 )     (67,880 )     (4,621 )
Amortization
                      58  
Write-off of equipment
          716             716  
Impairment of mineral properties
    91,000             91,000        
 
                               
 
    (151,367 )     (13,251 )     (158,507 )     (30,168 )
Changes in non-cash working capital items:
                               
Receivables
    (2,433 )     (580 )     (3,283 )     (1,426 )
Accounts payable and accrued liabilities
    113,042       8,267       105,905       8,008  
 
                               
Cash used in operations
    (40,758 )     (5,564 )     (55,885 )     (23,586 )
 
                               
FINANCING ACTIVITIES
                               
Proceeds on issuance of common shares
    1,061,000             1,061,000        
 
                               
INVESTING ACTIVITIES
                               
Expenditures on mineral properties
    (121,152 )     10,000       (121,152 )     10,000  
Proceeds from sale of investment
    52,606             52,606        
 
                               
Cash from investing activities
    (68,546 )     10,000       (68,546 )     10,000  
 
                               
INCREASE (DECREASE) IN CASH
    951,696       4,436       936,569       (13,586 )
Cash — beginning
    1,388       22,639       16,515       40,661  
 
                               
Cash — ending
  $ 953,084     $ 27,075     $ 953,084     $ 27,075  
 
                               
See supplemental cash-flow information - note 11
                               

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

                                                 
NORTH AMERICAN NICKEL INC.            
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2010            
CONSOLIDATED SCHEDULE OF MINERAL PROPERTY COSTS            
                                            Period Ended: June
            30, 2010
    Pinefalls Gold                    
    Property   Post Creek Property   Woods Creek Property   Halcyon Property   Bell Lake Property   Total
Mineral Properties Acquisition
                                               
 
  $                                            
Balance, December 31, 2009
        $ 7,500     $ 2,500     $     $     $ 10,000  
 
                                               
Acquisition costs — cash
          12,500       7,500       15,000       25,000       60,000  
Acquisition costs — Shares
                                   
Impairment
                                   
 
                                               
 
  $                                            
Balance, June 30, 2010
        $ 20,000     $ 10,000     $ 15,000     $ 25,000     $ 70,000  
 
                                               
Expenditures (recoveries)
                                               
Balance, December 31, 2009
  $ 91,000     $     $     $     $     $ 91,000  
Administration
          140                         140  
Automobile costs
          3,836                         3,836  
Consulting services
          44,296                         44,296  
Equipment and supplies
          165                         165  
Equipment rental
          9,725                         9,725  
Shipping and printing costs
          2,581                         2,581  
 
                                               
 
          60,742                   410       61,152  
Impairment
    (91,000 )                             (91,000 )
 
                                               
 
    (91,000 )     60,742                   410       (29,848 )
 
                                               
Balance, June 30, 2010
          60,742                   410       61,152  
 
                                               
 
  $                                            
Total, Balance June 30, 2010
        $ 80,742     $ 10,000     $ 15,000     $ 25,410     $ 131,152  
 
                                               

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

1. Nature and Continuance of Operations

North American Nickel Inc. (formerly Widescope Resources Inc.) (the “Company”) was incorporated on September 23, 1983. The Company changed its name from Widescope Resources Inc. to North American Nickel Inc. effective April 19, 2010 (Note 12). The Company’s principal business activity is the exploration of natural resource properties. During the period, the Company entered into an agreement to option out certain of its mineral claims and allowed certain other mineral claims to lapse (Note 4). The Company is currently seeking opportunities to acquire other mineral properties or enter into additional mineral property option agreements.

Effective April 19, 2010, the Company also consolidated its share capital on a 2:1 basis, whereby each two old shares are equal to one new share and increased its authorized capital from 100,000,000 common shares without par value to an unlimited number of common shares without par value (Note 11). All references to common shares, stock options, warrants and weighted average number of shares outstanding in these consolidated financial statements reflect the share consolidation unless otherwise noted.

The Company’s principal business activity is the exploration and development of mineral properties in Canada, The Company has not yet determined whether these properties contain ore reserves that are economically recoverable.

The recoverability of amounts shown for mineral property costs is dependent upon a number of factors including environmental risk, legal and political risk, the existence of economically recoverable mineral reserves, confirmation of the Company’s interests in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete exploration and development, and to attain sufficient net cash flow from future profitable production or disposition proceeds.

