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1 | 20026721_0 | 20026721 | To our shareholders
Guyanor Ressources S.A. became the first gold exploration and mining company listed on Le Nouveau Marché of the Paris Bourse in October 1996, raising approximately $8.9 million. Today we continue to build on the foundation of the past two years, supported by a premier portfolio of projects that positions Guyanor at the forefront of precious minerals resource development in French Guiana.
Our confidence for future growth is based on the merits of our foremost gold projects Yaou, Dorlin and St-Elie/Dieu-Merci, a promising advanced stage gold project Paul-Isnard, an intermediate diamond project Dachine, and significant prospective earlier stage properties throughout the greenstone belts in French Guiana. Exploration for gold and diamonds is a systematic investigation using geochemical and geophysical surveying and sampling to identify a target, then defining resources and reserves, and finally determining the shape and size of a commercially viable ore body. Our expertise in tropical greenstone exploration under demanding, hot, humid, jungle conditions is built on our best assetthe experience and skills of our exceptional team of geologists, metallurgists, technicians and support staff at field camps and our headquarters in Cayenne. Our exploration teams are diligently working to increase the reserves reported at Yaou, to begin to define the mineralization at the large St-Elie/Dieu-Merci project, to make continued progress at Dorlin, Paul-Isnard and Dachine, and to continue to acquire and evaluate new prospects.
What was accomplished in 1996? For starters, during 1996, Guyanor reported the first significant gold reserves in French Guiana, the Yaou project, where the Company announced probable reserves containing 876,000 ounces of gold. Most of these reserves were identified at the Yaou Central prospect. This year
Yaou is on an aggressive schedule to increase reserves and resources with the objective of advancing the project to the feasibility stage by 1998. Cambior, our partner for the Yaou and Dorlin projects, is earning in their interest.
The Dorlin gold project was reassessed in 1996 and a core drilling at the Montagne Nivre target provided encouragement for increased drilling in 1997. In addition, Guyanor identified gold mineralization as a result of deep augering at the Jadfar target at Dorlin. In 1997, we anticipate making an initial estimate of near surface resources at Montagne Nivre at Dorlin and beginning a prefe |
1 | 20026721_1 | 20026721 | diligently working to increase the reserves reported at Yaou, to begin to define the mineralization at the large St-Elie/Dieu-Merci project, to make continued progress at Dorlin, Paul-Isnard and Dachine, and to continue to acquire and evaluate new prospects.
What was accomplished in 1996? For starters, during 1996, Guyanor reported the first significant gold reserves in French Guiana, the Yaou project, where the Company announced probable reserves containing 876,000 ounces of gold. Most of these reserves were identified at the Yaou Central prospect. This year
Yaou is on an aggressive schedule to increase reserves and resources with the objective of advancing the project to the feasibility stage by 1998. Cambior, our partner for the Yaou and Dorlin projects, is earning in their interest.
The Dorlin gold project was reassessed in 1996 and a core drilling at the Montagne Nivre target provided encouragement for increased drilling in 1997. In addition, Guyanor identified gold mineralization as a result of deep augering at the Jadfar target at Dorlin. In 1997, we anticipate making an initial estimate of near surface resources at Montagne Nivre at Dorlin and beginning a prefeasibility study.
Another exciting project is St-Elie, which appears extremely promising for bulk tonnage mining. Guyanor, along with our partner, ASARCO, is pursuing an aggressive exploration effort. Core drilling at Devis pit, a historic mining site, and the Michel prospect encountered mineralized zones. Mineralization seems to be open at depth and along strike. Core drilling to depth at the Chemin de Fer prospect will test the mineralization identified in trenching results at depth. The St-Elie project doubled its size when Guyanor and ASARCO acquired an option on the adjoining DieuMerci concession, which presently has four identified targets with promising trenching. In 1997, the objective at St-Elie is to assess the potential of 13 known gold occurrences through an aggressive drilling campaign.
At Paul-Isnard, Guyanor entered into a joint venture agreement with ASARCO and LaSource Developpement S.A.S. under which Guyanor is the exploration project manager and ASARCO, once vested, would become the manager for any feasibility study and mine operation. Early indications from an initial 3,200-meter core drilling program were encouraging and indicate the potential for massive sulfide type |
1 | 20026721_2 | 20026721 | asibility study.
Another exciting project is St-Elie, which appears extremely promising for bulk tonnage mining. Guyanor, along with our partner, ASARCO, is pursuing an aggressive exploration effort. Core drilling at Devis pit, a historic mining site, and the Michel prospect encountered mineralized zones. Mineralization seems to be open at depth and along strike. Core drilling to depth at the Chemin de Fer prospect will test the mineralization identified in trenching results at depth. The St-Elie project doubled its size when Guyanor and ASARCO acquired an option on the adjoining DieuMerci concession, which presently has four identified targets with promising trenching. In 1997, the objective at St-Elie is to assess the potential of 13 known gold occurrences through an aggressive drilling campaign.
At Paul-Isnard, Guyanor entered into a joint venture agreement with ASARCO and LaSource Developpement S.A.S. under which Guyanor is the exploration project manager and ASARCO, once vested, would become the manager for any feasibility study and mine operation. Early indications from an initial 3,200-meter core drilling program were encouraging and indicate the potential for massive sulfide type mineralization that will be investigated further in 1997.
1.
In January 1997, Guyanor began
French Guiana represents a unique
implementing a program to discontin-
combination of prospective geology,
ue alluvial production by SOTRAP-
skilled manpower, political stability
MAG, which has experienced continu-
and economic incentives. As explorers,
ing operating losses since its acquisi-
we are committed to safeguarding the
tion in 1994. This action was neces-
environment, our employees and the
sary because management did not
communities in which we work. We
believe that future profitability could be achieved without significant capital investments, changes in work prac-
David A. Fennell, President and CEO
are conscientious stew-ards of the rain forest environment where we conduct exploration activities. As a
tices and a reduction in fuel taxes.
part of the Golden Star group, Guyanor participates in
Golden Star's companywide Environ-mental Manage-
With the help of Golden Star's diamond exploration
ment System to ensure |
1 | 20026721_3 | 20026721 | mineralization that will be investigated further in 1997.
1.
In January 1997, Guyanor began
French Guiana represents a unique
implementing a program to discontin-
combination of prospective geology,
ue alluvial production by SOTRAP-
skilled manpower, political stability
MAG, which has experienced continu-
and economic incentives. As explorers,
ing operating losses since its acquisi-
we are committed to safeguarding the
tion in 1994. This action was neces-
environment, our employees and the
sary because management did not
communities in which we work. We
believe that future profitability could be achieved without significant capital investments, changes in work prac-
David A. Fennell, President and CEO
are conscientious stew-ards of the rain forest environment where we conduct exploration activities. As a
tices and a reduction in fuel taxes.
part of the Golden Star group, Guyanor participates in
Golden Star's companywide Environ-mental Manage-
With the help of Golden Star's diamond exploration
ment System to ensure effective environmental protec-
team based in Guyana, Guyanor is evaluating diamond tion and mitigation planning.
prospects in French Guiana as well as the Dachine pro-
ject. Guyanor plans a 4,000-meter reverse circulation
Thank you for your support in the past year and your
drilling program at Dachine in 1997 to test the diamon- continuing faith in the Company's future. The Board
diferous ultramafic body to depth. Dachine continues to of Directors, management and employees continue to
be a promising project that we feel needs further geolog- believe the best is yet to come for Guyanor.
ic evaluation to properly assess its commercial potential.
Sincerely yours,
We are pleased that Jean-François Sauvage has taken
over the helm as Managing Director for Guyanor. Jean-
François, who joined the Company in 1994, has more
than 20 years of global exploration experience as a
David A. Fennell
geologist and consultant. He replaces Carlos Bertoni,
President
Vice President-Exploration, Eastern Division |
1 | 20026721_b0 | 20026721 | 5.0 million during each subsequent year of the option period. SMSE may exercise the option at any time by paying the difference between FF21.5 million and the annual payments made as of the exercise date. In addition, upon exercise of the option, the optionor will be entitled to receive a 3% net smelter royalty from future production from the Dieu-Merci property. In the event the St-Elie property is mined first, the optionor will be entitled to a 1% net smelter royalty from the StElie property. The Dieu-Merci property is subject to the ASARCO joint venture regarding the St-Elie property. SMSE has already made the first payment of FF4.0 million which was funded equally by Guyanor and ASARCO.
In March 1997, BHP gave notice of its intent to withdraw from the agreement effective as of March 31, 1997. The Company and Golden Star intend to continue its diamond exploration on the Dachine area and may seek new joint venture partners. There can be no assurance that the Company will be successful in finding a partner or that the funds required for development of the Dachine project can be obtained by the Company.
12. Capital Resources
As at December 31, 1996, the Company held consolidated cash and short-term investments of $1.9 million. Most of the exploration and development spending for the Company and its subsidiaries represents discretionary spending and can be adjusted to reflect, among other things, results of exploration and development activities, the successful acquisition of additional properties or projects, the price of gold and management's assessment of the capital markets. The Company does not have sufficient cash on hand to fund budgeted 1997 operating and exploration expenditures. However, the Company anticipates that its current cash balances, together with proceeds from the exercise of options, temporary funding by Golden Star, financing provided by joint venture partners and possible sale of common shares and/or debt securities will be sufficient to fund operating expenditures and exploration commitments for 1997.
Alternative sources of capital available to the Company include the sale of equity, debt from the parent company or third parties, sale of assets, or entering into new joint venture partnerships. Whether, and to what extent, such alternative financing options are pursued by the Company in 1997 will depend on a number of factors including: results of exploration and development activities; the successful acquisition of additional properties or projects; the price of gold and management's assessment of the capital markets.
26.
|
1 | 20026721_b1 | 20026721 | 40
10. Commitments and Contingencies
Environmental Regulations
The Company is not aware of any events of non-compliance in its operations with environmental laws and regulations. The exact nature of environmental control problems, if any, which the Company may encounter in the future cannot be predicted, primarily because of the changing character of environmental requirements that may be enacted.
11. Subsequent Events
On February 19, 1997, SMSE and a French company entered into an agreement pursuant to which SMSE was granted the four-year option to acquire a 100% undivided interest in three concessions and one exploration permit immediately adjacent to the St-Elie property and covering a 155 km2 (15,500 ha.) area known in French Guiana as Dieu-Merci. In order to maintain its rights under the Dieu-Merci option, SMSE must (i) make annual payments of FF4.0 million in year one, FF1.5 million in year two, FF2.0 million in year three and FF2.5 million in year four and (ii) incur minimum expenditures on the Dieu-Merci property of FF5.5 million (including a 3,000 meter core drilling campaign) during year one and FF5.0 million during each subsequent year of the option period. SMSE may exercise the option at any time by paying the difference between FF21.5 million and the annual payments made as of the exercise date. In addition, upon exercise of the option, the optionor will be entitled to receive a 3% net smelter royalty from future production from the Dieu-Merci property. In the event the St-Elie property is mined first, the optionor will be entitled to a 1% net smelter royalty from the StElie property. The Dieu-Merci property is subject to the ASARCO joint venture regarding the St-Elie property. SMSE has already made the first payment of FF4.0 million which was funded equally by Guyanor and ASARCO.
In March 1997, BHP gave notice of its intent to withdraw from the agreement effective as of March 31, 1997. The Company and Golden Star intend to continue its diamond exploration on the Dachine area and may seek new joint venture partners. There can be no assurance that the Company will be successful in finding a partner or that the funds required for development of the Dachine project can be obtained by the Company.
12. Capital Resources |
1 | 20050535_0 | 20050535 | TRADEPOINT FINANCIAL NETWORKS plc
Report and Financial Statements 31 March 1997
Tradepoint Financial Networks plc
Directors S D L Ross M C Waller-Bridge S C M J Wilson P M Barnes FCCA Sir M N H Jenkins OBE R P Wilkinson OBE P N M Glass
Chairman & Non Executive Director Chief Executive Executive Director Finance Director Non Executive Director Non Executive Director Non Executive Director (retired 21 November 1996)
Secretary P M Barnes FCCA
Auditors Ernst & Young Rolls House 7 Rolls Buildings Fetter Lane London EC4A 1NH
Nominated Advisor and Nominated Broker (AIM) Williams de Broe Plc. 6 Broadgate London EC2M 2RP
Registrars The Royal Bank of Scotland plc Owen House 8 Bankhead Cross Way North Edinburgh EH11 4BR
Registered OÇce 35 King Street London WC2E 8JD
Registered No. 2578702
TRADEPOINT FINANCIAL NETWORKS plc
Overview
Chairman's statement
I am pleased to report that activity on your Exchange has continued to grow since my last statement. Trading volumes are increasing strongly and we have just completed a record month.
Our list of participants is growing steadily and includes many of the household names in the industry. Our electronic order driven design is now well proven and the system continues to operate in the most robust fashion.
Integration with existing global networks and the internal trading systems of our participants continues at a very satisfactory pace.
In terms of the competitive environment, the London Stock Exchange (LSE) has announced it will introduce an element of order driven trading, planned for October this year, through the Stock Exchange Electronic Trading Service (SETS). Now that their design has Ñnally crystallised, I believe that ours is superior in many crucial areas. I consider, that the discussion surrounding this dramatic change of direction by LSE is nothing but beneÑcial to us.
Results
In operating and further developing Tradepoint, the company incurred a loss on ordinary activities before taxation for the year to 31 March, 1997 of 6,092,962 (1996: 5,677,781). Operating costs, excluding depreciation and amortisation, amounted to 5.63 million (1996: 5.49 million). The company has, since the year end, completed two issues |
1 | 20050535_1 | 20050535 | volumes are increasing strongly and we have just completed a record month.
Our list of participants is growing steadily and includes many of the household names in the industry. Our electronic order driven design is now well proven and the system continues to operate in the most robust fashion.
Integration with existing global networks and the internal trading systems of our participants continues at a very satisfactory pace.
In terms of the competitive environment, the London Stock Exchange (LSE) has announced it will introduce an element of order driven trading, planned for October this year, through the Stock Exchange Electronic Trading Service (SETS). Now that their design has Ñnally crystallised, I believe that ours is superior in many crucial areas. I consider, that the discussion surrounding this dramatic change of direction by LSE is nothing but beneÑcial to us.
Results
In operating and further developing Tradepoint, the company incurred a loss on ordinary activities before taxation for the year to 31 March, 1997 of 6,092,962 (1996: 5,677,781). Operating costs, excluding depreciation and amortisation, amounted to 5.63 million (1996: 5.49 million). The company has, since the year end, completed two issues of new securities, raising 775,000.00 (net of expenses) on 2 June and 11.4 million (net of expenses) on 28 July 1997. The 28 July Ñnancing was led by Apax Partners & Electra (two leading venture capital providers) with participation by three IDB's Ì Tullet & Tokyo; Garban and First Equity.
Building and Developing the Markets
In June 1997 we concluded our best month ever with a traded value of 97,579,652 (up 368% on June 1996).
At the time of writing, the current month's traded value is already well ahead of even that record.
Our average trade size stands at approximately 210,000 up from approximately 80,000 in October 1995. This compares with the average customer trade on the LSE of 70,000.
Our hit rate (ie the probability of trading a posted order) is over 74% for institutional orders and 92% of these are traded inside the SEAQ spread.
Participants on the Exchange have increased steadily and as of 30 June 1997 numbered 64 compared with 48 in June 1996.
In terms of extending our global reach, we were delighted to announce in December 1996 that arrangements with Bloomberg allow any of their |
1 | 20050535_2 | 20050535 | of new securities, raising 775,000.00 (net of expenses) on 2 June and 11.4 million (net of expenses) on 28 July 1997. The 28 July Ñnancing was led by Apax Partners & Electra (two leading venture capital providers) with participation by three IDB's Ì Tullet & Tokyo; Garban and First Equity.
Building and Developing the Markets
In June 1997 we concluded our best month ever with a traded value of 97,579,652 (up 368% on June 1996).
At the time of writing, the current month's traded value is already well ahead of even that record.
Our average trade size stands at approximately 210,000 up from approximately 80,000 in October 1995. This compares with the average customer trade on the LSE of 70,000.
Our hit rate (ie the probability of trading a posted order) is over 74% for institutional orders and 92% of these are traded inside the SEAQ spread.
Participants on the Exchange have increased steadily and as of 30 June 1997 numbered 64 compared with 48 in June 1996.
In terms of extending our global reach, we were delighted to announce in December 1996 that arrangements with Bloomberg allow any of their 100,000 or so screens to view, and, subject to regulatory considerations, to trade directly on the Tradepoint system. In the same month arrangements were completed to distribute all our trading information via Reuter's network. Additionally we anticipate that participants of the Liberty network (owned by Cedel) will soon be able to direct orders to our Exchange.
We are also working closely with our participants' key suppliers of trading systems to incorporate Tradepoint as a standard oÅering.
