6-K 1 form6-kmay3107.htm FORM 6-K MAY 31-07 Form 6-K May 31-07


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
of the Securities Exchange Act of 1934

Re: for the period ending May 31, 2007

COMMISSION FILE NUMBER: 0-22216





Suite 1710 - 650 West Georgia Street
Vancouver, British Columbia
Canada V6B 4N9
 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-For Form 40-F

Form 20-F þ
 
Form 40-F ¨


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):

Yes¨
 
No þ

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):

Yes ¨
 
No þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 13g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨
 
No þ
If ‘Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):



 


 

 

 


 

Financial Statements
(Unaudited - Prepared By Management)
(A Development Stage Company)
March 31, 2007



Index

 
Balance Sheets
Statements of Operations and Deficit
Statements of Cash Flows
Notes to Financial Statements
1



   
March 31
 
December 31
 
   
2007
 
2006
 
   
(unaudited)
 
(audited)
 
           
ASSETS
             
               
Current assets
             
Cash and cash equivalents
 
$
17,661,638
 
$
13,608,364
 
Short-term investments (Note 2)
   
9,902,708
   
15,478,718
 
Marketable securities (Note 2)
   
250,000
   
250,000
 
Other receivable and prepaid expense
   
171,135
   
269,426
 
               
     
27,985,481
   
29,606,508
 
               
               
Resource interests (Note 3)
   
28,546,419
   
26,700,256
 
               
Plant and equipment (Note 4)
   
446,862
   
455,422
 
               
   
$
56,978,762
 
$
56,762,186
 
               
LIABILITIES
             
               
Current liabilities
             
Accounts payable and accrued liabilities
 
$
622,664
 
$
464,347
 
               
Future income tax liabilities (Note 8)
   
3,863,600
   
1,134,000
 
               
Asset retirement obligations (Note 5)
   
1,399,347
   
1,380,120
 
               
     
5,885,611
   
2,978,467
 
               
SHAREHOLDERS' EQUITY
             
               
Share capital (Note 6)
   
57,394,521
   
59,993,621
 
               
Contributed surplus (Note 6)
   
6,451,846
   
6,478,846
 
               
Deficit
   
(12,753,216
)
 
(12,688,748
)
               
     
51,093,151
   
53,783,719
 
               
   
$
56,978,762
 
$
56,762,186
 
See accompanying notes
             
               

Approved by the Directors:
           
 
 “John F. Kearney”
 
“Robert Gayton”
 
John F. Kearney
 
Robert Gayton


 

 
2


 

   
 
Three Months ended March 31
2007
 
Three Months ended March 31
2006
 
 
Income
 
Interest Income
 
$
320,006
 
$
181,361
 
Expenses
             
Amortization of office furniture and equipment
   
920
   
1,092
 
Listing and regulatory fees
   
33,536
   
27,123
 
Management and directors fees
   
64,200
   
49,600
 
Office and general
   
104,215
   
103,533
 
Professional fees
   
93,294
   
87,768
 
Project evaluation
   
39,009
   
14,722
 
Shareholder and investor communications
   
49,300
   
52,669
 
     
384,474
   
336,507
 
Net loss for the period
   
(64,468
)
 
(155,146
)
               
Deficit, end of period
 
$
(12,753,216
)
$
(11,357,478
)
Loss per share - basic and diluted
 
$
(0.00
)
$
(0.00
)
               
Weighted average number of common shares outstanding - basic and diluted
   
107,670,212
   
89,242,252
 
See accompanying notes
 
 

3

 



   
 
Three Months ended March 31
2007
 
Three Months ended March 31
2006
 
            
Cash flows from (used in) operating activities
             
Loss for the period
 
$
(64,468
)
$
(155,146
)
Adjustment for items not involving cash:
             
- amortization of office furniture and equipment
   
920
   
1,092
 
     
(63,548
)
 
(154,054
)
               
Change in non-cash working capital items:
             
- other receivables and prepaid expenses
   
98,291
   
(1,282
)
- accounts payable and accrued liabilities
   
158,317
   
213,149
 
               
     
193,060
   
57,813
 
               
Cash flows from financing activities
             
Proceeds from shares issued and subscribed, net of
             
issuance costs
   
103,500
   
9,609,858
 
               
Cash flows from (used in) investing activities
             
Purchase of equipment
   
(26,253
)
 
(3,901
)
Short-term investments redeemed
   
5,576,010
   
-
 
Lease and property abandonment deposit
   
(30,000
)
 