The financial statements have been prepared under the assumption the Company is a going concern. The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations. To date, the Company has not generated profitable operations from its resource activities and will need to invest additional funds in carrying out its planned exploration, development and operational activities. As a result, additional losses are anticipated prior to obtaining a level of profitable operations. The Company has working capital of $839,911 at June 30, 2010 (December 31, 2009 year-end $102,535) and has accumulated a deficit of $13,963,614 (December 31, 2009 year-end $13,781,986).

      When managing capital, the Company’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management adjusts the capital structure as necessary 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 team to manage its capital.

The properties in which the Company currently has an interest are in the exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. 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.

2.   Significant Accounting Policies

Basis of presentation
These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

2. Significant Accounting Policies – cont’d

Basis of consolidation
These financial statements have been prepared on a consolidated basis and include the accounts of the Company and its 65.42% owned subsidiary, Outback Capital Inc. dba Pinefalls Gold (“PFG”). All intercompany balances and transactions have been eliminated on consolidation. On April 7, 2010, the Company entered into a Stock Purchase Agreement whereby it has agreed to sell its entire interest in Outback to an arms length party for cash consideration equivalent to the calculated book value of the Company’s holding at the date of closing which eliminates the consolidation on the current reporting period.

Estimates, assumptions and measurement uncertainty
The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Areas requiring significant use of estimates by management relate to going concern assessments, determining the carrying value of mineral properties, determining the fair values of marketable securities, asset retirement obligations and financial instruments and tax rates used to calculate future income tax balances.

Equipment
Equipment is recorded at cost. Amortization is calculated using the following annual rate, which is estimated to match the useful lives of the asset:

Computer hardware 30% declining balance

Mineral properties and deferred exploration costs
The cost of mineral properties and related exploration costs are deferred until the properties are placed into production, sold, abandoned or until management has determined that an impairment has occurred. Carrying costs will be amortized over the useful life of the properties following the commencement of commercial production, or written off if the properties are sold abandoned, allowed to lapse, or if management has otherwise determined that the carrying value of a property is not recoverable and should be impaired. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. It is reasonably possible that economically recoverable reserves may not be discovered, and accordingly a material portion of the carrying value of mineral properties and related deferred exploration costs could be written off. Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the common industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected title defects.

The amounts shown for mineral properties and deferred exploration costs represent costs incurred to date, net of impairments, and do not necessarily represent present or future values which are entirely dependent upon economic production or recovery from disposal.

Asset retirement obligations
The Company follows the provisions of the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3110, “Asset Retirement Obligations”, which requires the estimated fair value of any asset retirement obligations to be recognized as a liability in the period in which the related environmental or retirement liability can be reasonably established and measured. The present value of the associated future costs when measureable is recorded as a liability and added to the cost of the related property and amortized over the estimated remaining life. As of June 30, 2010 and 2009 the Company has not incurred and is not aware of any significant asset retirement obligations in respect of its mineral exploration properties.

4

2. Significant Accounting Policies cont’d

Impairment of long-lived assets
The Company follows the recommendations of the CICA Handbook Section 3063, “Impairment of Long-Lived Assets”. Section 3063 establishes standards for recognizing, measuring and disclosing impairment of long-lived assets held for use. The Company conducts its impairment test on long-lived assets when events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is recognized when the carrying amount of an asset to be held and used exceeds the undiscounted future net cash flows expected from its use and disposal. If there is impairment, the impairment amount is measured as the amount by which the carrying amount of the asset exceeds its fair value, calculated using expected discounted cash flows when independent or quoted market prices are not available.