The Competitive Marketplace
We have analysed and compared in detail SETS with Tradepoint and believe that even when the LSE introduces order driven trading, scheduled for October this year, Tradepoint will enjoy competitive advantages arising from several structural diÅerences.
Tradepoint gives visibility to all orders and trades, gives institutional investors direct access, avoids broker/dealer's costs, allows post trade anonymity, gives assured settlement, and allows consolidation and netting of all trades. The proposed SETS system will not provide these beneÑts.
1
Conclusion During the last year, I believe we have taken signiÑcant steps down the road towards achieving breakeven,
since trade investors can now bring to our system |
1 | 20050535_3 | 20050535 | 100,000 or so screens to view, and, subject to regulatory considerations, to trade directly on the Tradepoint system. In the same month arrangements were completed to distribute all our trading information via Reuter's network. Additionally we anticipate that participants of the Liberty network (owned by Cedel) will soon be able to direct orders to our Exchange.
We are also working closely with our participants' key suppliers of trading systems to incorporate Tradepoint as a standard oÅering.
The Competitive Marketplace
We have analysed and compared in detail SETS with Tradepoint and believe that even when the LSE introduces order driven trading, scheduled for October this year, Tradepoint will enjoy competitive advantages arising from several structural diÅerences.
Tradepoint gives visibility to all orders and trades, gives institutional investors direct access, avoids broker/dealer's costs, allows post trade anonymity, gives assured settlement, and allows consolidation and netting of all trades. The proposed SETS system will not provide these beneÑts.
1
Conclusion During the last year, I believe we have taken signiÑcant steps down the road towards achieving breakeven,
since trade investors can now bring to our system so far unprecedented volumes. When that occurs, I consider it will eÅectively become mandatory for all major London market users to view the business on Tradepoint. Having the screen and seeing the activity will, in my opinion, increase the impetus to participate, thus enhancing volumes. It is a truism that volume begets volume.
I should like to thank the members of our Market Advisory Panel, recently strengthened by the inclusion of Alan Line from Foreign and Colonial and Scott Bannister from the Royal Bank of Scotland, for their continuing work throughout the year. My very special thanks are due to Michael Waller-Bridge, Stephen Wilson, Paul Barnes, our non-executive board members and to the whole company in their unremitting eÅorts. Stanley D.L. Ross (signed) Chairman.
2
TRADEPOINT FINANCIAL NETWORKS plc Non-executive directors
Stanley D L Ross (age 66), the chairman, has 45 years' experience in the securities markets and was formerly managing director of Deutsche Bank Capital Markets. He is a former Council member of the London Stock Exchange and a former chairman of Kidder Peabody International and Kidder Peabody Securities. He was also chief executive |
1 | 20050535_b0 | 20050535 | �ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Balance at 31 March 1997 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Cash at bank
830,847 (624,816)
206,031 558,979
765,010
19. Exchange rates
The exchange rates for translation of pounds sterling into Canadian dollars are set out below:
Canadian $
Average for the year ended 31 March 1996 ÏÏÏÏÏÏÏÏÏÏÏÏ Rate at 31 March 1996 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Average for the year ended 31 March 1997 ÏÏÏÏÏÏÏÏÏÏÏÏ Rate at 31 March 1997 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2.134 2.080 2.183 2.285
19
|
1 | 20050535_b1 | 20050535 | cash outÖow ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Balance at 31 March 1996 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net cash inÖow ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Balance at 31 March 1997 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Cash at bank
830,847 (624, |
1 | 20080400_0 | 20080400 | A M B R E X M I N I N G C O R P O R AT I O N 1997 Annual Report
SGV
TABLE OF CONTENTS
· Message to Shareholders
1
· Description of Properties
3
· Management's Analysis of the Financial Situation
6
· Management's Responsibility for Financial Reporting
7
· Auditors' Report
8
· Consolidated Balance Sheets
9
· Consolidated Statements of Loss and Deficit
10
· Consolidated Statements of Changes in Financial Position
11
· Notes to Consolidated Financial Statements
12
· Corporate Information
16
MESSAGE TO SHAREHOLDERS
Fiscal 1997 should have been a year of celebration for you, our shareholders. Instead it was a year of mixed results. On the one hand, we can take pride in having discovered a major polymetallic deposit on the Aripuanã property in the state of Mato Grosso, Brazil. The fact that Noranda Mining and Exploration Inc. ("Noranda") has signed a letter of intent to explore the property served to confirm for us what we had known ever since assays began coming in from the first few drill holes - Aripuanã is a large volcanogenic massive sulphide discovery with the potential for not just one, but perhaps several, deposits.
Even before the Noranda agreement, the independent consultant Watts, Griffis and McOuat (WGM) had calculated a 10 million tonne potential for the deposit known as the Valley Deposit. Within the Valley Deposit, Ambrex and WGM formally calculated an indicated resource of 2.0 million tonnes with a Net Smelter Return (NSR) value of US$74 per tonne. The value-per-tonne today is quite a bit higher now that zinc is trading at a seven-year high.
However, in spite of the WGM report and Noranda's announced participation, the company's share price did not respond in the way we had expected. Inexplicably, the news of a major basemetal find seemed to weaken our share price. We can only conclude that Ambrex's shares, like those of many other legitimate juniors, succumbed to the general downdraft created by some rather spectacular "crashes" by individual stocks. Investor confidence in the junior mining sector became severely undermined by these events and |
1 | 20080400_1 | 20080400 | ever since assays began coming in from the first few drill holes - Aripuanã is a large volcanogenic massive sulphide discovery with the potential for not just one, but perhaps several, deposits.
Even before the Noranda agreement, the independent consultant Watts, Griffis and McOuat (WGM) had calculated a 10 million tonne potential for the deposit known as the Valley Deposit. Within the Valley Deposit, Ambrex and WGM formally calculated an indicated resource of 2.0 million tonnes with a Net Smelter Return (NSR) value of US$74 per tonne. The value-per-tonne today is quite a bit higher now that zinc is trading at a seven-year high.
However, in spite of the WGM report and Noranda's announced participation, the company's share price did not respond in the way we had expected. Inexplicably, the news of a major basemetal find seemed to weaken our share price. We can only conclude that Ambrex's shares, like those of many other legitimate juniors, succumbed to the general downdraft created by some rather spectacular "crashes" by individual stocks. Investor confidence in the junior mining sector became severely undermined by these events and thus Ambrex suffered along with the others.
Nevertheless, management is pleased that we succeeded in doing what very few junior mining companies do. The company actually found an orebody that has a very good chance of one day becoming a producing mine. We believe that, as Noranda proceeds through the first phases of drilling at Aripuanã, the results will begin to have a positive effect on our share price. The fact that zinc prices are at a seven-year high also bodes well for the company.
The key points in the letter of intent that will qualify Noranda for a 55% interest are as follows: i) Noranda will spend $2 million in
exploration to April 1998; make a $650,000 payment in 1997 and $150,000 in early 1998 to cover property payments to garimpeiro handminers; make a cash payment of US$800,000 (CDN$1.1 million), at the time of a production decision, to previous owners. ii) Noranda is then committed to further exploration expenditures to December 1999 of $10 million. iii) A final $3 million cash payment by Noranda will be paid pro-rata to its joint venture partners at the time of a production |
1 | 20080400_2 | 20080400 | thus Ambrex suffered along with the others.
Nevertheless, management is pleased that we succeeded in doing what very few junior mining companies do. The company actually found an orebody that has a very good chance of one day becoming a producing mine. We believe that, as Noranda proceeds through the first phases of drilling at Aripuanã, the results will begin to have a positive effect on our share price. The fact that zinc prices are at a seven-year high also bodes well for the company.
The key points in the letter of intent that will qualify Noranda for a 55% interest are as follows: i) Noranda will spend $2 million in
exploration to April 1998; make a $650,000 payment in 1997 and $150,000 in early 1998 to cover property payments to garimpeiro handminers; make a cash payment of US$800,000 (CDN$1.1 million), at the time of a production decision, to previous owners. ii) Noranda is then committed to further exploration expenditures to December 1999 of $10 million. iii) A final $3 million cash payment by Noranda will be paid pro-rata to its joint venture partners at the time of a production decision. After these expenditures, the company will hold a 22.05% interest. Noranda also has the right to a further 15% by spending $12 million on a feasibility study. At that point, Ambrex will hold 14.7%. The signing of the final option agreement with Noranda appears to be imminent. Noranda has shown confidence in the state of negotiations by recently activating their exploration crew at the Aripuanã site. As you can see, the Aripuanã project rightfully served as the focal point of operations during the year. Most of our energies and funds were directed at exploring Aripuanã. However, during the year, we were presented with the opportunity of acquiring a small gold mine called Paraiba. Discussions for the acquisition were extensive but as pricing and other burdens became increasingly costly, we took the prudent course and terminated the negotiations. As the year began, we were still assembling the impressive land package that we currently hold in the state of Mato Grosso. Ambrex holds 329,000 hectares of land on five properties - Paranaíta (75,000 ha), Juruena (116,000 ha), Aripuanã (2,000 ha), Cabeca (109,000 ha) |
1 | 20080400_3 | 20080400 | decision. After these expenditures, the company will hold a 22.05% interest. Noranda also has the right to a further 15% by spending $12 million on a feasibility study. At that point, Ambrex will hold 14.7%. The signing of the final option agreement with Noranda appears to be imminent. Noranda has shown confidence in the state of negotiations by recently activating their exploration crew at the Aripuanã site. As you can see, the Aripuanã project rightfully served as the focal point of operations during the year. Most of our energies and funds were directed at exploring Aripuanã. However, during the year, we were presented with the opportunity of acquiring a small gold mine called Paraiba. Discussions for the acquisition were extensive but as pricing and other burdens became increasingly costly, we took the prudent course and terminated the negotiations. As the year began, we were still assembling the impressive land package that we currently hold in the state of Mato Grosso. Ambrex holds 329,000 hectares of land on five properties - Paranaíta (75,000 ha), Juruena (116,000 ha), Aripuanã (2,000 ha), Cabeca (109,000 ha) and Trairão (27,000 ha). Towards year-end, Trairão underwent a preliminary exploration program of drilling, trenching and geochemical sampling. This program indicated widespread gold mineralization within a 6-by-1 kilome-
1
tre structural/alteration zone. The limited drilling that we were able to do revealed good gold grades up to 12.9 grams of gold per tonne across mineable widths. As soon as possible, we will follow up this work with a second-stage program.
Subsequent to year-end, the company received unsolicited expressions of interest from Inco Limited ("Inco") for a possible joint-venture to explore all of the Mato Grosso properties (with the exception of Aripuanã). These discussions are advanced and progressing well.
On the financing front, we were able to raise a significant sum despite an equity market that continued to deteriorate throughout the year. In total, the company raised $4.5 million.
Obviously, we can exercise no control over general market conditions and it seems that currently the market for the junior mines sector is in a slump. However, Ambrex is fortunate that it has an important discovery on the Aripuanã |
1 | 20080400_b0 | 20080400 | joint-venture agreement with Noranda.
15
C O R P O R AT E I N F O R M AT I O N
William J. Fisher President, Chief Executive Officer and Director
Garfield J. Last Chairman and Director
Peter Miller Director
A. Douglas McCallum General Counsel and Director
David R. Kapelus Chief Financial Officer
Victor Retamal Vice-President
Annual Meeting The Annual and Special Meeting of Shareholders of Ambrex Mining Corporation will be held on October 24, 1997 at 11:00 a.m. in Room 2-3, Xchange Center, 17th Floor, Standard Life Building, 121 King St. West, Toronto, Ontario.
Te r m s All amounts stated in this report are in Canadian dollars unless otherwise specified.
Annual Report Additional copies of this report may be obtained upon request to: Ambrex Mining Corporation Public Relations Department 630 René-Lévesque Blvd. West Suite 3200 Montreal, Quebec H3B 1S6 Telecopier: (514) 866-6193 E-Mail: info@sgv.com
Head Office 121 King Street West Suite 2100 Toronto, Ontario M5H 3T9 Telephone: (416) 869-0626 Telecopier: (416) 869-0727 E-Mail: info@sgv.com Internet: www.ambrexmining.com
Solicitors Beach Hepburn 36 Toronto Street Suite 1000 Toronto, Ontario M5C 2C5
Auditors Coopers & Lybrand 145 King Street West Toronto, Ontario M5H 1V8
Brazil Office Mineração Rio Taboco S / A Av. Almte. Barroso, 63 - Centro Rio de Janeiro, RJ Brazil Telephone: 55-21-532-2511 Telecopier: 55-21-532-3632
Registrar and Transfer Agent Montreal Trust Company 151 Front Street West 8th Floor Toronto, Ontario M5J 2N1
Exchange Listing Canadian Dealers Network Symbol: AMBX
Cusip 022918106
16
121 King Street West Suite 2100 Toronto, Ontario M5H 3T9 Telephone: (416) 869-0626 Telecopier: (416) 869-0727 E-Mail: info@sgv.com Internet: www.ambrexmining.com
|
1 | 20080400_b1 | 20080400 |
14
8. COMMITMENTS To retain its interests in the properties, the company is required to make approximately $3,550,000 of property payments over the next twelve months. These payments will be assumed under farm out arrangements or the properties may be dropped if the company does not have the reserves to make such payments.
9. SUBSEQUENT EVENTS (a) Share issue
Subsequent to year end, the company issued 5,000,000 common shares at $0.10 per share. (b) Letter of intent with Noranda Mining Exploration Inc. ("Noranda") Noranda has signed a letter of intent with regard to the Aripuanã property in which it undertakes to make property payments for 1997 and 1998 and to spend an initial $2,000,000 on exploration costs by April 1998. Management is confident that the letter of intent will lead to the signing of a binding contract. (c) Agreement with St. Geneviève Subject to shareholder approval, St. Geneviève has agreed to a private placement in the company of 1,320,000 common shares at $0.25 per share. Proceeds will be used to fulfill site and other obligations prior to closing of its previously announced joint-venture agreement with Noranda.
15
C O R P O R AT E I N F O R M AT I O N
William J. Fisher President, Chief Executive Officer and Director
Garfield J. Last Chairman and Director
Peter Miller Director
A. Douglas McCallum General Counsel and Director
David R. Kapelus Chief Financial Officer
Victor Retamal Vice-President
Annual Meeting The Annual and Special Meeting of Shareholders of Ambrex Mining Corporation will be held on October 24, 1997 at 11:00 a.m. in Room 2-3, Xchange Center, 17th Floor, Standard Life Building, 121 King St. West, Toronto, Ontario.
Te r m s All amounts stated in this report are in Canadian dollars unless otherwise specified.
Annual Report Additional copies of this report may be obtained upon request to: Ambrex Mining Corporation Public Relations Department 630 René-Lévesque Blvd. West Suite 3200 Montreal, Quebec H3B 1S6 Telecopier: (514) 866-6193 E-Mail: info@sgv.com
Head Office 121 King Street West Suite 2100 Toronto, Ontario M5H 3T9 |
1 | 20091390_0 | 20091390 | AGRA Inc. 1997 Annual Report
Corporate Profile
AGRA Inc. is an international engineering, construction and technology company. Headquartered in Canada, it employs 5,000 people and operates 155 offices in 22 countries.
AGRA provides complete project solutions and specialized services in the areas of toll highways and other infrastructure development, process industries, electric power generation and transmission, marine and deep foundation construction, pipelines, specialty steel design and fabrication, environmental engineering, systems integration and geographic information systems data conversion. AGRA also owns hotel and duty-free retailing businesses which it considers non-core assets.
AGRA's core expertise includes project development, ownership and operation, project financing, consortium management, engineering, procurement and construction management, project management systems, systems engineering, radio spectrum management, environmental engineering, pipeline and specialty construction services.
AGRA's targeted markets for growth include North America, China, South and Southeast Asia, the Middle East, Eastern Europe and Latin America.