(30,000
)
Deferred exploration and development costs, excluding
             
amortization and accretion
   
(1,763,043
)
 
(250,499
)
               
     
3,756,714
   
(284,400
)
               
Increase in cash and cash equivalents
   
4,053,274
   
9,383,271
 
               
Cash and cash equivalents, beginning of period
   
13,608,364
   
16,063,876
 
               
Cash and cash equivalents, end of period
 
$
17,661,638
 
$
25,447,147
 
 

 
 

 
4


 
1.  
    Continued operations
 
These interim financial statements have been prepared using the same accounting policies and methods of their application as the most recent annual financial statements of the Company. These interim financial statements do not include all disclosures normally provided in the annual financial statements and should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2006. In management's opinion, all adjustments necessary for fair presentation have been included in these interim financial statements. Interim results are not necessarily indicative of the results expected for the fiscal year. Certain comparative figures have been reclassified to conform to the current period's presentation.

 
2.  
    Short-term Investments and Marketable Securities
 
Short-term investments, which consist primarily of investments in Bankers Acceptances and Guaranteed Investment Certificates (GIC’s) are investments with maturities of three months or more when purchased. As at March 31, 2007, short-term investments consist of $9,902,708.
 
On December 21, 2006, the Company participated in a private placement and subscribed to 5,000,000 Units of Ste. Genevieve Resources Ltd. at $0.05 per Unit for a total of $250,000. Each Unit consists of one common share and one common share purchase warrant entitling the holder to acquire an additional common share at a price exercisable at $0.06 on or before December 29, 2008. The market value as at March 31, 2007 and December 31, 2006 was $300,000.

 
3.  
    Resource Interests
 
The Company’s resource interests comprise the Prairie Creek Mine Property:
 

 
   
 
March 31
2007
 
 
December 31 2006
 
           
Acquisition costs:
             
- mining lands
 
$
3,158,000
 
$
3,158,000
 
- plant and mill
   
500,000
   
500,000
 
     
3,658,000
   
3,658,000
 
 
Reclamation security deposits
   
425,000
   
395,000
 
 
Increase from asset retirement obligations
   
714,450
   
746,630
 
 
Exploration and development costs (see table below)
   
23,748,969
   
21,900,626
 
   
$
28,546,419
 
$
26,700,256
 
 

 

5


 
3.     Resource Interests (continued)
 

Exploration and development costs incurred in 2007 are detailed below:

   
 
Three
 
Three
 
   
Months ended
 
Months ended
 
   
March 31 2007
 
March 31 2006
 
Exploration and development costs
             
 
Assaying and metallurgical studies
 
$
106,244
 
$
46,959
 
Camp operation and project development
   
567,746
   
97,488
 
Drilling and underground development
   
814,462
   
-
 
Lease rental
   
6,592
   
6,592
 
Permitting and environmental
   
120,352
   
90,931
 
Transportation and travel
   
147,647
   
8,529
 
     
1,763,043
   
250,499
 
Amortization - asset retirement obligations
   
32,180
   
32,180
 
Amortization - mining plant and equipment
   
33,893
   
7,025
 
Asset retirement accretion
   
19,227
   
19,727
 
               
Total exploration and development costs for the period
   
1,848,343
   
309,431
 
Exploration and development costs, beginning of period
   
21,900,626
   
13,771,790
 
               
Exploration and development costs, end of period
 
$
23,748,969
 
$
14,081,221
 
               

 
Prairie Creek Mine
 
The Company holds a 100% interest in the Prairie Creek Mine property, plant and equipment located in the Northwest Territories, Canada.
 
During 2003 the Company renewed two surface leases granted by the Federal Government relating to the operation and care and maintenance of the Prairie Creek Mine Property for a period of ten years terminating March 31, 2012. The Company paid $100,000 upon execution of the lease and is obligated to pay $30,000 per year for five years to a maximum of $250,000 (the final amount of which was paid in the quarter ended March 31, 2007), as a security deposit for the performance of abandonment and reclamation obligations under the leases.
 
On September 10, 2003 the Company was granted a Type A Land Use Permit and a Type B Water Licence (reissued February 2006) by the Mackenzie Valley Land and Water Board for a period of five years commencing September 10, 2003 for underground development and exploration and for metallurgical testing.

On June 12, 2006, under the terms of the Land Use Permit (MV2001C0023 Part 3C, Section 38) and Water Licence (MV2001L2-0003, Part B, Section 2) the Company contributed $30,000 and $70,000, respectively, as security deposits for reclamation obligations.