Financial instruments

The Company adopted the CICA Handbook Sections 3855, “Financial Instruments – Recognition and Measurement”; Section 3856, “Hedges”; Section 3862, “Financial Instruments – Disclosures” and Section 3863 “Financial Instruments Presentation”. Section 3855 prescribes when a financial instrument is to be recognized on the balance sheet and at what amount. Under Section 3855, financial instruments must be classified into one of five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets, or other financial liabilities. All financial instruments, including derivatives, are measured at the balance sheet date at fair value except for loans and receivables, held-to-maturity investments, and other financial liabilities which are measured at amortized cost. Section 3862 and Section

3863 replace Section 3861, “Disclosure and Presentation” and revise and enhance disclosure requirements while carrying forward presentation requirements. The Company’s financial instruments consist of cash, receivables, marketable securities, and accounts payable. Cash is measured at face value, representing fair value and classified is held for trading. Receivables are measured at amortized cost and classified as loans and receivables. Marketable securities are classified as available-for-sale and measured at fair value at each reporting period with fair value being determined by quoted market price of the securities. Unrealized gains and losses from available-for-sale instruments are recognized in other comprehensive income (loss) during the period. Accounts payable are measured at amortized cost and classified as other financial liabilities.

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values unless otherwise noted.

The Company has determined that it does not have derivatives or embedded derivatives.

The Company does not use any hedging instruments.

Comprehensive income (loss)
Effective January 1, 2007, the Company adopted the CICA Handbook Section 1530, “Comprehensive Income”. Comprehensive income (loss) is defined as the change in equity from transactions and other events from non-owner sources. Section 1530 establishes standards for reporting and presenting certain gains and losses not normally included in net income or loss, such as unrealized gains and losses related to available for sale securities and gains and losses resulting from the translation of self-sustaining foreign operations, in a statement of comprehensive income (loss).

For all periods presented through December 31, 2008, the Company has no items required to be reported in comprehensive loss. Commencing in the 2009 calendar year, the Company recognized in comprehensive income for the period, its proportionate share of an unrealized gain on marketable securities.

5

2. Significant Accounting Policies cont’d

Loss per share
The loss per share figures are calculated using the weighted average number of shares outstanding during the respective fiscal periods on a post-consolidation basis. The calculation of loss per share figures using the treasury stock method considers the potential exercise of outstanding share purchase options and warrants or other contingent issuances to the extent each option, warrant or contingent issuance was dilutive. For all periods presented, diluted loss per share is equal to basic loss per share as the potential effects of options, warrants and conversions are anti-dilutive.

Income taxes
The Company accounts for income taxes using the asset and liability method, whereby future tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying values of the asset and liabilities and their respective income tax bases. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on future income taxes and liabilities of a change in rates is included in operations in the period that includes the substantive enactment date. Where the probability of a realization of a future income tax asset is more likely than not, a valuation allowance is recorded.

Stock-based compensation
The Company follows the CICA Handbook Section 3870, “Stock-based Compensation and Other Stock-based Payments,” which recommends the fair value method of valuing all grants of stock options. The estimated fair value of the stock options is recorded as compensation expense over the vesting period or at the date of grant if the options vest immediately, with the offset recorded in contributed surplus. The fair
value of options granted is estimated at the date of grant using the Black-Scholes option pricing model incorporating assumptions regarding risk-free interest rates, dividend yield, volatility factor of the expected market price of the Company’s stock, and a weighted average expected life of the options. Any consideration paid on the exercise of stock options is credited to share capital.

Accounting changes
CICA Handbook Section 1506, “Accounting Changes,” establishes criteria for changes in accounting policies, accounting treatment and disclosure regarding changes in accounting policies, estimates and corrections of errors. In particular, this section allows for voluntary changes in accounting policies only when they result in the financial statements providing reliable and more relevant information. This section requires changes in accounting policies to be applied retrospectively unless doing so is impracticable.

Capital disclosure
CICA Handbook Section 1535 “Capital Disclosure”, specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as a capital; (iii) whether the entity has not complied with any capital requirements; and (iv) if it has not complied, the consequences of such noncompliance. The Company has included disclosures recommended by this section in Note 9 to these financial statements.

General standards for financial statement presentation

In June 2007, the CICA modified section 1400 “General Standards of Financial Statement Presentation” in order to require that management make an assessment of the Company’s ability to continue as going concern over a period which is at least, but not limited to, twelve months from the balance sheet date. The Company has included this required disclosure in Note 1 to these financial statements.

6

2. Significant Accounting Policies cont’d

Credit risk and the fair value of financial assets and financial liabilities
In January 2009, the CICA approved EIC 173, “Credit Risk and the Fair Value of Financial Assets and Liabilities”. This guidance clarified that an entity’s own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities including derivative instruments. The implementation of the recommendations of this section has not had a material impact on the Company’s financial statements.