Table of Content s
1 Financial Highlights 2 President's Message 6 Chairman's Message 7 Review of Operations 13 Market Trends 14 Growth Strategy 16 Backlog 18 Managing Risk 20 Management's Discussion
and Analysis 25 Auditors' Report 26 Consolidated Financial Statements 29 Notes to the Consolidated
Financial Statements 39 Eleven Year Review 40 Board of Directors and Officers 41 Corporate Directory IBC Shareholder Information
Financial Highlights
For the year ended July 31, 1997
O P E R A T I O N S (in thousands of dollars) Revenue Earnings (loss)
From continuing operations Discontinued operations
Net Earnings (Loss)
C O M M O N S H A R E S TAT I S T I C S (per share) Earnings (loss)
From continuing operations Net Earnings (Loss) Fully diluted earnings (loss) From continuing operations Net Earnings (Loss) Cash flow from operations Dividends Common
Class A Class B Equity
O T H E R S TAT I S T I C S (in thousands) Average shares outstanding Shareholders' equity Working capital
S E G M E N T E D I N F O R M AT I O N (in thousands of dollars) Revenue
Engineering, Construction & Technology Asset Development & Investments
Operating Profits (before interest and taxes) Engineering, Construction & Technology Asset Development & Investments
1997
$ 794,842
(2,368) 229
$ (2 |
1 | 20091390_1 | 20091390 | Financial Statements 39 Eleven Year Review 40 Board of Directors and Officers 41 Corporate Directory IBC Shareholder Information
Financial Highlights
For the year ended July 31, 1997
O P E R A T I O N S (in thousands of dollars) Revenue Earnings (loss)
From continuing operations Discontinued operations
Net Earnings (Loss)
C O M M O N S H A R E S TAT I S T I C S (per share) Earnings (loss)
From continuing operations Net Earnings (Loss) Fully diluted earnings (loss) From continuing operations Net Earnings (Loss) Cash flow from operations Dividends Common
Class A Class B Equity
O T H E R S TAT I S T I C S (in thousands) Average shares outstanding Shareholders' equity Working capital
S E G M E N T E D I N F O R M AT I O N (in thousands of dollars) Revenue
Engineering, Construction & Technology Asset Development & Investments
Operating Profits (before interest and taxes) Engineering, Construction & Technology Asset Development & Investments
1997
$ 794,842
(2,368) 229
$ (2,139)
$ (0.10) (0.09)
(0.10) (0.09) (0.15) 0.12 0.035 0.04 9.86
23,108 $ 290,461 $ 117,864
$ 604,527 190,315
$ 794,842
$ 3,907 17,693
$ 21,600
*Comparative figures have been restated to reflect operations discontinued during the 1997 fiscal year.
1996*
842,083
13,601 4,656
18,257
0.64 0.87
0.59 0.77 1.24
0.14 0.16 10.27
20,931 216,606
84,407
652,128 189,955 842,083
21,752 16,178 37,930
AGRA Revenue
($ in millions)
AGRA Net Earnings (Loss)
($ in millions)
AGRA Total Assets
($ in millions)
AGRA Long-Term Debt
($ in millions)
694.2
842.1
794.8
|
1 | 20091390_2 | 20091390 | ,139)
$ (0.10) (0.09)
(0.10) (0.09) (0.15) 0.12 0.035 0.04 9.86
23,108 $ 290,461 $ 117,864
$ 604,527 190,315
$ 794,842
$ 3,907 17,693
$ 21,600
*Comparative figures have been restated to reflect operations discontinued during the 1997 fiscal year.
1996*
842,083
13,601 4,656
18,257
0.64 0.87
0.59 0.77 1.24
0.14 0.16 10.27
20,931 216,606
84,407
652,128 189,955 842,083
21,752 16,178 37,930
AGRA Revenue
($ in millions)
AGRA Net Earnings (Loss)
($ in millions)
AGRA Total Assets
($ in millions)
AGRA Long-Term Debt
($ in millions)
694.2
842.1
794.8
95
96
97
18.3 12.5
(2.1)
95
96
97
603.7 614.7 595.8
95
96
97
129.0 120.6
49.7
95
96
97
AG R A 19 97 A n nu a l Re p o r t 1
President's Message
Alex Taylor President and CEO
"Future growth will come through ongoing bids on major projects worldwide and through acquisitions related to our core engineering, construction and technology business."
This year AGRA strengthened its balance sheet and significantly increased its backlog of major contracts in order to position the company for continuing growth. Future growth will come through ongoing bids on major projects worldwide and through acquisitions related to our core engineering, construction and technology business. While we are encouraged by the medium to longer-term outlook based on our high success rate in winning highly competitive bids, results from our continuing operations were disappointing this year. We have therefore taken steps to improve cost effectiveness and we will continue to narrow our focus through the divestiture of non-core assets. We will achieve improved earnings levels as |
1 | 20091390_3 | 20091390 |
95
96
97
18.3 12.5
(2.1)
95
96
97
603.7 614.7 595.8
95
96
97
129.0 120.6
49.7
95
96
97
AG R A 19 97 A n nu a l Re p o r t 1
President's Message
Alex Taylor President and CEO
"Future growth will come through ongoing bids on major projects worldwide and through acquisitions related to our core engineering, construction and technology business."
This year AGRA strengthened its balance sheet and significantly increased its backlog of major contracts in order to position the company for continuing growth. Future growth will come through ongoing bids on major projects worldwide and through acquisitions related to our core engineering, construction and technology business. While we are encouraged by the medium to longer-term outlook based on our high success rate in winning highly competitive bids, results from our continuing operations were disappointing this year. We have therefore taken steps to improve cost effectiveness and we will continue to narrow our focus through the divestiture of non-core assets. We will achieve improved earnings levels as these steps are implemented, and as major contracts begin generating higher revenues and operating profits in the second half of fiscal 1998. Improved Balance Sheet One of this year's most important achievements was a significant improvement in our share structure and balance sheet. The fiscal year began with shareholders voting more than 99% in favour of the reclassification of AGRA's shares into a single class of common voting shares. This change helped to broaden the market for AGRA's shares, as did the company's move onto the TSE 300 index in January.
To grow successfully, AGRA must be positioned with sufficient working capital to fund large projects and new acquisitions. In March, the Board approved a share offering which successfully raised $34.3 million for the company. These funds, together with cash proceeds from the settlement of the Pearson International Airport dispute in April, have greatly strengthened AGRA's financial foundation.
In May, AGRA called for the conversion of its outstanding 8% Convertible Subordinated Debentures. The conversion of these debentures into AGRA common shares increased our market capitalization to more than $350 million and significantly reduced the company's long-term debt. Increased Backlog As of July 31, 1997, we had increased our backlog to $860 million |
1 | 20091390_b0 | 20091390 | -01A, SLF Complex Singapore 1129 Tel 011-65-353-8433 Fax 011-65-353-0466
54, Jalan SS-21/39 Damansara Utama 47400 Petaling Jaya P.O. Box 10114 Kuala Lumpur, Malaysia Tel 011-603-717-7569 Fax 011-603-717-7273
ASSET DEVELOPMENT & INVESTMENTS SECTOR
AGRA Plastics (1996) Inc. (25%) 7250 Danbro Crescent Mississauga, Ontario Canada L5N 6C2 Tel (905) 567-0012 Fax (905) 567-7841
Allders International (Canada) Limited (51%) 2630 Skymark Avenue Suite 400 Mississauga, Ontario Canada L4W 5A3 Tel (905) 602-6985 Fax (905) 602-6991
Cayman Hotel & Golf Club Partnership (99%) Box 1698, West Bay Road Grand Cayman Island British West Indies Tel (345) 949-7440 Fax (345) 949-8032
42 A G R A 1 9 9 7 A n n u a l R e p o r t
Shareholder Information
Annual Meeting AGRA's annual meeting of shareholders will be held at 11:00 a.m., Thursday, December 11, 1997 in the Toronto Ballroom of the Toronto Hilton Hotel, 145 Richmond Street West, Toronto, Ontario, Canada.
Head Office Royal Bank Tower Suite 1900 335 8th Avenue SW Calgary, Alberta Canada T2P 1C9 Tel: (403) 263-9606 Fax: (403) 263-9676
Executive Office 2010 Winston Park Drive Suite 100 Oakville, Ontario Canada L6H 6A3 Tel: (905) 829-4402 Fax: (905) 829-4407
Company Auditors Deloitte & Touche Calgary, Alberta, Canada
Registrar and Transfer Agent Montreal Trust Company of Canada
Securities Exchange Listing Toronto Stock Exchange Montreal Stock Exchange
Shareholder and Investor Contact David Paterson Vice President, Corporate Affairs and Investor Relations 2010 Winston Park Drive Suite 100 Oakville, Ontario Canada L6H 6A3 Tel: (905) 829-4402 Fax: (905) 829-4407
Printed in Canada
|
1 | 20091390_b1 | 20091390 | -5733 Fax 011-40-1-311-2186
Moore & Taber Grouting Services 1290 North Hancock Street P.O. Box 19079 Anaheim, California USA 92817 Tel (714) 779-0681 Fax (714) 779-8377
SYSTEMS ENGINEERING GROUP
AGRA Spectrocan Limited 1145 Hunt Club Road Suite 600 Ottawa, Ontario Canada K1V 0Y3 Tel (613) 526-1661 Fax (613) 526-5326
AGRA Systems Limited 1145 Hunt Club Road Suite 600 Ottawa, Ontario Canada K1V 0Y3 Tel (613) 526-1661 Fax (613) 526-5326
AGRA Vadeko Inc. 2902 South Sheridan Way Suite 103 Oakville, Ontario Canada L6J 7L6 Tel (905) 829-5951 Fax (905) 829-4397
Baymont Technologies, Inc. Rubin Icot Center 14100 58th Street North Clearwater, Florida USA 34620-3796 Tel (813) 539-1661 Fax (813) 539-1749
510 Thomson Road 04-01A, SLF Complex Singapore 1129 Tel 011-65-353-8433 Fax 011-65-353-0466
54, Jalan SS-21/39 Damansara Utama 47400 Petaling Jaya P.O. Box 10114 Kuala Lumpur, Malaysia Tel 011-603-717-7569 Fax 011-603-717-7273
ASSET DEVELOPMENT & INVESTMENTS SECTOR
AGRA Plastics (1996) Inc. (25%) 7250 Danbro Crescent Mississauga, Ontario Canada L5N 6C2 Tel (905) 567-0012 Fax (905) 567-7841
Allders International (Canada) Limited (51%) 2630 Skymark Avenue Suite 400 Mississauga, Ontario Canada L4W 5A3 Tel (905) 602-6985 Fax (905) 602-6991
Cayman Hotel & Golf Club Partnership (99%) Box 1698, West Bay Road Grand Cayman Island British West Indies Tel (345) 949-7440 Fax (345) 949-8032
42 A G R A 1 9 9 7 A |
1 | 20218601_0 | 20218601 | 1
9
9
7
Annual Report
9 7
2 To Our Shareholders 5 Environment 6 Pre-Feasibiltiy Projects 9 Advanced Projects
Au13 DiamondExploration 15 Management of the Company 16 Management's Discussion & Analysis 19 Managment's Responsibility for Financial Information
19 Auditors' Report 20 Consolidated Financial Statements 23 Notes to Consolidated
Financial Statements
Guyanor Ressources S.A. (Guyanor) is a specialist exploration company, engaged in the search for gold and diamond deposits in French Guiana in South America. Guyanor is incorporated in France and its stock is listed on the Toronto Stock Exchange with the trading symbol of GRL.B. and on Le Nouveau Marché of the Paris Bourse with the trading symbol of GUYN. Golden Star Resources Ltd., which owns approximately 69% of Guyanor, is a well-established gold and diamond exploration company with operations in South America and Africa.
NOTICE French law requires that the financial statements prepared in accordance with French generally accepted accounting principles "Comptes Annuels" and a summary of the Company's operations and expenditures for the fiscal year ended December 31, 1997, be made available in French, prior to the Annual Meeting of Shareholders of the Company. On the converse side of this Annual Report you will find this required information.
French Guiana
South America
Since year-end 1996, Guyanor Ressources has more than doubled its equity share of mineralized inventory within Whittle pits or open pit inventory contained in gold deposits in four projects. Guyanor is building value for a golden future based on a premier portfolio of four gold projects and a promising diamond project in French Guiana.
Early
98
Intermediate
1 Diamond Project
Advanced
2 Gold Projects
Pre-Feasibility
2 Gold Projects
Early Intermediate Advanced Pre-Feasibility Feasibility Mine
Dachine
Paul Isnard St-Elie
Dorlin Yaou
Definition of Stages
A project has broadly identified areas that warrant geochemical and geophysical surveying. Near surface mineralization is identified through trenching, augering and wide-spaced drilling. Drilling to test for mineralization at depth produces data to plot a 3-d model and defines resources. Data exists to determine reserves requiring further drilling and exploration to expand the zones |
1 | 20218601_1 | 20218601 | , be made available in French, prior to the Annual Meeting of Shareholders of the Company. On the converse side of this Annual Report you will find this required information.
French Guiana
South America
Since year-end 1996, Guyanor Ressources has more than doubled its equity share of mineralized inventory within Whittle pits or open pit inventory contained in gold deposits in four projects. Guyanor is building value for a golden future based on a premier portfolio of four gold projects and a promising diamond project in French Guiana.
Early
98
Intermediate
1 Diamond Project
Advanced
2 Gold Projects
Pre-Feasibility
2 Gold Projects
Early Intermediate Advanced Pre-Feasibility Feasibility Mine
Dachine
Paul Isnard St-Elie
Dorlin Yaou
Definition of Stages
A project has broadly identified areas that warrant geochemical and geophysical surveying. Near surface mineralization is identified through trenching, augering and wide-spaced drilling. Drilling to test for mineralization at depth produces data to plot a 3-d model and defines resources. Data exists to determine reserves requiring further drilling and exploration to expand the zones. Exploration continues to further define an ore body, leading to mine planning. Mining commences and exploration continues in order to replace reserves.
Feasibility
Mine
Note: The terms used in this annual report in reference to proven (measured) and probable (indicated) reserves (ore) are those used in Canada as set forth in National Policy No. 2-A. The following definitions may enhance understanding of mineralized inventory: Mineralized inventory within Whittle pits or open pit inventory refers to the estimation of mineral resources within a geologic mineralized inventory that could be exploited economically using open pit mining methods. Computer applications of the Whittle algorithm are common in the mining industry, and allows the determination of that portion of a geologic inventory that could be exploited profitably, based upon the geologic model and the economic and technical parameters assumed. Mineralized inventory refers to a mineralized body which has been delineated by appropriate drilling and sampling to support the determination of tonnage and average grade of metal(s). Such a deposit does not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade, recoveries and other material factors conclude legal and economic feasibility.
page 1
To our
Shareholders
The global |
1 | 20218601_2 | 20218601 | . Exploration continues to further define an ore body, leading to mine planning. Mining commences and exploration continues in order to replace reserves.
Feasibility
Mine
Note: The terms used in this annual report in reference to proven (measured) and probable (indicated) reserves (ore) are those used in Canada as set forth in National Policy No. 2-A. The following definitions may enhance understanding of mineralized inventory: Mineralized inventory within Whittle pits or open pit inventory refers to the estimation of mineral resources within a geologic mineralized inventory that could be exploited economically using open pit mining methods. Computer applications of the Whittle algorithm are common in the mining industry, and allows the determination of that portion of a geologic inventory that could be exploited profitably, based upon the geologic model and the economic and technical parameters assumed. Mineralized inventory refers to a mineralized body which has been delineated by appropriate drilling and sampling to support the determination of tonnage and average grade of metal(s). Such a deposit does not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade, recoveries and other material factors conclude legal and economic feasibility.
page 1
To our
Shareholders
The global gold industry was hit hard by the weakened gold markets in 1997, culminating with the spot gold prices averaging $331 per ounce for the year and reaching an 18-year low of $282 per ounce in December. The valuation of the junior exploration sector as well as Guyanor were impacted not only by the adverse gold prices but also the Bre-X fraud earlier in the year. During 1997, Guyanor's price per share went from $10 in January to $4 in June and down to a low of $1.15 in December.
Despite the current gold environment, Guyanor has maintained its focus on the discovery of gold ounces in situ and has continued to advance all four of its prospective gold projects in French Guiana. Whereas only one project, Yaou, had open pit inventory at year-end 1996, today, there are four projects representing a total open pit inventory of approximately 37 million tonnes at an average grade of 2.3 g Au/t. As a result of its successful exploration efforts to date, Guyanor has more than doubled its equity share of mineralized inventory within Whittle pits or open pit inventory (see the definitions on page one) compared to year-end 1996. To date, Guyanor's equity share |
1 | 20218601_3 | 20218601 | gold industry was hit hard by the weakened gold markets in 1997, culminating with the spot gold prices averaging $331 per ounce for the year and reaching an 18-year low of $282 per ounce in December. The valuation of the junior exploration sector as well as Guyanor were impacted not only by the adverse gold prices but also the Bre-X fraud earlier in the year. During 1997, Guyanor's price per share went from $10 in January to $4 in June and down to a low of $1.15 in December.
Despite the current gold environment, Guyanor has maintained its focus on the discovery of gold ounces in situ and has continued to advance all four of its prospective gold projects in French Guiana. Whereas only one project, Yaou, had open pit inventory at year-end 1996, today, there are four projects representing a total open pit inventory of approximately 37 million tonnes at an average grade of 2.3 g Au/t. As a result of its successful exploration efforts to date, Guyanor has more than doubled its equity share of mineralized inventory within Whittle pits or open pit inventory (see the definitions on page one) compared to year-end 1996. To date, Guyanor's equity share of open pit inventory at Yaou, Dorlin, Paul Isnard and St-Elie total approximately 17 million tonnes at an average grade of 2.3 g Au/t. Guyanor has a world-class portfolio of gold projects and a promising diamond project.