6


 
3.
    Resource Interests (continued)
 
Prairie Creek Mine (cont’d)
 
On May 11, 2006 the Mackenzie Valley Land and Water Board issued a Land Use Permit for the Phase 3 Exploration Drilling Program. The Land Use Permit (MV2004C0030), is valid for five years and allows surface exploration and diamond drilling at up to 60 sites. Under the terms of the Permit (Part C, Section 56), a security deposit for $75,000 was made on June 12, 2006.
 
On April 11, 2007, the Mackenzie Valley Land and Water Board issued a Land Use Permit for use of the road which connects the Prairie Creek Mine with the Liard Highway. The Land Use Permit (MV2003F0028) is valid for five years to April 10, 2012. Under the terms of the Permit (Condition #38; 26 (1)(I)) a security deposit in the amount of $100,000 is payable prior to the first use of the road.
 
In 1996, the Company concluded a Co-operation Agreement with the Nahanni Butte Dene Band (“Nahanni”), part of the Deh Cho First Nations. In return for co-operation and assistance undertakings given by the Nahanni towards the development of the Prairie Creek Project, the Company granted the following net profit interest and purchase option to the Nahanni:
 
(i)  
A 5% annual net profits, before taxation, interest in the Prairie Creek Project, payable following the generation of profits after taxation equivalent to the aggregate cost of bringing the Prairie Creek Project into production and establishing the access road; and
 
(ii)  
An option to purchase either a 10% or a 15% interest in the Prairie Creek Project at any time prior to the expiry of three months following permitting for the Project, for the cash payment of either $6 million or $9 million, subject to price adjustment for exploration expenditure and inflation, respectively.
 
In October 2003 the Nahanni informed the Company that Nahanni considers the Agreement terminated. Such termination is not in accordance with the provisions of the Agreement.
 
During 2006, the Company staked six new mineral claims [the WAY 1-6] at Prairie Creek. The WAY claims cover 4,126.25 hectares and are in good standing until November 11, 2008.
 
4.  
    Plant and Equipment
 

 
March 31, 2007
December 31 2006
 
 
Cost
Accumulated
Amortization
Net Book
Value
Net Book
Value
 
Mining equipment
 
$ 645,541
 
$ 248,720
 
$ 396,821
 
$ 401,678
Pilot plant
108,161
73,845
34,316
 
37,099
Furniture, fixtures & equipment
92,077
76,352
15,725
 
16,645
 
 
$ 845,779
 
$ 398,917
 
$ 446,862
 
$ 455,422
 

 
7

 
5.  
    Asset Retirement Obligation
 
   
March 31
 
December 31
   
2007
 
2006
 
Opening balance - beginning of the period
 
$
 
1,380,120
 
$
 
1,302,212
Obligations re-measured during the period
 
 
-
 
 
-
 
Accretion expense
 
 
19,227
 
 
77,908
 
Ending balance - end of the period
 
$
 
1,399,347
 
$
 
1,380,120
 

The Company’s asset retirement obligation arises from its obligations to undertake site reclamation and remediation in connection with its mining activities. In addition the Company has posted reclamation security deposits of $425,000.
 
The total discounted amount of the estimated cash flows required to settle the asset retirement obligation as at March 31, 2007 is estimated to be $1,399,347 in 2007 dollars (December 31, 2006 - $1,380,120) excluding the security deposits. While it is anticipated that some expenditures will be incurred during the life of the operation to which they relate, a significant component of this expenditure will only be incurred at the end of the mine life. In determining the carrying value of the asset retirement obligation, the Company has assumed a long-term inflation rate of 2.5%, a credit-adjusted risk-free discount rate of 6.5% and a weighted average useful life of production facilities and equipment of ten years. Elements of uncertainty in estimating this amount include changes in the projected mine life, reclamation expenditures incurred during ongoing operations and reclamation and remediation requirements and alternatives.
 
6.  
   Share Capital
 
Authorized: Unlimited (2006 - unlimited) common shares with no par value.
 