Mining exploration costs
In March 2009 the CICA approved EIC 174, “Mining Exploration Costs”. The guidance clarified that an enterprise that has initially capitalized exploration costs has an obligation in the current and subsequent accounting periods to test such costs for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The implementation of the recommendations of this new section has not had a material impact on the Company’s financial statements.

Recent accounting pronouncements

International Financial Reporting Standards (“IFRS”)
In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian generally accepted accounting principles with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own generally accepted accounting principles. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS has not been estimated at this time.

Consolidated Financial Statements and Non-controlling Interests
In January 2009, the CICA issued Section 1601, “Consolidated Financial Statements”, and Section 1602, “Noncontrolling Interests”, which together replace the existing Section 1600, “Consolidated Financial Statements”, and provide the Canadian equivalent to International Accounting Standard 27, “Consolidated and Separate Financial Statements (January 2008)”. The new sections will be applicable to the Company on January 1, 2011. Section 1601 establishes standards for the preparation of consolidated financial statements, and Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. The Company is assessing the impact, if any, of the adoption of these new sections on its consolidated financial statements.

Other accounting pronouncements issued by the CICA with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

3. Marketable Securities

As at March 31, 2010, PFG held 500,000 shares of Cougar Minerals Corp. (“Cougar”), a company listed on the TSX Venture Exchange (Note 4). At initial recognition, each share was recorded at a fair value of $0.05. As at March 31, 2010 the closing price of Cougar’s shares was $0.09 per share with a total fair value of $45,000. The Company classifies the investment as available-for-sale. The Company’s portion of the unrealized gain on the shares of Cougar was recorded in other comprehensive income and the remaining portion is included in the balance of non-controlling interest as at March 31, 2010. On April 7, 2010, the Company agreed to sell its entire interest in Outback resulting no marketable securities to report on a fair value.

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4. Mineral Properties

Mineral properties summary

Title to mining properties involves certain inherent risks due to the difficulties of determining the validity of certain claims, as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mining properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing.

      During the six month period ending June 30, 2010 the Company had $61,152 in property expenditures as detailed in the above exploration schedule.

      At June 30, 2010, the Company held an interest in the following mineral properties:

(a) Pinefalls Gold Property

In April 2005, the Company entered into a subscription agreement to invest into PFG, a private Alberta exploration company with mining claims comprising the Pinefalls Gold Property, located in the Bissett area of Manitoba. Pursuant to the completion of the subscription agreement and a share exchange agreement, the Company acquired the net assets of PFG including an interest the Pinefalls Gold Property valued at $319,306. The Company holds a 65.42% interest in PFG, effective June 30, 2006.

During the year ended December 31, 2009, certain mineral claims comprising the Pinefalls Gold Property were allowed to lapse, and mineral rights to those claims reverted to the Province of Manitoba.

On April 6, 2009 PFG entered into an Option and Purchase and Sale Agreement (the “Agreement”) with Cougar whereby Cougar was granted an option to purchase the remaining claims comprising the Pinefalls Gold Property for the following consideration:

    $10,000 in cash (received) and 500,000 common shares (received; fair value of $25,000) upon execution of the Agreement;

     
-
-
-
 
an additional $25,000 before April 30, 2010;
an additional $50,000 before April 30, 2011;
an additional $70,000 before April 30, 2012.

During the year ended December 31, 2009, the Company incurred $Nil (2008 — $6,490) in deferred exploration costs and recorded $79,000 (2008 — $145,445) in impairment provisions on the Pinefalls Gold Property. The basis of the impairment was to reflect the net estimated recoverable value of the Pinefalls Gold Property, based on anticipated future cash flows.

The Pinefalls Gold Property is subject to a 2% royalty based on the gross cash proceeds received from the sale of minerals, less the cost of smelting, refining, freight, insurance and other related costs, and the cost of marketing and sale of minerals derived. The royalty will be calculated on a cumulative basis and will be payable in cash by the Company within 180 days of each fiscal year end of the Company.

On April 7, 2010, the Company sold its entire interest in Outback for cash consideration equivalent to the calculated book value of the Company’s holding which resulted in the Company reporting a $91,000 impairment of the Pinefalls Gold Property.