Building Value The underlying value for Guyanor is these deposits. It is unfortunate that reserves and resources are deeply discounted during this period of soft spot gold prices. However, we believe that gold is a cyclical market and that the gold prices will rebound. The 12-year average spot gold price is $375 per ounce. Therefore, we have confidence that there is a better chance for gold to rebound in the coming months than fall below $285-290 per ounce. Your Company is well positioned to benefit fully in a recovering gold market.
French Guiana represents a unique combination of prospective geology, skilled manpower, political stability and economic incentives. Guyanor, French Guiana's leading exploration company with one diamond and four gold projects, has made four of the last five major gold discoveries in French Guiana over the past three years. Throughout 1997, Guyanor kept an
Significant Gold Deposits in the Guiana Shield
Las Christinas
Ge |
1 | 20218601_b0 | 20218601 | net proceeds of approximately FF45.5 million (approximately $8.9 million). As a result of the offering, the Company's Class B shares trade on the Nouveau Marché under the symbol "GUYN".
On October 9, 1997, the Company and Golden Star announced Golden Star has agreed to acquire an additional 1,000,000 Class B common shares of the Company at a price of FF11.57 or Cdn$2.71. The total consideration of FF11,570,000 or Cdn$2,710,000 for the shares was satisfied by reducing the $1.9 million of funds advanced to the Company by Golden Star. The Class B common shares were issued on October 30, 1997, and the transaction resulted in an increase in Golden Star's interest in the Company from 68.5% to 69.3%. The issuance of these shares was ratified by the shareholders of the Company at a special meeting held on March 18, 1998.
The following table sets forth the activity under the Company's stock option plan for the periods ended December 31,1996 and 1997:
Schedule of stock option activity
Shares under option at December 31,1995
Shares 1,6 11,5 6 6
Price (Cdn$) $2.10 to $3.00
Activity: Granted Exercised Canceled
1,305,8 0 0 (191,388)
$3.30 to $12.40 $2.10 to $3.30
Shares under option at December 31,1996
2,725,9 78
$2.10 to $12.40
Activity: Granted Exercised Canceled
5 10,6 0 0 (40,000) (53,76 6 )
$1.64 $2.10 to $3.30 $2.10 to $9.20
Shares under option at December 31,1997
3,142,8 12
$2.10 to $12.40
10. Commitments and Contingencies
Environmental Regulations The Company is not aware of any events of non-compliance in its operations with environmental laws and regulations. The
exact nature of environmental control problems, if any, which the Company may encounter in the future cannot be predicted, primarily because of the changing character of environmental requirements that may be enacted within foreign jurisdictions.
page 29
|
1 | 20218601_b1 | 20218601 | 2,736)
Par
235
Premium
31,055
31,290
223 29,057 29,280
Total Share Capital
40,252
38,242
Share capital at December 31,1997 and 1996, is net of issue and offering costs of approximately $2.8 million. The Class A common shares and Class B common shares are equal in all respects except that holders of Class A common
page 28
shares are entitled to receive the par value of each of their Class A common shares in priority to holders of Class B common shares in the event of a distribution of assets upon liquidation, dissolution or winding up of the Company.
On October 30, 1996, the Company obtained the approval of a final prospectus entitling it to list its Class B common shares for trading on the Nouveau Marché of the Bourse de Paris in France, and for the sale of 1.0 million of its Class B shares. Trading of the Company's Class B shares on the Nouveau Marché began on October 30, 1996. The offering of the Company's shares in Europe was completed on November 5, 1996, and as a result, the Company received net proceeds of approximately FF45.5 million (approximately $8.9 million). As a result of the offering, the Company's Class B shares trade on the Nouveau Marché under the symbol "GUYN".
On October 9, 1997, the Company and Golden Star announced Golden Star has agreed to acquire an additional 1,000,000 Class B common shares of the Company at a price of FF11.57 or Cdn$2.71. The total consideration of FF11,570,000 or Cdn$2,710,000 for the shares was satisfied by reducing the $1.9 million of funds advanced to the Company by Golden Star. The Class B common shares were issued on October 30, 1997, and the transaction resulted in an increase in Golden Star's interest in the Company from 68.5% to 69.3%. The issuance of these shares was ratified by the shareholders of the Company at a special meeting held on March 18, 1998.
The following table sets forth the activity under the Company's stock option plan for the periods ended December 31,1996 and 1997:
Schedule of stock option activity
Shares under option at December 31,1995
Shares 1,6 11,5 6 6
|
1 | 20266636_0 | 20266636 | 98 A N N U A L R E P O R T
CROSSKEYS
CAPITALIZING ON GLOBAL
T E L E C O M M U N I C AT I O N S
GROWTH
Our products allow telecommunications carriers to offer and manage the broad range of services their customers demand 24 hours a day, seven days a week. In this way, we play an essential role in making our customers, the carriers, competitive.
CROSSKEYS ROLE
In a world where communications is vital to business, telecom carriers are faced with exceptional challenges in particular, how they manage vast amounts of information.
Deregulation demands that carriers define and deliver services in the most efficient way possible in order to remain competitive. This efficiency depends on their ability to manage the vast amount of data created by their customers' transactions and ensure that the multiple technologies they have invested in work together effectively.
Every time someone picks up the phone or makes an Internet connection, a data record is created. That piece of data is linked to a functional operation of a carrier's network, and it becomes essential information in the carrier's ability to track and measure how it is performing in delivering highquality service to its customers. CrossKeys software solutions provide a critical capability to carriers, enabling them to collect, analyse and visualize the data, as well as allowing them to effectively manage the complex multivendor equipment that makes up their networks.
Access Layer uses technologies like Asynchronous Transfer Mode (ATM), Time Division Multiplexing (TDM), Internet Protocol (IP), Frame Relay (FR) and voice access to provide carriers with access to network performance information.
Core Technology provides the physical components of a network. It is often referred to as the backbone of a network and includes technologies such as Synchronous Optical Network (SONET) and ATM.
Independent Software Vendors (ISVs) are typically companies that develop software but not hardware. Hardware manufacturers often contract ISVs to produce specialized software to enhance their hardware and operating systems.
Platform Vendors design and manufacture operating systems (or middleware) often used across multiple TEMs' equipment.
Systems Integrators (SIs) companies that specialize in planning, co-ordinating, scheduling, testing, improving and sometimes maintaining a computing operation.
Telecommunications Equipment Manufacturers (TEMs) design and manufacture the physical network equipment for both the core technology layer and the access |
1 | 20266636_1 | 20266636 | CrossKeys software solutions provide a critical capability to carriers, enabling them to collect, analyse and visualize the data, as well as allowing them to effectively manage the complex multivendor equipment that makes up their networks.
Access Layer uses technologies like Asynchronous Transfer Mode (ATM), Time Division Multiplexing (TDM), Internet Protocol (IP), Frame Relay (FR) and voice access to provide carriers with access to network performance information.
Core Technology provides the physical components of a network. It is often referred to as the backbone of a network and includes technologies such as Synchronous Optical Network (SONET) and ATM.
Independent Software Vendors (ISVs) are typically companies that develop software but not hardware. Hardware manufacturers often contract ISVs to produce specialized software to enhance their hardware and operating systems.
Platform Vendors design and manufacture operating systems (or middleware) often used across multiple TEMs' equipment.
Systems Integrators (SIs) companies that specialize in planning, co-ordinating, scheduling, testing, improving and sometimes maintaining a computing operation.
Telecommunications Equipment Manufacturers (TEMs) design and manufacture the physical network equipment for both the core technology layer and the access equipment.
managing a
To set up a network environment, the basic building blocks the core technology need to be in place. Access technologies such as ATM, TDM and IP are then overlaid on the core technology and used to access network information. In order to manage the vast amounts of data and differing platforms, access layer network management centres are established. These can be in a carrier's environment or, on a smaller scale, at an end customer's premises (often referred to as enterprise-scale).
Network management centres are where software solutions are introduced in either network-facing or customer-facing applications. Network-facing applications assist in functions such as configuration of network elements, fault management and network element provisioning. Customer-facing applications allow carriers to manage customer-related issues such as billing, ordering, service assurance and trouble ticket administration.
Information from the access layer is often routed to local exchange carriers or to LANs using routers. Routers translate data about activities within a localized network to the access devices that are linked to the network backbone. This information is then directed to the network management centres, where software applications collect, store and analyse the data. This allows network operators to visualize the information in order to more effectively manage the performance of |
1 | 20266636_2 | 20266636 | equipment.
managing a
To set up a network environment, the basic building blocks the core technology need to be in place. Access technologies such as ATM, TDM and IP are then overlaid on the core technology and used to access network information. In order to manage the vast amounts of data and differing platforms, access layer network management centres are established. These can be in a carrier's environment or, on a smaller scale, at an end customer's premises (often referred to as enterprise-scale).
Network management centres are where software solutions are introduced in either network-facing or customer-facing applications. Network-facing applications assist in functions such as configuration of network elements, fault management and network element provisioning. Customer-facing applications allow carriers to manage customer-related issues such as billing, ordering, service assurance and trouble ticket administration.
Information from the access layer is often routed to local exchange carriers or to LANs using routers. Routers translate data about activities within a localized network to the access devices that are linked to the network backbone. This information is then directed to the network management centres, where software applications collect, store and analyse the data. This allows network operators to visualize the information in order to more effectively manage the performance of their networks and to monitor how its performance is affecting the delivery of services to their end customers.
telecom network
APPLICATIONS
Customer-Facing Network-Facing
Network Management
System (Platform)
NETWORK MANAGEMENT
CENTRES
FR Link LAN
Switches
Access Layer Technologies (IP/ATM/FR/TDM/ Voice/Others)
Router
Router
Switch
Core Technology Layer
(SONET/ATM) Network Backbone
Switch
Corporate Office
Corporate Voice/Fax
Residential
Capitalizing
on a Tremendous
Growth Market
Operating Highlights
During fiscal 1998, CrossKeys Systems Corporation made important strides toward becoming a significant software supplier to telecommunications carriers. One key move was our decision to become a public company, which has strategically enhanced our position in the global marketplace. CrossKeys common stock is available on both The Toronto Stock Exchange (trading symbol CKY) and the NASDAQ Stock Market (trading symbol CKEYF).
In fiscal 1998, CrossKeys signed new product distribution and collaborative development agreements with Newbridge Networks Corporation and Digital |
1 | 20266636_3 | 20266636 | their networks and to monitor how its performance is affecting the delivery of services to their end customers.
telecom network
APPLICATIONS
Customer-Facing Network-Facing
Network Management
System (Platform)
NETWORK MANAGEMENT
CENTRES
FR Link LAN
Switches
Access Layer Technologies (IP/ATM/FR/TDM/ Voice/Others)
Router
Router
Switch
Core Technology Layer
(SONET/ATM) Network Backbone
Switch
Corporate Office
Corporate Voice/Fax
Residential
Capitalizing
on a Tremendous
Growth Market
Operating Highlights
During fiscal 1998, CrossKeys Systems Corporation made important strides toward becoming a significant software supplier to telecommunications carriers. One key move was our decision to become a public company, which has strategically enhanced our position in the global marketplace. CrossKeys common stock is available on both The Toronto Stock Exchange (trading symbol CKY) and the NASDAQ Stock Market (trading symbol CKEYF).
In fiscal 1998, CrossKeys signed new product distribution and collaborative development agreements with Newbridge Networks Corporation and Digital Equipment Corporation. The Company
expanded its development work for another partner, Siemens AG. CrossKeys won major contracts worldwide for example, with Svianed B.V., a leading carrier in the Netherlands, and Telepar, a major carrier in Brazil. The Company increased activities and strengthened relationships with existing customers for example, AT&T Communications in the United States. These successes illustrate the global magnitude of the opportunities, and reinforce how the Company's insight into technology and business positions CrossKeys to play a critical role in delivering meaningful telecom software solutions in a rapidly growing market.
Financial Highlights
(Canadian dollars, amounts in thousands, except per share data and head count, U.S. GAAP)
Revenue Net income (loss) Earnings per share* R&D expense Head count
1998 38,680
4,766 0.28 6,879 303
%
%
%
%
change 1997 change 1996 change 1995 change
80 21,465 112 10,108
1 10,046 245
2,824 163 nmf (1,487) nmf 2,638 190
2,700 0.01 nmf |
1 | 20266636_b0 | 20266636 | , Allegro Computer Engineering Ltd.
Dr. Gordon Jenkins(2) Retired
Roger Maggs Chairman, Celtic House Investment Partners
Dr. Hiroyuki Mizuno Advisor, Matsushita Electric Co. Ltd.
Rick Schmaltz Vice President, Regional Operations, of the Corporation
(1) Audit Committee (2) Compensation Committee (3) Chairman of the Audit Committee (4) Chairman of the Compensation
Committee
Senior Executive Officers John Selwyn President and Chief Executive Officer
Hugh Brownlee Vice President, Marketing
Bernadette Eischen Vice President, General Counsel and Corporate Secretary
Ella Mar Vice President, Product Development
Rick Schmaltz Vice President, Regional Operations
Steven Spooner Vice President and Chief Financial Officer
Legal Counsel (Canada) Osler, Hoskin & Harcourt Ottawa, Ontario
(United States) Skadden, Arps, Slate, Meagher & Flom LLP Toronto, Ontario
Auditors Deloitte & Touche Ottawa, Ontario
Bankers Royal Bank of Canada Ottawa, Ontario
Transfer Agent and Registrar Montreal Trust Company of Canada Toronto, Ontario
Stock Exchange Listing CrossKeys Systems Corporation is listed on The Toronto Stock Exchange, trading symbol CKY, and on the NASDAQ Stock Market in the United States, trading symbol CKEYF.
CrossKeys Executive Management Team
Back (left to right): Hugh Brownlee, Steven Spooner, John Selwyn, Rick Schmaltz. Front: Ella Mar, Bernadette Eischen.
Notice of Annual General Meeting of Shareholders Thursday, October 15, 1998 National Arts Centre Ottawa, Ontario, Canada If you are interested in receiving copies of the annual report on Form 10-K as filed with the United States Securities and Exchange Commission, quarterly reports of the Company, additional copies of this report or further information from CrossKeys Systems Corporation, please contact: Corporate Communications CrossKeys Systems Corporation E-mail: investor_relations@crosskeys.com
CrossKeys and the CrossKeys logo are registered trade marks. All other trade marks are the property of their respective holders.
Corporate Head Office
CrossKeys Systems Corporation CrossKeys Centre 350 Terry Fox Drive Kanata, Ontario K2K 2W5 Canada Phone: (613) 591-1600 Fax: (613) 599-2310 www.crosskeys.com
© Copyright 1998 CrossKeys Systems Corporation All rights reserved
Printed in Canada
|
1 | 20266636_b1 | 20266636 | share
Basic
$ (0.09)
Fully diluted
$ (0.09)
Weighted average number of common shares
Basic
11,437
Fully diluted
11,437
$
$
11,707 13,587
$ 0.03 $ 0.03
12,758 14,604
$ 0.05 $ 0.04
14,177 16,070
32
C R O S S K E Y S A N N U A L R E P O R T 19 9 8
Corporate Information
Board of Directors Terence Matthews Chairman of the Board Chairman and CEO, Newbridge Networks Corporation
John Selwyn(2) President and Chief Executive Officer of the Corporation
James Avis(1) President, 3500012 Canada Inc.
Dr. James Beresford Gynecologist and Clinical Professor, Tufts University Medical School
Peter Charbonneau(1) Vice Chairman, Newbridge Networks Corporation
Joe Culp(1) (3) Vice Chairman of the Board President, Culp Communications Associates
Jim Elder(2) (4) President, Allegro Computer Engineering Ltd.
Dr. Gordon Jenkins(2) Retired
Roger Maggs Chairman, Celtic House Investment Partners
Dr. Hiroyuki Mizuno Advisor, Matsushita Electric Co. Ltd.
Rick Schmaltz Vice President, Regional Operations, of the Corporation
(1) Audit Committee (2) Compensation Committee (3) Chairman of the Audit Committee (4) Chairman of the Compensation
Committee
Senior Executive Officers John Selwyn President and Chief Executive Officer
Hugh Brownlee Vice President, Marketing
Bernadette Eischen Vice President, General Counsel and Corporate Secretary
Ella Mar Vice President, Product Development
Rick Schmaltz Vice President, Regional Operations
Steven Spooner Vice President and Chief Financial Officer
Legal Counsel (Canada) Osler, Hoskin & Harcourt Ottawa, Ontario
(United States) Skadden, Arps, Slate, Meagher & Flom LLP Toronto, Ontario
Auditors Deloitte & Touche Ottawa, Ontario
Bankers Royal Bank of Canada Ottawa, Ontario
Transfer Agent and Registrar Montreal Trust Company of Canada Toronto, Ontario
Stock Exchange Listing CrossKeys Systems Corporation is listed on The Toronto Stock Exchange, trading symbol C |
1 | 20361899_0 | 20361899 | 1998 Annual Report
CORPORATE PROFILE
Thundermin Resources Inc. is a Canadian based mineral exploration company formed in November 1998 through the merger of Thunderwood Resources Inc. and Joutel Resources Limited. The merger created a larger, more diversified and better financed entity capable of advancing its existing projects and acquiring new projects of merit during the current depressed market conditions. Thundermin's goal is to become a profitable, producing mining company through its efforts to identify, acquire and explore top quality mineral properties for base metal and gold deposits.