Shares outstanding:
 
Number
of Shares
Amount
 
Balance, December 31, 2006
 
107,590,212
 
$ 59,993,621
Stock options exercised at $0.23 per share (including $27,000 from contributed surplus attributed to stock-based compensation)
450,000
130,500
Income tax effect on flow-through share renouncement (Note 8)
-
(2,729,600)
 
Balance, March 31, 2007
 
108,040,212 
 
$ 57,394,521 


8



 
6.  
    Share Capital (continued)
 

Stock Options
 
The Company has outstanding directors and employee stock options, fully vested entitling the holders to acquire additional common shares as follows:
 
Number
of Shares
Exercise Price
Expiry Date
 
2,860,000
 
$0.60
 
January 14, 2010
 
270,000
 
$0.89
 
June 27, 2011
 
1,200,000
 
$0.90
 
December 13, 2011
 
4,330,000
   

 
A summary of the stock option activity for the period is as follows:
 
 
 
Shares
 
 
Weighted Average
Exercise Price
       
 
Options outstanding and exercisable at December 31, 2006
 
4,780,000
 
$
 
0.66
 
Exercised
 
(450,000)
 
0.23
 
Options outstanding and exercisable at March 31, 2007
 
4,330,000
   
 

 

 

9


6.  
    Share Capital (continued)
 
 
Warrants
 
 
A summary of the Company’s warrants issued and outstanding as at March 31, 2007 is as follows:
 
 
 
Balance of Warrants Outstanding at December 31, 2006
Balance of Warrants Outstanding at March 31, 2007
Exercise
Price
Per Warrant
Expiry Date
 
 
 
Warrant Value
         
6,666,666
6,666,666
$1.00
January 30, 2008
2,263,858
814,093
814,093
$0.72
January 30, 2008
508,676
666,666
666,666
$1.00
January 30, 2008
319,999
2,777,778
2,777,778
$1.15
November 23, 2008
845,077
194,444
194,444
$1.15
November 23, 2008
73,362
486,957
486,957
$1.15
November 23, 2008
183,723
388,889
388,889
$0.93
November 23, 2008
166,549
 
11,995,493
 
11,995,493
   
 
$4,361,244



Contributed Surplus


   
 
Options
 
 
Warrants
 
 
Unexercised Options and Warrants
 
 
Total
                 
Balance, December 31, 2006
$
2,004,303
$
4,361,244
$
113,299
$
6,478,846
 
Exercise of options
 
 
(27,000)
 
 
-
 
 
-
 
 
(27,000)
 
Balance, March 31, 2007
 
$
 
1,977,303
 
$
 
4,361,244
 
$
 
113,299
 
$
 
6,451,846


 

10


7.  
    Related Party Transactions
 
The Company incurred the following expenses to directors and corporations controlled by directors of the Company:
 
   
 
March 31
 
 
March 31
   
2007
 
2006
         
Executive and director compensation
 
108,200
 
85,600
Rent
 
3,000
 
3,300
 
 
$
111,200
$
88,900


All transactions with related parties were within the normal course of business. These transactions have been recorded at amounts agreed to by the transacting parties.

 
8.  
    Income Taxes
 
The Company’s future income tax liability arises from the renunciation of mineral exploration expenditures on flow-through shares issued to investors. During the year ended December 31, 2006, the Company renounced to subscribers of flow-through shares Canadian Exploration Expenditures (CEE) of $8,000,000. The Company has applied the accounting treatment recommended by the Canadian Institute of Chartered Accountants Emerging Issues Committee #146 which requires the recognition of a future income tax liability of $2,729,600, representing the tax effect of the renunciation, and a corresponding reduction in shareholders’ equity to be recorded in the first quarter of 2007. The future income tax liability (net of future tax assets) was $1,134,000 at December 31, 2006.
 
Flow-through shares entitle a company that incurs certain resource expenditures in Canada to renounce such exploration expenditure to the subscribers allowing the expenditures to be deducted for income tax purposes by the investors who purchased the shares. A future income tax liability arises from the renunciation of mineral exploration costs to investors of flow-through shares.
 
Funds raised through the issuance of flow-through shares are required to be expended on qualified Canadian mineral exploration expenditures, as defined pursuant to Canadian income tax legislation. The flow-through gross proceeds less the qualified expenditures made to date represent the funds received from flow-through shares issuances which have not been spent and which are held by the Company. As at March 31, 2007, the amount of flow-through proceeds remaining to be expended is $5,032,669.
 
9.  
   Non-cash Transactions
 
In the fiscal period ended March 31, 2007 and December 31, 2006, there were no non-cash transactions.
 
 
 

 
11






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.
     
 
CANADIAN ZINC CORPORATION
     
Date: June 4, 2007
By:
/s/ John F. Kearney
 
John F. Kearney
 
President and Chairman