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4. Mineral Properties cont’d

Post Creek

On December 23, 2009 the Company executed a letter of intent whereby the Company would have an option to acquire the mineral claim known as the Post Creek Property located within the Sudbury Mining District of Ontario. The Company paid a non-refundable deposit of $7,500. On April 5, 2010 the Company entered into an option agreement to acquire rights to Post Creek Property. In order to acquire 100% working interests in the property, subject to certain net smelter return royalties (“NSR”) and advance royalty payments the Company agreed to the following consideration:

                             
                        Exploration
Date   Payment   Issuance of shares       Requirements
On or before April 5, 2010
  $ 12,500       400,000     paid & not issued  
On or before April 5, 2011
  $ 30,000       300,000         $ 15,000  
On or before April 5, 2012
  $ 50,000       300,000         $ 15,000  
On or before April 5, 2013
  $ 50,000       -         $ 15,000  

As of June 30, 2010 the Company has made the following payments on the Post Creek Property:

                                 
    Cash   Shares   Total
 
          Number   Amount        
 
  $                            
Prior to December 31, 2009
    7,500           $     $ 7,500  
During the six months ended June 30, 2010
    12,500                   12,500  
 
                               
 
  $               $            
Total
    20,000                 $ 20,000  
 
                               

4. Mineral Properties cont’d

Woods Creek

On December 23, 2009 the Company executed a letter of intent whereby the Company would have an option to acquire the mineral claim known as the Woods Creek Property located within the Sudbury Mining District of Ontario. The Company paid a non-refundable deposit of $2,500. On April 5, 2010, the Company entered into an option agreement to acquire rights to Woods Creek Property. In order to acquire 100% working interests in the property, subject to certain net smelter return royalties (“NSR”) and advance royalty payments the Company agreed to the following consideration:

                             
                        Exploration
Date   Payment   Issuance of shares       Requirements
On or before April 5, 2010
  $ 7,500       150,000     paid & not issued  
On or before April 5, 2011
  $ 15,000       150,000         $ 24,000  
On or before April 5, 2012
  $ 20,000       -         $ 24,000  
On or before April 5, 2013
  $ 45,000       -         $ 24,000  

As of June 30, 2010 the Company has made the following payments on the Woods Creek Property:

                                 
    Cash   Shares   Total
 
          Number of shares   Amount        
 
  $                            
Prior to December 31, 2009
    2,500           $     $ 2,500  
During the six months ended June 30, 2010
    7,500                   7,500  
 
                               
 
  $               $            
Total
    10,000                 $ 10,000  
 
                               

4. Mineral Properties cont’d

Halcyon Property

On April 5, 2010, the Company entered into an option agreement to acquire rights to Halcyon Property. In order to acquire 100% working interests in the property, subject to certain net smelter return royalties (“NSR”) and advance royalty payments the Company agreed to the following consideration:

                             
                        Exploration
Date   Payment   Issuance of shares       Requirements
On or before April 5, 2010
  $ 15,000       300,000     paid & not issued  
On or before April 5, 2011
  $ 25,000       200,000         $ 22,000  
On or before April 5, 2012
  $ 35,000       200,000         $ 22,000  
On or before April 5, 2013
  $ 35,000       -         $ 22,000  

As of June 30, 2010 the Company has made the following payments on the Halcyon Property:

                                 
    Cash   Shares   Total
 
          Number of shares   Amount        
 
  $                            
Prior to December 31, 2009
              $     $  
During the six months ended June 30, 2010
    15,000                   15,000  
 
                               
 
  $               $            
Total
    15,000                 $ 15,000  
 
                               

4. Mineral Properties cont’d

Bell Lake Property

On April 5, 2010, the Company entered into an option agreement to acquire rights to Bell Lake Property. In order to acquire 100% working interests in the property, subject to certain net smelter return royalties (“NSR”) and advance royalty payments the Company agreed to the following consideration:

                         
                        Exploration
Date   Payment   Issuance of shares       Requirements
On or before April 5, 2010
  $ 25,000       300,000     paid & not issued  
On or before April 5, 2011
  $ 25,000       300,000         $
On or before April 5, 2012
  $ 40,000       400,000         $
On or before April 5, 2013
  $ 40,000       -         $
On or before April 5, 2014
  $ 80,000      
 