Thundermin currently has an interest in, or the right to acquire an interest in, 70 mineral properties covering approximately 122,820 hectares of exploration lands. These properties, which are mainly located in major mining camps in Manitoba, Saskatchewan, Ontario and Newfoundland and Cuba, host four gold deposits, ten base metal deposits and other significant gold and base metal mineralization. Thundermin also owns a 11% interest in Queenston Mining Inc., a well financed Canadian exploration company with a major land holding in the Kirkland Lake gold camp.
With an experienced, technically strong management team, adequate financing and a portfolio of excellent properties, Thundermin is well positioned to reach its objectives in the years ahead.
CORPORATE ACTIVITIES
MERGER ¢ Thundermin formed in November 1998 through the merger of Thunderwood Resources Inc.
and Joutel Resources Limited.
EXPLORATION ¢ high grade copper-zinc and gold mineralization discovered on the Lew property in Manitoba. ¢ discovery of additional gold mineralization on the Owl Creek West property in Timmins.
NEW EXPLORATION/DEVELOPMENT PROJECT ¢ Thundermin acquired from Noranda Mining and Exploration Inc. the right to earn a 100%
interest in the Duck Pond base metal property in west-central Newfoundland which contains inferred resources of 6,000,000 tonnes grading 3.4% Cu, 6.4% Zn, 1.1 Pb, 61.4 g/t and 0.9 g/t Au in two volcanogenic massive sulphide deposits. ¢ Thundermin and Queenston Mining Inc. enter into a 50:50 joint venture to explore and develop the Duck Pond property.
REPORT TO SHAREHOLDERS
Thundermin Resources Inc. was formed in November 1998 through the merger of Thunderwood Resources Inc. and Joutel Resources Limited ("Joutel"). Despite the difficult times currently being experienced by the junior resource sector, your management team |
1 | 20361899_1 | 20361899 | GER ¢ Thundermin formed in November 1998 through the merger of Thunderwood Resources Inc.
and Joutel Resources Limited.
EXPLORATION ¢ high grade copper-zinc and gold mineralization discovered on the Lew property in Manitoba. ¢ discovery of additional gold mineralization on the Owl Creek West property in Timmins.
NEW EXPLORATION/DEVELOPMENT PROJECT ¢ Thundermin acquired from Noranda Mining and Exploration Inc. the right to earn a 100%
interest in the Duck Pond base metal property in west-central Newfoundland which contains inferred resources of 6,000,000 tonnes grading 3.4% Cu, 6.4% Zn, 1.1 Pb, 61.4 g/t and 0.9 g/t Au in two volcanogenic massive sulphide deposits. ¢ Thundermin and Queenston Mining Inc. enter into a 50:50 joint venture to explore and develop the Duck Pond property.
REPORT TO SHAREHOLDERS
Thundermin Resources Inc. was formed in November 1998 through the merger of Thunderwood Resources Inc. and Joutel Resources Limited ("Joutel"). Despite the difficult times currently being experienced by the junior resource sector, your management team and Board of Directors feel that Thundermin is well positioned to move forward with an improvement in the investment climate and market conditions in the future. It is with the expectation of upcoming exciting drill results from the recently acquired Duck Pond exploration and development property in Newfoundland, further encouragement from ongoing base metal exploration programs in Manitoba and the discovery of additional gold mineralization on the Owl Creek West property in Timmins that your Directors are pleased to present herewith the 1998 Annual Report of Thundermin together with the audited financial statements for its fiscal year ended December 31, 1998 and the unaudited financial statements for the three months ended March 31, 1999.
An exploration budget of $2,000,000 has been established for 1999. A private placement by Aur Resources Inc. ("Aur"), which was part of the merger, will fund $850,000 of Thundermin's $1,000,000 1999 exploration budget on its Manitoba and Saskatchewan properties. These expenditures will complete the expenditure requirement by Thundermin to earn its 30% interest in these properties. Diamond drilling programs have already been completed in 1999 on the Norris/Northstar and Lew properties and compilation, geological mapping and lithogeochemical studies, all designed to identify additional drill targets for the discovery of an economic base metal or |
1 | 20361899_2 | 20361899 | and Board of Directors feel that Thundermin is well positioned to move forward with an improvement in the investment climate and market conditions in the future. It is with the expectation of upcoming exciting drill results from the recently acquired Duck Pond exploration and development property in Newfoundland, further encouragement from ongoing base metal exploration programs in Manitoba and the discovery of additional gold mineralization on the Owl Creek West property in Timmins that your Directors are pleased to present herewith the 1998 Annual Report of Thundermin together with the audited financial statements for its fiscal year ended December 31, 1998 and the unaudited financial statements for the three months ended March 31, 1999.
An exploration budget of $2,000,000 has been established for 1999. A private placement by Aur Resources Inc. ("Aur"), which was part of the merger, will fund $850,000 of Thundermin's $1,000,000 1999 exploration budget on its Manitoba and Saskatchewan properties. These expenditures will complete the expenditure requirement by Thundermin to earn its 30% interest in these properties. Diamond drilling programs have already been completed in 1999 on the Norris/Northstar and Lew properties and compilation, geological mapping and lithogeochemical studies, all designed to identify additional drill targets for the discovery of an economic base metal or gold deposit in the area, are planned for the 1999 summer field season. Approximately $450,000 of the budget remains for the balance of 1999. A $1,000,000 budget, which will be funded by joint venture partner Queenston Mining Inc. ("Queenston"), is planned for diamond drilling on the Duck Pond base metal property in west-central Newfoundland that will advance this project towards the feasibility stage. Thundermin also intends to pursue new properties of merit that become available during the year.
DUCK POND PROJECT
On March 2, 1999, Thundermin executed an agreement with Noranda Mining and Exploration Inc. ("Noranda") whereunder Thundermin obtained the right to acquire a 100% interest in Noranda's high grade, Duck Pond volcanogenic, massive, base metal sulphide property. To earn this interest, Thundermin must spend $1,400,000 on the property prior to June 30, 2000, make a production decision on any deposit outlined on the property and make a cash payment of $500,000 to Noranda by June 30, 2003 and place any such deposit into commercial production by June 30, 2006. Upon achieving full production, Thundermin is required to pay Noranda $3,000,000 and a 2 |
1 | 20361899_3 | 20361899 | gold deposit in the area, are planned for the 1999 summer field season. Approximately $450,000 of the budget remains for the balance of 1999. A $1,000,000 budget, which will be funded by joint venture partner Queenston Mining Inc. ("Queenston"), is planned for diamond drilling on the Duck Pond base metal property in west-central Newfoundland that will advance this project towards the feasibility stage. Thundermin also intends to pursue new properties of merit that become available during the year.
DUCK POND PROJECT
On March 2, 1999, Thundermin executed an agreement with Noranda Mining and Exploration Inc. ("Noranda") whereunder Thundermin obtained the right to acquire a 100% interest in Noranda's high grade, Duck Pond volcanogenic, massive, base metal sulphide property. To earn this interest, Thundermin must spend $1,400,000 on the property prior to June 30, 2000, make a production decision on any deposit outlined on the property and make a cash payment of $500,000 to Noranda by June 30, 2003 and place any such deposit into commercial production by June 30, 2006. Upon achieving full production, Thundermin is required to pay Noranda $3,000,000 and a 2% net smelter returns royalty on any production from the property. Under certain circumstances, Noranda has the right to re-acquire a 50% interest in the property by completing a positive feasibility study and providing Thundermin with production financing for its 50% share of development costs.
On May 6, 1999, Thundermin and Queenston agreed to enter into a joint venture whereunder Queenston will earn 50% of Thundermin's interest in the Duck Pond property under the Noranda agreement by committing to spend $1,400,000 on the property prior to June 30, 2000 and by subscribing for $150,000 of ordinary common shares of Thundermin at $0.22 per share. Thundermin will remain the operator of all exploration programs on the property.
The Duck Pond property is located in west-central Newfoundland approximately 30 km southeast of the past-producing, high grade, Buchans base metal mine. The property covers 11,796 hectares of highly prospective mineral lands on which inferred resources of 6,000,000 tonnes of copper-zinc-silver-gold mineralization occur in two volcanogenic massive sulphide deposits, the Duck Pond and Boundary (See Table). The Duck Pond deposit
With the necessary funding obtained to enable Thundermin |
1 | 20361899_b0 | 20361899 | ITION for the three months ended March 31 (unaudited)
1999
Operating activities Loss for the period Net change in non-cash working capital items
$
(185,344) 218,552
33,208
Financing activities Proceeds on issuance of common shares
150,000
Investing and exploration activities Mineral properties and exploration costs
(390,334)
Decrease in cash
(207,126)
Cash and short-term deposits beginning of period
1,030,932
Cash and short-term deposits end of period
823,806
1998 $
(74,508) 54,083 (20,425)
(165,334) 1,030,932
715,126 529,367
16
CORPORATE INFORMATION
DIRECTORS John M. Arnold ·
Mining Executive, Guelph James W. Gill · President and Chief Executive Officer, Aur Resources Inc., Toronto
Hugh D. Harbinson Mining Executive, Toronto
John B. Heslop President and Chief Executive Officer, Thundermin Resources Inc., Burlington
Peter McCarter Vice-President and Secretary, Aur Resources Inc., Toronto Charles E. Page· Independent Geological Consultant, Burlington
· Member of Audit Committee
OFFICERS
James W. Gill Chairman of the Board
John B. Heslop President and Chief Executive Officer
Susan Smith Secretary
Peter McCarter Assistant Secretary
HEAD OFFICE
Suite 1116, 111 Richmond Street West Toronto, Ontario M5H 2G4 Telephone: (416) 364-0001 Fax: (416) 364-5098
Auditors Moore Stephens Cooper Molyneux LLP, Toronto
Legal Counsel Aird & Berlis, Toronto
Registrar & Transfer Agent CIBC Mellon Trust Company, Toronto
Stock Exchange Listing The Toronto Stock Exchange Symbol THR (common shares)
THR.WT (warrants)
PRINTED IN CANADA
17
Stewart
Lac Long
Hanson Lake
Lynn Lake
Flin Flon Snow Lake
Duck Pond Chibougamau
Kirkland Lake Timmins
Wawa
Matagami Val d'Or Rouyn-Noranda
Toronto
La Zona Barita 18
|
1 | 20361899_b1 | 20361899 | which could affect an entity's ability to conduct normal business operations. It is not possible to be certain that all aspects of the year 2000 issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved.
15
thundermin resources inc.
STATEMENTS OF OPERATIONS for the three months ended March 31 (unaudited)
Revenues Interest and other income
Expenses Administration
Loss for the period Loss per share
1999 $
8,858
194,202 (185,344)
(0.01)
1998 $
12,456
86,964 (74,508)
0.00
STATEMENTS OF DEFICIT for the three months ended March 31 (unaudited)
Deficit beginning of period Loss for the period Deficit end of period
1999 $
(2,787,039) (185,344)
(2,972,383)
1998 $
(13,106,099) (74,508)
(13,180,607)
STATEMENTS OF CHANGES IN FINANCIAL POSITION for the three months ended March 31 (unaudited)
1999
Operating activities Loss for the period Net change in non-cash working capital items
$
(185,344) 218,552
33,208
Financing activities Proceeds on issuance of common shares
150,000
Investing and exploration activities Mineral properties and exploration costs
(390,334)
Decrease in cash
(207,126)
Cash and short-term deposits beginning of period
1,030,932
Cash and short-term deposits end of period
823,806
1998 $
(74,508) 54,083 (20,425)
(165,334) 1,030,932
715,126 529,367
16
CORPORATE INFORMATION
DIRECTORS John M. Arnold ·
Mining Executive, Guelph James W. Gill · President and Chief Executive Officer, Aur Resources Inc., Toronto
Hugh D. Harbinson Mining Executive, Toronto
John B. Heslop President and Chief Executive Officer, Thundermin Resources Inc., Burlington
Peter McC |
1 | 20363641_0 | 20363641 | Guyanor Ressources S.A. 1998 Annual Report
TO OUR SHAREHOLDERS
The weak gold market conditions discussed in last year's annual report continued in 1998, impacting the valuation of Guyanor's assets and the junior exploration sector as a whole. During 1998, Guyanor's price per share ranged from a low of Cdn$1.51(0.27 Euro) to a high of Cdn$6.85 (0.86 Euro).
THE CLIMATE
and we are hopeful that a strong partner will assist the Company in
The current business climate offers challenges and opportunities.
investigating the diamond potential of Dachine and French Guiana.
Guyanor is being asked to identify, explore, develop and eventually mine gold deposits that can make sense in a harsh gold market. We
OUTLOOK
are challenged to be creative, imaginative and resourceful, making
Our continued exploration efforts in French Guiana should show
the best out of difficult circumstances. French Guiana itself offers
concrete results in 1999. We have already submitted applications for
challenges, including the lack of historic gold mining at a large
mining concessions for Yaou and Dorlin, we intend to demonstrate
scale, lack of abundant infrastructure and relative high costs. It
the importance of our geological model for diamonds in the Inini
offers, on the other hand, significant fiscal incentives for industrial
belt and we plan to improve our understanding of the potential
development, a stable, predictable political regime, a modern
significance of gold and base metal deposits in the Paul Isnard area.
mining code and a responsible public service. French Guiana offers as well an excellent technical database for continued exploration, matching its rich mineral endowment.
In the past, Guyanor has relied upon Golden Star Resources, which holds a 71% interest in the Company, for funding of its activities in French Guiana. During 1999, we are pursuing initia-
THE EVOLUTION
tives aimed at reducing this reliance and making Guyanor more independent as a French, public exploration company. These ini-
1998 was a year of consolidation of the understanding of
tiatives include the continued use of joint venturing as a means
our geological database and of purposeful advance toward the
of securing funding for exploration |
1 | 20363641_1 | 20363641 | concessions for Yaou and Dorlin, we intend to demonstrate
scale, lack of abundant infrastructure and relative high costs. It
the importance of our geological model for diamonds in the Inini
offers, on the other hand, significant fiscal incentives for industrial
belt and we plan to improve our understanding of the potential
development, a stable, predictable political regime, a modern
significance of gold and base metal deposits in the Paul Isnard area.
mining code and a responsible public service. French Guiana offers as well an excellent technical database for continued exploration, matching its rich mineral endowment.
In the past, Guyanor has relied upon Golden Star Resources, which holds a 71% interest in the Company, for funding of its activities in French Guiana. During 1999, we are pursuing initia-
THE EVOLUTION
tives aimed at reducing this reliance and making Guyanor more independent as a French, public exploration company. These ini-
1998 was a year of consolidation of the understanding of
tiatives include the continued use of joint venturing as a means
our geological database and of purposeful advance toward the
of securing funding for exploration programs at properties such
evaluation of key assets.
as Paul Isnard, Dachine and St-Elie as well as considering various
Yaou and Dorlin, our two most advanced projects, saw numerous
corporate transactions that may offer the potential to increase
1
studies aimed at the preparation of mining concession applications,
Guyanor's independence and enhance value. In the mean time,
recently submitted. For the first time in the history of French
Golden Star has committed, subject to the availability of adequate
Guiana, environmental baseline and impact studies were carried
funding, to continue funding on a reasonable best efforts basis the
out for future mining operations. Conceptual mining scenarios
operations of Guyanor in 1999.
evolved, integrating these two assets into a single project, the
With these efforts, we hope the support and confidence of our
requirements of infrastructure for open-pittable operations were
shareholders will be rewarded.
determined and the benefits for French Guiana of a project of such magnitude illustrated.
Finally, I would like to express sincere thanks to David Fennell |
1 | 20363641_2 | 20363641 | programs at properties such
evaluation of key assets.
as Paul Isnard, Dachine and St-Elie as well as considering various
Yaou and Dorlin, our two most advanced projects, saw numerous
corporate transactions that may offer the potential to increase
1
studies aimed at the preparation of mining concession applications,
Guyanor's independence and enhance value. In the mean time,
recently submitted. For the first time in the history of French
Golden Star has committed, subject to the availability of adequate
Guiana, environmental baseline and impact studies were carried
funding, to continue funding on a reasonable best efforts basis the
out for future mining operations. Conceptual mining scenarios
operations of Guyanor in 1999.
evolved, integrating these two assets into a single project, the
With these efforts, we hope the support and confidence of our
requirements of infrastructure for open-pittable operations were
shareholders will be rewarded.
determined and the benefits for French Guiana of a project of such magnitude illustrated.
Finally, I would like to express sincere thanks to David Fennell, whom I am privileged to succeed as President of Guyanor. David
Our studies of the Paul Isnard area confirmed the presence of
had the vision to see the opportunities of French Guiana and the
a favorable geological environment for volcanogenic sulfide
drive to make the company a reality.
deposits, both of gold and base metals. This environment can be
compared to that of several productive camps around the world, like Snow Lake in Canada. The recognition of this environment
Sincerely yours,
marks a new frontier in the geological understanding of the
region, the first such occurrence discovered in the Guiana Shield,
confirms the mineral potential of French Guiana.
Carlos H. Bertoni (Signed)
Guyanor's understanding of the Dachine diamond property evolved
President
to the appreciation of the latent richness of diamond potential of the Inini belt in southern French Guiana. The unique characteristics
April 1999
Paul Isnard
Cayenne
of the Dachine diamond-bearing body were identified elsewhere
St-Elie
in the region and Guyanor is preparing a comprehensive program to |
1 | 20363641_3 | 20363641 | , whom I am privileged to succeed as President of Guyanor. David
Our studies of the Paul Isnard area confirmed the presence of
had the vision to see the opportunities of French Guiana and the
a favorable geological environment for volcanogenic sulfide
drive to make the company a reality.
deposits, both of gold and base metals. This environment can be
compared to that of several productive camps around the world, like Snow Lake in Canada. The recognition of this environment
Sincerely yours,
marks a new frontier in the geological understanding of the
region, the first such occurrence discovered in the Guiana Shield,
confirms the mineral potential of French Guiana.
Carlos H. Bertoni (Signed)
Guyanor's understanding of the Dachine diamond property evolved
President
to the appreciation of the latent richness of diamond potential of the Inini belt in southern French Guiana. The unique characteristics
April 1999
Paul Isnard
Cayenne
of the Dachine diamond-bearing body were identified elsewhere
St-Elie
in the region and Guyanor is preparing a comprehensive program to explore, subject to availability of funds, not only the Dachine permit itself, but also the geological belt extending between the Brazilian and the Surinamese borders. The geological model developed is being discussed with potential joint venture partners
Yaou Dorlin
Dachine FRENCH GUIANA
YAOU/DORLIN
(50% GUYANOR / 50% CAMBIOR)
In late March 1999, Guyanor and Cambior filed two Mining
duplicate assays, blanks and standards has been maintained
Concession applications for the Yaou and Dorlin properties in west
throughout the exploration campaign performed by Guyanor.
central French Guiana, between the towns of Maripasoula and Saul. The submissions culminated five years of exploration at Yaou and Dorlin (including approximately 56,000 meters of core drilling, 14 kilometers of trenching, several thousand auger holes) and some US$13 million in investment, including Cambior's earn-in of US$11 million.
The development strategy stated in the Mémoires Techniques involves consideration of a 10,000 tonne per day milling operation at Yaou and concurrent development of a 5 |
1 | 20363641_b0 | 20363641 | , 1998, SMSE notified Texmine of its intention to terminate the Dieu-Merci option agreement. After several attempts to substantially reduce or eliminate the minimum commitments and property payments specified in the agreement failed, SMSE decided to withdraw from the option agreement. Following the termination of the option agreement, the owner of the DieuMerci project demanded from SMSE the sum of FF2,000,000 (approximately $350,000), which according to Texmine is owed to it in spite of the termination of the option agreement. SMSE does not believe that such sum is owed and, therefore, intends to defend itself vigorously against any legal action that Texmine may take to obtain payment. There can be no assurance, however, that SMSE will be successful.
Uncertainty Due to the Year 2000 Issue
The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in some systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 Issue may be experienced before, on, or after January 1, 2000, and, if not addressed, the impact on operations and financial reporting may range from minor errors to significant systems failure which could affect an entity's ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 Issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved.
12. SUBSEQUENT EVENTS
On April 14, 1999, the Company and Cambior, with Cambior's subsidiary CBJ-CBX (French Guiana) Inc., announced the filing of two Mining Concession applications for the Yaou and Dorlin properties in French Guiana, with the French Ministry of Economy, Finance and Industry. According to the terms of the May 1994 agreement the Company and Cambior have created a French Company, Société Minière Yaou Dorlin S.A.S. ("SMYD"),
19 in which they each will have a 50% interest and on behalf of which the Concessions have been requested. SMYD's mission will be the development and exploitation of the Yaou and Dorlin gold deposits.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
1 | 20363641_b1 | 20363641 | at December 31, 1996
Activity: Granted Exercised Canceled
Shares under option at December 31, 1997
Activity: Granted Exercised Canceled
Shares under option at December 31, 1998
Shares
Price (Cdn$)
2,725, 978 $2.10 to $12.40
510,600 (40,000) (53,766)
$1.64 $2.10 to $3.30 $2.10 to $9.20
3,142,812 $1.64 to $12.40
(10,760) (96,940)
$1.64 $1.64 to $9.20
3,035,112 $1.64 to $12.40
11. COMMITMENTS AND CONTINGENCIES
Environmental Regulations
The Company is not aware of any events of material non-compliance in its operations with environmental laws and regulations. The exact nature of environmental control problems, if any, which the Company may encounter in the future cannot be predicted, primarily because of the changing character of environmental requirements that may be enacted within foreign jurisdictions.
Potential Litigation
On December 17, 1998, SMSE notified Texmine of its intention to terminate the Dieu-Merci option agreement. After several attempts to substantially reduce or eliminate the minimum commitments and property payments specified in the agreement failed, SMSE decided to withdraw from the option agreement. Following the termination of the option agreement, the owner of the DieuMerci project demanded from SMSE the sum of FF2,000,000 (approximately $350,000), which according to Texmine is owed to it in spite of the termination of the option agreement. SMSE does not believe that such sum is owed and, therefore, intends to defend itself vigorously against any legal action that Texmine may take to obtain payment. There can be no assurance, however, that SMSE will be successful.
Uncertainty Due to the Year 2000 Issue
The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in some systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 Issue may be experienced before, on, or |
1 | 20387874_0 | 20387874 | A N N UA L R E P O R T 19 9 9
Birds do it. Bees do it.
Whales do it from hundreds
of kilometres away.
It is communication. We do it all over the world, in a million different places, billions of times each day.
We were born to share ideas, experiences and stories. Along the way, we have created the most interconnected, sophisticated and complex construct on the planet to make it happen better and faster, over greater and greater distances. It is our global communications network.
Climbers scaling Everest send emails to school kids in the United States. A sailor blows out virtual candles on his child's cake by video conference. A stock trader cuts her buy-and-sell decisions through her terminal with split-second precision.
And of course, we all phone Mom on Mother's Day.
At CrossKeys, we help keep that worldwide network running smoothly. Ever wonder why an email sometimes takes a second to arrive, and other times, days? Ever wonder why a webpage doesn't load? Ever watch your business partner's face freeze during a video conference?
We answer those questions for phone companies, internet providers, data network operators and other customers every day. We lift up the hood and peer into the world's networks to see what is happening. It's blistering hot in there. It's a datastorm. It takes a steady hand and an intelligent eye to make sense of it all.
But we wouldn't have it any other way. Neither would our customers, the biggest telecommunications players in the world.
Like the birds, like the bees, we sure love doing it.
And we plan to do it a whole lot more.
You send an email. It arrives.
You pick up the phone and dial. Someone answers.
You connect to the company network from your
kitchen table. The files you need are right there.
But why does it work?
Phones, emails, remote file access and other applications all depend on telecommunications networks. At blinding speeds, networks move the bits and bytes of binary code from their points of origin to their destinations. The code is then re-assembled as your voice, your message, or your spreadsheet.
Networks use physical hardware such as copper and fibre-optic cable, switches and routers to move the bits. This hardware is like the pavement on a highway, the ribbon of road that takes you from Toronto to Tulsa.
R |
1 | 20387874_1 | 20387874 | lift up the hood and peer into the world's networks to see what is happening. It's blistering hot in there. It's a datastorm. It takes a steady hand and an intelligent eye to make sense of it all.
But we wouldn't have it any other way. Neither would our customers, the biggest telecommunications players in the world.
Like the birds, like the bees, we sure love doing it.
And we plan to do it a whole lot more.
You send an email. It arrives.
You pick up the phone and dial. Someone answers.
You connect to the company network from your
kitchen table. The files you need are right there.
But why does it work?
Phones, emails, remote file access and other applications all depend on telecommunications networks. At blinding speeds, networks move the bits and bytes of binary code from their points of origin to their destinations. The code is then re-assembled as your voice, your message, or your spreadsheet.
Networks use physical hardware such as copper and fibre-optic cable, switches and routers to move the bits. This hardware is like the pavement on a highway, the ribbon of road that takes you from Toronto to Tulsa.
Riding on this network infrastructure are the electronic languages or protocols that transport applications such as telephony and email. These are the cars, the trucks and the buses that travel the highways.
What do networks need to run effectively? Just like highways, they need rules, policing and maintenance. However, things are a little more complex on data networks than on Route 66.
Networks can be made up of equipment from different manufacturers. Service providers such as phone companies tend to buy best-of-breed equipment, but one vendor's products may not be compatible with those of another. If they aren't, the result can be like driving cross-country and finding each town has its own rules of the road. Networks need to be able to manage multiple vendors' equipment.
Compounding this complexity is the fact that networks may transport more than one type or protocol of traffic, due to the demands of business applications. Currently, the most popular protocols are packet-based, such as Asynchronous Transfer Mode (ATM) and Internet Protocol (IP). Using multiple technologies is akin to driving 18-wheelers, Formula-One racers and bicycles in both directions down the same one-lane road. For a network to run well, it must be able to manage these |
1 | 20387874_2 | 20387874 | iding on this network infrastructure are the electronic languages or protocols that transport applications such as telephony and email. These are the cars, the trucks and the buses that travel the highways.
What do networks need to run effectively? Just like highways, they need rules, policing and maintenance. However, things are a little more complex on data networks than on Route 66.
Networks can be made up of equipment from different manufacturers. Service providers such as phone companies tend to buy best-of-breed equipment, but one vendor's products may not be compatible with those of another. If they aren't, the result can be like driving cross-country and finding each town has its own rules of the road. Networks need to be able to manage multiple vendors' equipment.
Compounding this complexity is the fact that networks may transport more than one type or protocol of traffic, due to the demands of business applications. Currently, the most popular protocols are packet-based, such as Asynchronous Transfer Mode (ATM) and Internet Protocol (IP). Using multiple technologies is akin to driving 18-wheelers, Formula-One racers and bicycles in both directions down the same one-lane road. For a network to run well, it must be able to manage these multiple technologies.
Finally, not all networks are managed by the same operational support system. Vendors to service providers increase their markets by addressing different platforms: the equivalent of building vehicles that drive on both the right- and left-hand sides of the road you can sell in the U.S. or the U.K. As service providers demand freedom from proprietary systems, helping different platforms talk to each other promises to be a huge business.
When networks run effectively, they serve their customers better, increase their competitive edge, reduce costs and generate more revenue significantly more.
It's pitch dark.
The freeway is crowded.
And no one has headlights.
That's what a network is like without CrossKeys software.
CrossKeys performance management software gives service providers a unique view of their networks. It's like a traffic helicopter able to see slowdowns, jams and even such calamities as washed-out bridges and blacked-out traffic lights. Armed with this intelligence, service providers make guarantees to their customers called service level agreements (SLAs). An SLA is a promise. It covers things such as availability of the service, the amount of data the customer can push through the network, and the time to install a new service |
1 | 20387874_3 | 20387874 | multiple technologies.
Finally, not all networks are managed by the same operational support system. Vendors to service providers increase their markets by addressing different platforms: the equivalent of building vehicles that drive on both the right- and left-hand sides of the road you can sell in the U.S. or the U.K. As service providers demand freedom from proprietary systems, helping different platforms talk to each other promises to be a huge business.
When networks run effectively, they serve their customers better, increase their competitive edge, reduce costs and generate more revenue significantly more.
It's pitch dark.
The freeway is crowded.
And no one has headlights.
That's what a network is like without CrossKeys software.
CrossKeys performance management software gives service providers a unique view of their networks. It's like a traffic helicopter able to see slowdowns, jams and even such calamities as washed-out bridges and blacked-out traffic lights. Armed with this intelligence, service providers make guarantees to their customers called service level agreements (SLAs). An SLA is a promise. It covers things such as availability of the service, the amount of data the customer can push through the network, and the time to install a new service.
An SLA is the equivalent of a contract that says you can count on a five-minute drive to work every day, at any time even during rush hour. Understandably, SLAs are in demand.
Once service providers make these promises, they have to be able to keep them. Using CrossKeys software, they can monitor their networks and manage their growth. When traffic slows down or becomes congested, service providers have to manage customer demand by re-routing traffic to less congested areas, or expanding their network infrastructure. CrossKeys software helps service providers make these multi-million dollar decisions. In the current arena of fierce telecom competition, service providers can't afford to squander resources.
Service providers are also driving the industry toward more open standards. They want the freedom to select equipment for their networks based on features and price, not fears of incompatibility. CrossKeys multi-vendor network management portfolio provides the software bridge between different vendors' equipment, enabling it all to work together seamlessly.
CrossKeys is in a multi-billion dollar marketplace, one that demands multi-vendor, multi-technology and multi-platform solutions. It's a good place to call home.
During fiscal year 1999, CrossKeys broadened |
1 | 20387874_b0 | 20387874 | -K as filed with the United States Securities and Exchange Commission, Quarterly Reports, or for questions about CrossKeys, recent results, or historical performance, please contact:
Investor Relations CrossKeys Systems Corporation E-mail: investor_relations@crosskeys.com
Notice of Annual General Meeting of Shareholders Thursday, September 2, 1999 The Chateau Laurier Ottawa, ON Canada
Corporate Head Office
CrossKeys Systems Corporation 350 Terry Fox Drive Kanata, ON K2K 2W5 Canada Phone: (613) 591-1600 Fax: (613) 599-2310
www.crosskeys.com
Sales Offices
USA CrossKeys Systems Inc. 593 Herndon Parkway Herndon,VA 20170 United States Phone: (703) 736-5227 Fax: (703) 736-5435
Mexico Rueben Dario #281-1102 1102 Colonia Bosques de chapultepec Mexico, D.F. 11580 Phone: +52 5 282-0579 Fax: +52 5 282-0821
Israel CrossKeys Systems (Israel) Limited Margalit 11 Street Hod-Hasharon Israel Phone: +972 9 743 7886 Fax: +972 9 743 7887
Europe CrossKeys Networks Limited Grove House Waltham Road,White Waltham Maidenhead, Berkshire SL6 3TN England Phone: +44 (0) 1628 827250 Fax: +44 (0) 1628 829069
CrossKeys Systems SA Parc Club Orsay Universite 2, rue Jean Rostand 91893-ORSAY Cedex France Phone: +33 1 69 85 24 26 Fax: +33 1 69 41 81 15
CrossKeys Systems GmbH Koelner Strasse 10 65760 Eschborn Germany Phone: +49 (0) 6196 400 831 Fax: +49 (0) 6196 400 910
CrossKeys Systems GmbH Stefan-George-Ring 29 81929 Muenchen Germany Phone: +49 (0) 8993 086181 Fax: +49 (0) 8993 086185
CrossKeys, Resolve and CrossKeys logo are registered trade marks, CrossControl and Altus are trade marks of CrossKeys Systems Corporation.
Copyright © (1999) CrossKeys Systems Corporation. All rights reserved. Printed in Canada.
|
1 | 20387874_b1 | 20387874 | adden, Arps, Slate, Meagher & Flom LLp Toronto, Ontario
Auditors
Deloitte & Touche LLP Ottawa, Ontario
Bankers
Royal Bank of Canada Ottawa, Ontario
Transfer Agent and Registrar
Montreal Trust Company of Canada Toronto, Ontario
Stock Exchange Listing
CrossKeys Systems Corporation is listed on the Toronto Stock Exchange, Trading symbol CKY, and on the NASDAQ Stock Market in the United States, trading symbol CKEY.