Bell Lake Property cont’d

As of June 30, 2010 the Company has made the following payments on the Bell Lake Property:

                                 
    Cash   Shares   Total
 
          Number   Amount        
 
  $                            
Prior to December 31, 2009
              $     $  
During the six months ended June 30, 2010
    25,000                   25,000  
 
                               
 
  $               $            
Total
    25,000                 $ 25,000  
 
                               

5. Equipment

                                         
    June 30, 2010   December 31, 2009
    Cost  
Accumulated
amortization
  Net book value   Cost   Accumulated
amortization
 
Disposal
 
Net book value
Computer hardware   $-  
$-
  $-   $ 1,579     $ (863 )   $ (716 )   $—
       
 
                               

6. Related Party Transactions

During the period ended June 30, 2010, a company in which a director has an interest charged the Company $6,000 (2009: $6,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $148,211 (2009: $119,262) was settled with a cash payment plus the issuance of 2,640,000 shares at a value of $0.05 per share. The shares have been reported as a share subscription in which the             shares were issued on July 23, 2010.

During the period ended the Company was in receipt of $500,000 for a private placement issuing 10,000,000 shares at a price of $0.05 per share. The purchasing company in the private placement shares common directors.

During the period ended the Company had a balance of $43,937 (December 31, 2009 $nil) reported in account payable and accrued liabilities. The amount of $18,937 for reimbursable expenses is owing to a vendor which shares common directors and the amount of $25,000 is owing to directors of the Company of which $8,000 was consulting fees, $10,000 was management fees and $7,000 was for geological consulting fees. The amount is for reimbursable expenses.

Related party transactions were in the normal course of business and have been recorded at the exchange amount which is the fair value agreed to between the parties. Amounts due to related parties are unsecured, non-interest bearing and without specific terms of repayment.

7.   Share Capital

Effective April 19, 2010 the Company’s shareholders approved a special resolution to reorganize the Company’s capital structure by consolidating in a reverse stock split the existing common             shares on the basis of each two (2) old shares being equal to one (1) new share and concurrently increasing the authorized capital of the Company from 100,000,000 common shares without par value to an unlimited number of common shares without par value. All references to common shares, stock options, warrants and weighted average number of shares outstanding in these financial statements reflect the share consolidation unless
otherwise noted. The net effect of the above was to reduce the existing outstanding common             shares from 10,883,452 to 5,441,726.

  a)   The authorized capital of the Company comprises an unlimited number of common shares without par value and 100,000,000 Series 1 convertible preferred shares without par value. The rights and restrictions of the preferred shares are as follows:

i) dividends shall be paid at the discretion of the directors;

  ii)   the holders of the preferred shares are not entitled to vote except at meetings of the holders of the preferred shares, where they are entitled to one vote for each preferred share held;

7.   Share Capital – cont’d

iii) the shares are convertible at any time; and

  iv)   the number of the common shares to be received on conversion of the preferred             shares is to be determined by dividing the conversion value of the share, $1 per share, by $0.90.

b) Common shares issued and outstanding

                                 
 
  Number of           Contributed   Share
 
  Shares   Amount   Surplus   Subscription
 
                               
 
                          $    
Balance — December 31, 2009
    5,441,730     $ 13,044,609     $ 53,344        
Shares issued for private placements
    19,850,000       1,091,000             141,000  
 
                               
Balance — June 30, 2010
    25,291,730     $ 14,135,609     $ 53,344     $ 141,000  
 
                               

c) Preferred shares issued and outstanding

                                 
        June 30, 2010
  December 31, 2009
       
Shares
  $       Shares   $    
Balance, beginning and end of period  
604,724
  $ 604,724       604,724     $ 604,724  
       
 
                       

7.   Share Capital – cont’d

  d)   Warrants  

A continuity schedule of outstanding common share purchase warrants for the six months ended June 30, 2010 is as follows:

                                 
    June 30, 2010   December 31, 2009
            Weighted Average           Weighted Average
    Number Outstanding   Exercise Price   Number Outstanding   Exercise Price
Outstanding, beginning of
          $               $    
year
                       
Granted
    9,850,000       0.10              
Cancelled/ Expired
                       
Exercised
                       
 
                               
 
          $               $    
Outstanding, end of period
    9,850,000       0.10              
 
                               

At June 30, 2010, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows:

                             
Warrants Outstanding       Expiry Date       Exercise Price  
Weighted Average
remaining
contractual life
(in years)
  9,850,000         Dec-28-2012         0.10    
2.50
  -                        
 
                           
 
  9,850,000                        
2.50
                           
 

e) Stock Options

As of June 30, 2010 and 2009, there were no stock options outstanding.