CrossKeys on the Internet
CrossKeys home page provides access to a wide range of information about the Company, its products, and its services. Using any Web browser, you can visit CrossKeys by entering the following address: www.crosskeys.com For information related to investing in CrossKeys, we invite you to visit our Investor Relations site to assist you in your research. We have included the following features at: http://www.crosskeys.com/cross1/ir/index.html
· Financial Documents · News Releases · Answers to Frequently Asked Questions · Links to Free Stock Services
· Financial Analysts Covering CrossKeys · Investor Relations Alert · Calendar of Events
Additional Information Requests
To receive the Annual Report, Form 10-K as filed with the United States Securities and Exchange Commission, Quarterly Reports, or for questions about CrossKeys, recent results, or historical performance, please contact:
Investor Relations CrossKeys Systems Corporation E-mail: investor_relations@crosskeys.com
Notice of Annual General Meeting of Shareholders Thursday, September 2, 1999 The Chateau Laurier Ottawa, ON Canada
Corporate Head Office
CrossKeys Systems Corporation 350 Terry Fox Drive Kanata, ON K2K 2W5 Canada Phone: (613) 591-1600 Fax: (613) 599-2310
www.crosskeys.com
Sales Offices
USA CrossKeys Systems Inc. 593 Herndon Parkway Herndon,VA 20170 United States Phone: (703) 736-5227 Fax: (703) 736-5435
Mexico Rueben Dario #281-1102 1102 Colonia Bosques de chapultepec Mexico, D.F. 11580 Phone: +52 5 282-0579 Fax: +52 5 282-0821
Israel CrossKeys Systems (Israel) Limited Margalit 11 Street Hod-Hasharon Israel Phone: +972 9 7 |
1 | 20407167_0 | 20407167 | TRADEPOINT FINANCIAL NETWORKS plc
Report and Financial Statements 31 March 1999
TRADEPOINT FINANCIAL NETWORKS plc Registered No. 2578702
Directors
* P R Stevens R Kilsby
* D M Atkin * H S Bradley * R M Cohen * A C Hodson * S K Sharma * A J Styant * R P Wilkinson OBE * S M Yassukovich CBE
(Chairman) (Chief Executive OÇcer Ì appointed 8 July 1999) (appointed 21 September 1999) (appointed 21 September 1999)
(appointed 21 September 1999) (appointed 21 September 1999)
N J StuchÑeld resigned as Chief Executive OÇcer on 8 July 1999 and R Kilsby was appointed on that date.
Sir M N H Jenkins OBE resigned as a Director on 28 July 1999.
* Non Executive Directors
Secretary
D G Abery ACA
P M Barnes resigned as Company Secretary on 10 July 1998 and D G Abery was appointed on that date.
Auditors
Ernst & Young Rolls House 7 Rolls Buildings Fetter Lane London EC4A 1NH
Nominated AIM Broker and Nominated AIM Adviser
Williams de Broe PLC 6 Broadgate London EC2M 2RP
Registrars
Computershare plc Owen House 8 Bankhead Cross Way North Edinburgh EH11 4BR
Registered OÇce
35 King Street London WC2E 8JD
1
In order to gain a full perspective of developments since the issue of this Statement on 15 June 1999, please refer to the note that follows this Chairman's Statement.
TRADEPOINT FINANCIAL NETWORKS plc
Chairman's Statement
Overview
As outlined within the Chairman's statement accompanying the unaudited quarterly results for the nine months to 31 December 1998, the Company required additional Ñnance to ensure its long-term viability. Cash resources would, without an injection, have fallen below the regulatory minimum required as a Recognised Investment Exchange. I also reported at the time that the Board was actively pursuing a number of Ñnancing options with a view to concluding a Ñnancing.
On 6 May 1999 the Directors announced a long term reÑnancing package with a Consortium led by Instinet Corporation that, subject to shareholders' approval, would raise approximately 13,100 |
1 | 20407167_1 | 20407167 | AIM Broker and Nominated AIM Adviser
Williams de Broe PLC 6 Broadgate London EC2M 2RP
Registrars
Computershare plc Owen House 8 Bankhead Cross Way North Edinburgh EH11 4BR
Registered OÇce
35 King Street London WC2E 8JD
1
In order to gain a full perspective of developments since the issue of this Statement on 15 June 1999, please refer to the note that follows this Chairman's Statement.
TRADEPOINT FINANCIAL NETWORKS plc
Chairman's Statement
Overview
As outlined within the Chairman's statement accompanying the unaudited quarterly results for the nine months to 31 December 1998, the Company required additional Ñnance to ensure its long-term viability. Cash resources would, without an injection, have fallen below the regulatory minimum required as a Recognised Investment Exchange. I also reported at the time that the Board was actively pursuing a number of Ñnancing options with a view to concluding a Ñnancing.
On 6 May 1999 the Directors announced a long term reÑnancing package with a Consortium led by Instinet Corporation that, subject to shareholders' approval, would raise approximately 13,100,000 net of expenses. The full terms of the subscription are set out within the Circular dated 20 May 1999 which accompanied the EGM Notice for the meeting to be held on 25 June 1999.
Results
Transaction volumes have grown considerably in the last 12 months, but to date the Company has not achieved the market share necessary to reach proÑtability. Income from operations for the year was 675,235, an increase of 38% on the previous year.
The reduction in the Company's cash balances over the year has led to a fall in interest receivable to 269,954 (1998: 402,574).
Operating costs, including depreciation and amortisation of 1,035,962 (1998: 1,090,869), amounted to 8,240,856 (1998: 7,561,566).
In the operation and continuing development of the Tradepoint Stock Exchange, the Company incurred a loss on ordinary activities before taxation for the year to 31 March 1999 of 7,295,667 (1998: 6,669,990). The increase in losses for the year as a whole was mainly due to an increase in costs of development, especially during the Ñrst three quarters of the year. |
1 | 20407167_2 | 20407167 | ,000 net of expenses. The full terms of the subscription are set out within the Circular dated 20 May 1999 which accompanied the EGM Notice for the meeting to be held on 25 June 1999.
Results
Transaction volumes have grown considerably in the last 12 months, but to date the Company has not achieved the market share necessary to reach proÑtability. Income from operations for the year was 675,235, an increase of 38% on the previous year.
The reduction in the Company's cash balances over the year has led to a fall in interest receivable to 269,954 (1998: 402,574).
Operating costs, including depreciation and amortisation of 1,035,962 (1998: 1,090,869), amounted to 8,240,856 (1998: 7,561,566).
In the operation and continuing development of the Tradepoint Stock Exchange, the Company incurred a loss on ordinary activities before taxation for the year to 31 March 1999 of 7,295,667 (1998: 6,669,990). The increase in losses for the year as a whole was mainly due to an increase in costs of development, especially during the Ñrst three quarters of the year. In the Ñnal quarter, lower costs and rapidly rising order book volumes led to a reduction in the rate of loss.
At the year end, the Company had 1,011,238 in cash balances (1998: 6,898,928).
Outlook
The Board believes that in addition to the cash resources made available by the reÑnancing transaction, the involvement of the major strategic investors within the Consortium will assist the Company in the development of its business.
Co-operation between Tradepoint and the Consortium members should give rise to a number of potential opportunities to develop liquidity on the Tradepoint Stock Exchange. The Board has identiÑed the following potential opportunities:
, the use of the Tradepoint Stock Exchange by Consortium members could substantially improve the level of Tradepoint's trading volumes;
, the global presence of the Consortium members and their focus on reducing transaction costs, together with market and technological eÇciencies, should assist Tradepoint's participation in the evolution of a global market exchange model;
, a planned electronic link between Instinet and Tradepoint, to allow Instinet customers to route orders to the Tradepoint Stock Exchange; and
2
, working in |
1 | 20407167_3 | 20407167 | In the Ñnal quarter, lower costs and rapidly rising order book volumes led to a reduction in the rate of loss.
At the year end, the Company had 1,011,238 in cash balances (1998: 6,898,928).
Outlook
The Board believes that in addition to the cash resources made available by the reÑnancing transaction, the involvement of the major strategic investors within the Consortium will assist the Company in the development of its business.
Co-operation between Tradepoint and the Consortium members should give rise to a number of potential opportunities to develop liquidity on the Tradepoint Stock Exchange. The Board has identiÑed the following potential opportunities:
, the use of the Tradepoint Stock Exchange by Consortium members could substantially improve the level of Tradepoint's trading volumes;
, the global presence of the Consortium members and their focus on reducing transaction costs, together with market and technological eÇciencies, should assist Tradepoint's participation in the evolution of a global market exchange model;
, a planned electronic link between Instinet and Tradepoint, to allow Instinet customers to route orders to the Tradepoint Stock Exchange; and
2
, working in co-operation, Tradepoint and the Consortium will have opportunities to maximise the use of the Tradepoint technology and regulatory licence by broadening the range of securities traded.
If the resolutions to be proposed at the forthcoming EGM are approved by shareholders, we are conÑdent that the opportunities above, at a time of rapid change in the operation of international equity markets, will position Tradepoint well to achieve its commercial goals.
Peter R Stevens Chairman
(Note; The Chairman's Statement above was published on 15 June 1999, and since that date the resolutions referred to in the last paragraph of the Statement were approved at the EGM which was held on 25 June 1999. Further, on 8 July 1999 the subscription of shares by the Consortium referred to in the second paragraph of the above Statement was completed. Therefore, in order that the Chairman's Statement may be read in conjunction with events that have occurred since 15 June, the full text of the Company's oÇcial announcement following completion of the transaction is reproduced below.)
""Tradepoint Financial Networks plc (""Tradepoint'' or ""the Company'')
The Company announces that the subscription of 70 million new ordinary shares by TP Group Limited |
1 | 20407167_b0 | 20407167 | 011,238
1998
6,133,918 765,010
6,898,928
19. Exchange Rates The exchange rates for translation of pounds sterling into Canadian dollars are set out below:
Average for the year ended 31 March 1998 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Rate at 31 March 1998 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Average for the year ended 31 March 1999 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Rate at 31 March 1999 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Canadian $
2.303 2.372 2.488 2.436
24
O Printed in London U41051
|
1 | 20407167_b1 | 20407167 | Flow to Movement in Net Funds
(Decrease)/increase in cash and movement in net fundsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net funds at 1 April 1998ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net funds at 31 March 1999 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1999
(5,887,690) 6,898,928 1,011,238
1998
6,133,918 765,010
6,898,928
19. Exchange Rates The exchange rates for translation of pounds sterling into Canadian dollars are set out below:
Average for the year ended 31 March 1998 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Rate at 31 March 1998 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ� |
1 | 20521275_0 | 20521275 | KARMIN EXPLORATION INC.
(formerly Ambrex Mining Corporation)
2000 ANNUAL REPORT
COMPANY PROFILE
Karmin Exploration Inc. is a base and precious metal exploration company with a volcanogenic massive sulphide discovery near Aripuana in the state of Mato Grosso, Brazil. In 1999, Karmin formed a joint venture with UK-based mining giant Anglo American PLC to explore Karmin's property and Anglo's adjoining ground, where a similar VMS discovery has been made. Anglo is committed to spending US$3.25 million to 2003. Karmin has a carried interest.
Apart from the VMS potential, the Karmin ground has demonstrated considerable gold potential in the 50-metre-thick oxide cap on the property. Over 300,000 ounces were reported to have been mined by artisanal miners from the alluvial deposits draining the property. The best oxide intersection to date was 22 metres containing 19 grammes per tonne gold near surface. Karmin has the right to exploit the oxide gold potential on the combined property, subject to a 2% royalty.
CORPORATE HIGHLIGHTS
KARMIN EXPLORATION INC.
Joint venture with Anglo American PLC to explore the Aripuana property in Brazil, carried to bankable feasibility. Karmin received US$250,000 rights fee from Anglo in 2000.
Anglo American increases spending on first phase of exploration to Cdn$1.4 million; agreement calls for Anglo to spend Cdn$4.75 million by 2003.
Karmin increases shareholdings of Mineraçao Rio Aripuana Ltda to 95%.
Extensive exploration program by Anglo underway on 11,000-ha. Aripuana property.
2000 ANNUAL REPORT
MESSAGE TO SHAREHOLDERS
t would be an understatement to suggest that President, South America Exploration, has
1999 was only a momentous year for your publicly stated that "the Aripuana project is
Company. Indeed, it was momentous and quite Anglo's number one exploration project in Latin
a bit more than that. We changed our corporate America and ranks highly world wide."
name (from Ambrex to Karmin), consolidated the share structure and re-constituted the Board of Directors.
Your Company's 2,000-hectare Aripuana property hosts the Valley Deposit, a resource estimated by |
1 | 20521275_1 | 20521275 | LC to explore the Aripuana property in Brazil, carried to bankable feasibility. Karmin received US$250,000 rights fee from Anglo in 2000.
Anglo American increases spending on first phase of exploration to Cdn$1.4 million; agreement calls for Anglo to spend Cdn$4.75 million by 2003.
Karmin increases shareholdings of Mineraçao Rio Aripuana Ltda to 95%.
Extensive exploration program by Anglo underway on 11,000-ha. Aripuana property.
2000 ANNUAL REPORT
MESSAGE TO SHAREHOLDERS
t would be an understatement to suggest that President, South America Exploration, has
1999 was only a momentous year for your publicly stated that "the Aripuana project is
Company. Indeed, it was momentous and quite Anglo's number one exploration project in Latin
a bit more than that. We changed our corporate America and ranks highly world wide."
name (from Ambrex to Karmin), consolidated the share structure and re-constituted the Board of Directors.
Your Company's 2,000-hectare Aripuana property hosts the Valley Deposit, a resource estimated by ACA Howe International to contain 11.65
But above all, we are delighted to report that million tonnes averaging 6.29% zinc, 2.25%
your Company is now back in the business of lead, 0.07% copper, 65 grams per tonne silver
exploring for base and precious metals, and and 0.25 grams gold. The depth to which the
we're doing it with one of the best partners a deposit extends and its actual extent along
junior explorationist can have global giant
strike are still unknown. To the
Anglo American PLC.
west of the Valley Deposit, on
Last year, we signed an agreement "Your Company ground contributed to the new
with Anglo American's Brazilian
is back in the
joint venture by Anglo, lies the
subsidiary that saw Anglo's and
business of
Arex deposit, at a similar size and
Karmin's adjacent Aripuana properties into a combined land holding owned 70% by Anglo and 30% by Karmin. The merged properties,
exploring for base and precious
metals with one
grade to the Valley. A |
1 | 20521275_2 | 20521275 | ACA Howe International to contain 11.65
But above all, we are delighted to report that million tonnes averaging 6.29% zinc, 2.25%
your Company is now back in the business of lead, 0.07% copper, 65 grams per tonne silver
exploring for base and precious metals, and and 0.25 grams gold. The depth to which the
we're doing it with one of the best partners a deposit extends and its actual extent along
junior explorationist can have global giant
strike are still unknown. To the
Anglo American PLC.
west of the Valley Deposit, on
Last year, we signed an agreement "Your Company ground contributed to the new
with Anglo American's Brazilian
is back in the
joint venture by Anglo, lies the
subsidiary that saw Anglo's and
business of
Arex deposit, at a similar size and
Karmin's adjacent Aripuana properties into a combined land holding owned 70% by Anglo and 30% by Karmin. The merged properties,
exploring for base and precious
metals with one
grade to the Valley. A current priority of the joint venture is a reinterpretation of the geology of the whole mineralized belt at
now 11,046 hectares, host two par-
of the best
Aripuana, and the calculation of a
tially defined base metal deposits partners a junior combined resource for the two
within the Aripuana volcanogenic massive sulphide (VMS) belt, as well as several other base metal
explorationist can have global giant
deposits. We expect this work to be completed by early fall of this year.
and gold exploration prospects. Anglo will spend a minimum $4.75
Anglo American PLC."
The 2000 exploration program is designed to both boost the current
million on exploration by June 30,
resource and test new targets.
2003, (all figures stated in Canadian currency), Aerial and ground geophysical programs will be
and will be required to fund a fully bankable complemented by a 2,000-metre, eight hole
non-recourse, third party feasibility study diamond drill program designed to add
before your Company has to contribute funding. additional resources and test new targets.
|
1 | 20521275_3 | 20521275 | current priority of the joint venture is a reinterpretation of the geology of the whole mineralized belt at
now 11,046 hectares, host two par-
of the best
Aripuana, and the calculation of a
tially defined base metal deposits partners a junior combined resource for the two
within the Aripuana volcanogenic massive sulphide (VMS) belt, as well as several other base metal
explorationist can have global giant
deposits. We expect this work to be completed by early fall of this year.
and gold exploration prospects. Anglo will spend a minimum $4.75
Anglo American PLC."
The 2000 exploration program is designed to both boost the current
million on exploration by June 30,
resource and test new targets.
2003, (all figures stated in Canadian currency), Aerial and ground geophysical programs will be
and will be required to fund a fully bankable complemented by a 2,000-metre, eight hole
non-recourse, third party feasibility study diamond drill program designed to add
before your Company has to contribute funding. additional resources and test new targets.
Initially, Anglo had budgeted an approximate Alongside a ground based Controlled Source
$350,000 in exploration spending up to Audiofrequency Magnetotelluric (CSAMT)
September of this year, but that number, to our survey, Anglo will employ this fall its own
surprise and delight, continually crept upward proprietary airborne deep-electromagnetic
as the Year 2000 progressed. By August this technique "SPECTREM" over a wide area of the
year, Anglo had informed us that it is committed Aripuana volcano-sedimentary belt. The system
to spending $1.4 million to December, 2000.
was last flown over Anglo's extensive base metal
But perhaps that shouldn't have surprised us. complex in the Flin Flon area of Manitoba,
Dr. J. Nigel Grant, Anglo American Senior Vice which has been operated for many years by
2
Anglo subsidiary Hudson Bay Mining and Smelting. Anglo considers the Flin Flon area to be a close analogy to Aripuana, where chloritic alteration and anomalous base metal geochemistry has been mapped over a total strike length of 25 kilometers. This entire belt is now covered |
1 | 20521275_b0 | 20521275 | 1,820,000
0.20
50,000
0.20
150,000
0.40
Balance April 30, 2000
2,020,000
All options previously outstanding at April 30, 1999 were cancelled by the board of directors. A total of 2,020,000 options were issued to officers and directors of the company during the year, none of which have been exercised as at April 30, 2000. The weighted average exercise price of these shares is $0.21.