8.   Income Taxes

The Company has approximately $3,960,000 in non-capital losses that can be offset against taxable income in future years which began expiring at various dates commencing in 2010, and approximately $8,000 in capital losses which may be available to offset future taxable capital gains which can be carried forward indefinitely. The potential future tax benefit of these losses has not been recorded as a full-future tax asset valuation allowance has been provided due to the uncertainty regarding the realization of these losses.

Date of loss carry forwards expire as of December 31 according to the following schedule:

2010—$37,863.
2014—$23,718.
2015—$54,804.
2026—$28,687.
2027—$45,002.
2028—$50,099.
2029—$3,720,639.

The related potential income tax benefits with respect to these items have not been recorded in the accounts. Application and expiration of these carry forward balances are subject to relevant provisions of the Income Tax Act, Canada.

9.   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, exploration and development 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 properties in which the Company currently has an interest are in the exploration stage; as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing cash and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional

9.   Capital Management – cont’d

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.

There were no changes in the Company’s approach to capital management during the period ended June 30, 2010 and 2009. The Company is not exposed to externally imposed capital requirements.

10.   Risk Factors

The Company is engaged primarily in the mineral exploration field and manages related industry risk issues directly. The Company is potentially at risk for environmental reclamation and fluctuations in commodity based market prices associated with resource property interests. Management is of the opinion that the Company addresses environmental risk and compliance in accordance with industry standards and specific project environmental requirements. There is no certainty that all environmental risks and contingencies have been addressed.

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

Credit risk

The Company’s credit risk is primarily attributable to receivables. The Company has no significant concentration of credit risk arising from operations. Receivables include primarily goods and services tax due from the Federal Government of Canada. Management believes that the credit risk concentration with respect to its receivables is remote.

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet third party liabilities when due. The Company has working capital of $839,911 at June 30, 2010 (December 31, 2009 year-end $102,535). All of the Company’s liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Company is dependent on management’s ability to raise additional funds so that it can manage its financial obligations.

Market risk

(a) Interest rate risk

The Company has cash balances and no interest-bearing debt therefore, interest rate risk is minimal.

(b) Foreign currency risk

The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars: therefore, foreign currency risk is minimal.

11. Subsequent Events

The Company has evaluated subsequent events through the date of filing, and the following events have been identified:

11. Subsequent Events cont’d

  (a)   Effective July 23, 2010 the Company issued 1,150,000 shares to comply with the agreed consideration of the 4 option agreements for the Post Creek Property, Bell Lake Property, Woods Creek Property and Halcyon Property.

  (b)   Effective July 23, 2010 the Company issued 6,000,000 shares at a deemed price of $0.06 per share to a company with common directors in accordance with the Purchase and Sale Agreement entered into on April 5, 2010 to acquire ownership of the South Bay, Thompson North and Cedar Lake properties in Manitoba, subject to a 2% NSR reserved by the vendor, in exchange for a $1,000 cash payment and 6,000,000 post-consolidation common shares valued at $0.06 per share.

  (c)   The Company’s shareholders ratified the adoption of a new stock option plan (the “2010 Stock Option Plan”) for insiders, employees and other service providers to the Company. Under the 2010 Stock Option Plan the Company will reserve up to 10% of the issued common             shares from time to time on a rolling basis. Under the new plan the Company has reserved up to 3,400,000 post-consolidation common shares for issuance at $0.10 per share for option grants to officers, directors, employees and consultants of the Company.

  (d)   On July 23, 2010 the balance of the non-brokered private placement of 150,000 shares at $0.06 were issued. Each unit consists of one post consolidation share and one non-transferrable warrant to purchase an additional post-consolidation common share at $0.10 for 30 months after closing. The warrants may be subject to earlier expiry.

  (e)   On July 23, 2010 the Company issued 2,640,000 shares to retire $132,000 of debt.

9