Warrants
The company issued 600,000 warrants during the year, all of which were still outstanding at April 30, 2000. Each warrant may be converted into one common share of the company at an exercise price of $0.25 until December 13, 2001. These warrants were issued in connection with a private placement of common shares to a third party during the year.
16
CORPORATE INFORMATION
KARMIN EXPLORATION INC.
133 Kendall Street Sarnia (Point Edward), Ontario Canada N7V 4G6 Tel: (519) 337-5302; Fax: (519) 337-0543 Email: email@karmin.com Web site: www.karmin.com
DIRECTORS AND MANAGEMENT
Robert Ciccarelli, Chief Executive Officer and Chairman John A. Iannozzi, CA, Chief Financial Officer and Director William Fisher, Director Doug McCallum, Director Matt Manson PhD FGAC, Director Sara-Lane Sirey, Corporate Secretary
TRANSFER AGENT
Montreal Trust Company of Canada Montreal, Quebec
AUDITORS
PricewaterhouseCoopers LLP Toronto, Ontario
SHARE INFORMATION
Listing: Canadian Dealing Network Symbol: KARM
INVESTOR RELATIONS
Olav Svela and Cathy Hume Hume, Kieran Inc. The Lumsden Building 6 Adelaide Street East 9th Floor, Toronto, Ontario M5C 1H6 Tel: (416) 868-1079; Fax: (416) 868-6198 Email: olav@humekieran.on.ca Web site: www.humekieran.on.ca
ANNUAL GENERAL MEETING
Thursday, October 26, 2000 at 4:30 pm The National Club, Blake Lounge, 3rd Floor 303 Bay Street, Toronto, Ontario M5H 2R1
|
1 | 20521275_b1 | 20521275 | ,000 3,933,982
454,546
10,852,969
490,000 850,000 150,000
6,838,528
1,490,000
Balance April 30, 2000
26,534,902
12,342,969
303,030 shares were issued during the year to a company controlled by a shareholder, in repayment of $100,000 of amounts owing. 454,546 shares were issued during the year to a related party in payment of $150,000 of accrued interest. All other shares were issued for cash.
Share options
Movements in the company's share options were as follows:
Number of options
Exercise price $
Balance April 30, 1998 Issued during the year
4,805,151
0.05
Balance April 30, 1999
4,805,151
0.05
Cancelled Issued
Expiring September 30, 2004 Expiring September 30, 2001 Expiring March 25, 2005
(4,805,151 )
0.05
1,820,000
0.20
50,000
0.20
150,000
0.40
Balance April 30, 2000
2,020,000
All options previously outstanding at April 30, 1999 were cancelled by the board of directors. A total of 2,020,000 options were issued to officers and directors of the company during the year, none of which have been exercised as at April 30, 2000. The weighted average exercise price of these shares is $0.21.
Warrants
The company issued 600,000 warrants during the year, all of which were still outstanding at April 30, 2000. Each warrant may be converted into one common share of the company at an exercise price of $0.25 until December 13, 2001. These warrants were issued in connection with a private placement of common shares to a third party during the year.
16
CORPORATE INFORMATION
KARMIN EXPLORATION INC.
133 Kendall Street Sarnia (Point Edward), Ontario Canada N7V 4G6 Tel: (519) 337-5302; Fax: (519) 337-0543 Email: email@karmin. |
1 | 20592077_0 | 20592077 | 2000 annual report
Corporate Profile
THUNDERMIN RESOURCES INC. is a Canadian based, mineral exploration company focused on the exploration for and development of base metal deposits. Thundermin's goal is to become a profitable, producing mining company through its efforts to identify, acquire, explore and develop top quality base metal deposits in Canada. Thundermin has an interest in, or the right to acquire an interest in, 61 mineral properties, which are mainly located in major mining camps in Central and Eastern Canada. These properties host ten base metal deposits, two gold deposits and other significant base metal and gold mineralisation. Thundermin also owns an 11% interest in Queenston Mining Inc., a well-financed, Canadian based, mineral exploration company, which is a 50% joint venture partner with Thundermin on its Duck Pond base metal project in Newfoundland and which has a major land holding in the Kirkland Lake gold camp. Thundermin's shares are listed for trading on The Toronto Stock Exchange under the symbol "THR".
Cover: 3-D Schematic of Upper Duck Pond Copper-Zinc-Silver-Gold Massive Sulphide Lens.
RAMP
PROJECTED DUCK POND ORE OUTLINE
PLANT SITE
Corporate Activities/Highlights
Newfoundland · Completed definition drilling on the Duck Pond and Boundary high grade, copper-zinc, massive sulphide deposits. · Positive detailed feasibility study and new resource calculation completed on the Duck Pond Project by MRDI Canada,
a division of AMEC E&C Services Ltd. · Arranged a $1.5 million loan from Queenston Mining Inc. for general corporate purposes and to finance Thundermin's
50% pro rata share of the Duck Pond feasibility study. · Arranged $500,000 convertible loan with Aur Resources Inc. · Raised $580,000 by way of flow-through share private placements to fund on-going exploration at Duck Pond. · Continued exploration work on new priority targets on the Duck Pond property.
BOUNDARY NORTH PIT
BOUNDARY SOUTH PIT
Manitoba and Saskatchewan · Discovered new copper-rich massive sulphide
mineralisation on the Counsell Lake property, Lynn Lake area, Manitoba. Quebec · Optioned the Lorraine Mine copper-nickelplatinum-palladium property to Loubel Exploration Inc.
DUCK POND FEASIBILITY STUDY SITE PLAN
0m 250 500 750 |
1 | 20592077_1 | 20592077 | ITE
Corporate Activities/Highlights
Newfoundland · Completed definition drilling on the Duck Pond and Boundary high grade, copper-zinc, massive sulphide deposits. · Positive detailed feasibility study and new resource calculation completed on the Duck Pond Project by MRDI Canada,
a division of AMEC E&C Services Ltd. · Arranged a $1.5 million loan from Queenston Mining Inc. for general corporate purposes and to finance Thundermin's
50% pro rata share of the Duck Pond feasibility study. · Arranged $500,000 convertible loan with Aur Resources Inc. · Raised $580,000 by way of flow-through share private placements to fund on-going exploration at Duck Pond. · Continued exploration work on new priority targets on the Duck Pond property.
BOUNDARY NORTH PIT
BOUNDARY SOUTH PIT
Manitoba and Saskatchewan · Discovered new copper-rich massive sulphide
mineralisation on the Counsell Lake property, Lynn Lake area, Manitoba. Quebec · Optioned the Lorraine Mine copper-nickelplatinum-palladium property to Loubel Exploration Inc.
DUCK POND FEASIBILITY STUDY SITE PLAN
0m 250 500 750 1000 1
Report to Shareholders
Thundermin Resources Inc. made significant progress toward its goal of becoming a profitable, producing mining company over the past twelve months with the completion of a positive detailed feasibility study for the Duck Pond copper-zinc-silvergold project in Newfoundland. While the financing of junior mineral resource companies remains challenging, your management team believes that the technical and economic strengths of the Duck Pond Project will allow funding for its development to be arranged and that Thundermin will join the ranks of the producing mining companies in the not too distant future. Accordingly, your Directors are pleased to present herewith the 2000 Annual Report of Thundermin, together with the audited financial statements for its fiscal year ended December 31, 2000.
Duck Pond Project, Newfoundland
The Duck Pond property, which is located in central Newfoundland, hosts the Duck Pond and Boundary massive copper-zinc-silver-gold deposits which were the subject of a detailed feasibility study completed in May 2001. MRDI Canada, a division of AMEC E&C Services Ltd., carried out the feasibility study that determined that 5.5 million tonnes (t) of ore at an average grade of 3.3% Cu, 5.8% Zn, 0.9% P |
1 | 20592077_2 | 20592077 | 1000 1
Report to Shareholders
Thundermin Resources Inc. made significant progress toward its goal of becoming a profitable, producing mining company over the past twelve months with the completion of a positive detailed feasibility study for the Duck Pond copper-zinc-silvergold project in Newfoundland. While the financing of junior mineral resource companies remains challenging, your management team believes that the technical and economic strengths of the Duck Pond Project will allow funding for its development to be arranged and that Thundermin will join the ranks of the producing mining companies in the not too distant future. Accordingly, your Directors are pleased to present herewith the 2000 Annual Report of Thundermin, together with the audited financial statements for its fiscal year ended December 31, 2000.
Duck Pond Project, Newfoundland
The Duck Pond property, which is located in central Newfoundland, hosts the Duck Pond and Boundary massive copper-zinc-silver-gold deposits which were the subject of a detailed feasibility study completed in May 2001. MRDI Canada, a division of AMEC E&C Services Ltd., carried out the feasibility study that determined that 5.5 million tonnes (t) of ore at an average grade of 3.3% Cu, 5.8% Zn, 0.9% Pb, 59 g/t Ag and 0.8 g/t Au could be mined from these deposits at a production rate of 1,500 t/day (540,000 t/year) to produce approximately 34 million pounds of copper, 60 million pounds of zinc, 400,000 ounces of silver and 2,100 ounces of gold annually for a period of 10.2 years. The mine will produce copper and zinc concentrates which will be sold to smelters via the port site of Botwood. Total cash operating costs have been estimated at US $0.32 per pound of copper produced, net of zinc, silver and gold credits. The capital investment required to develop the mine has been estimated by MRDI at CDN $79.6 million. On a full equity basis at metal prices of US $0.95/lb Cu, $0.50/lb Zn, $0.20/lb Pb, $5.00/oz Ag and $275/oz Au and an exchange rate of US $1.00 = CDN $1.47, the project will generate an internal rate of return of 18% and has a net present value discounted at 7.5% of CDN $44.5 million.
|
1 | 20592077_3 | 20592077 | b, 59 g/t Ag and 0.8 g/t Au could be mined from these deposits at a production rate of 1,500 t/day (540,000 t/year) to produce approximately 34 million pounds of copper, 60 million pounds of zinc, 400,000 ounces of silver and 2,100 ounces of gold annually for a period of 10.2 years. The mine will produce copper and zinc concentrates which will be sold to smelters via the port site of Botwood. Total cash operating costs have been estimated at US $0.32 per pound of copper produced, net of zinc, silver and gold credits. The capital investment required to develop the mine has been estimated by MRDI at CDN $79.6 million. On a full equity basis at metal prices of US $0.95/lb Cu, $0.50/lb Zn, $0.20/lb Pb, $5.00/oz Ag and $275/oz Au and an exchange rate of US $1.00 = CDN $1.47, the project will generate an internal rate of return of 18% and has a net present value discounted at 7.5% of CDN $44.5 million.
Thundermin's focus for 2001 will be on the Duck Pond Project. The detailed positive feasibility study just completed has demonstrated that the Duck Pond and Boundary deposits can be developed for mining and generate an acceptable 18% rate of return on capital for shareholders at reasonable metal prices. Therefore, a decision has been made by Thundermin and its 50% joint venture partner Queenston Mining Inc. to proceed with development of these deposits for mining and
efforts to finance the required capital will begin immediately. Subject to financing, it is anticipated that a decision to develop a 1,500 t/day mining/milling complex at Duck Pond could be made in late 2001 with commercial production targeted for 2003. Thundermin is the operator of the Duck Pond Project.
Exploration
Exploration work was carried out by your company on six of its portfolio of 61 properties in 2000 at a cost of approximately $2.6 million. This work was principally carried out on base metal properties in Newfoundland, Manitoba and Saskatchewan. While no new orebodies were discovered, progress toward that objective was made and a number of new exploration targets were defined. During the winter of 2001, drilling carried out on the Counsell Lake property in Manitoba resulted in several ore-grade massive sulphide intersections, with |
1 | 20592077_b0 | 20592077 | 012,000 of unclaimed exploration and development expenditures and $1,981,000 of noncapital loss carry-forwards, at December 31, 2000. Under certain circumstances, the foregoing may be utilized to reduce taxable income in future years. No benefit from these expenditures has been recognized in these financial statements.
The non-capital loss carry-forwards expire as follows:
$
2001 2002 2003 2004 2005 2006 2007
152,000 205,000 288,000 248,000 147,000 540,000 401,000
1,580,001
9. Fair Value of Financial Instruments
The carrying amount of cash and short-term deposits, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term maturities of these instruments. Thundermin's carrying cost and market value of its investments are disclosed in note 4.
20
Corporate Information
DIRECTORS John M. Arnold · Mining Executive, Guelph James W. Gill · President and Chief Executive Officer, Aur Resources Inc., Toronto
Hugh D. Harbinson Chairman, Queenston Mining Inc., Toronto
John B. Heslop President and Chief Executive Officer, Thundermin Resources Inc., Burlington
Peter McCarter Vice-President and Secretar y, Aur Resources Inc., Toronto Charles E. Page · President and Chief Executive Officer, Queenston Mining Inc., Toronto
· Member of Audit Committee
OFFICERS
James W. Gill Chairman of the Board
John B. Heslop President and Chief Executive Officer
Hugh D. Harbinson Managing Director
Susan Smith Secretar y
Peter McCarter Assistant Secretary
HEAD OFFICE
Suite 1116, 111 Richmond Street West Toronto, Ontario M5H 2G4 Telephone: (416) 364-0001 Fax: (416) 364-5098
Auditors Moore Stephens Cooper Molyneux LLP, Toronto
Legal Counsel Aird & Berlis, Toronto
Registrar & Transfer Agent CIBC Mellon Trust Company, Toronto
Stock Exchange Listing The Toronto Stock Exchange Symbol THR
Printed in Canada
Stewart
Lac Long
Hanson Lake
Lynn Lake
Flin Flon Snow Lake
Duck Pond Chibougamau
Kirkland Lake Timmins
Wawa
Matagami Val d'Or Rouyn-Noranda
Toronto
|
1 | 20592077_b1 | 20592077 | 16 per share on or prior to June 29, 2002.
(e) Common share purchase options Thundermin has in effect a Stock Option Plan (the "Plan") that provides for the granting of options to directors, officers, employees and service providers. The terms of the grants under the Plan are determined by a Board appointed committee. As at December 31, 2000, options to purchase up to 2,025,000 common shares, exercisable at prices equal to the market price of Thundermin's shares as at the grant date, were outstanding as follows:
2,000,000 options granted January 4, 1999, exercisable at $0.17, expiring January 4, 2004.
25,000 options granted April 26, 1999, exercisable at $0.23, expiring April 26, 2004.
No compensation expense is recognized when stock options of Thundermin are granted.
19
THUNDERMIN RESOURCES INC.
(f) Loss per share Loss per share has been calculated using the weighted average number of common shares outstanding during the year, being 31,730,348 (1999 29,216,589) shares.
8. Income Taxes
Thundermin has approximately $24,012,000 of unclaimed exploration and development expenditures and $1,981,000 of noncapital loss carry-forwards, at December 31, 2000. Under certain circumstances, the foregoing may be utilized to reduce taxable income in future years. No benefit from these expenditures has been recognized in these financial statements.
The non-capital loss carry-forwards expire as follows:
$
2001 2002 2003 2004 2005 2006 2007
152,000 205,000 288,000 248,000 147,000 540,000 401,000
1,580,001
9. Fair Value of Financial Instruments
The carrying amount of cash and short-term deposits, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term maturities of these instruments. Thundermin's carrying cost and market value of its investments are disclosed in note 4.
20
Corporate Information
DIRECTORS John M. Arnold · Mining Executive, Guelph James W. Gill · President and Chief Executive Officer, Aur Resources Inc., Toronto
Hugh D. Harbinson Chairman, Queenston Mining Inc., Toronto
John B. Heslop President and Chief Executive Officer, Thundermin |
1 | 20616124_0 | 20616124 | ANNUAL REPORT 2001
COMPANY PROFILE
Karmin Exploration Inc. is a base and precious metal exploration company, which in 1996 discovered the Valley volcanogenic massive sulphide mineralization, a zinc- and silverrich deposit near Aripuanã in the state of Mato Grosso, Brazil. In 1999, Karmin formed a joint venture with Anglo American Brasil Ltda to explore the sulphide mineralization on Karmin's and Anglo's adjoining properties, where similar VMS discoveries have been made. Karmin owns 28.5% of the sulphide base metal project by holding 95% of MRA (its Brazilian subsidiary), which holds 30% of the joint venture. Karmin's Aripuanã property also hosts near-surface gold mineralization; Karmin owns 100% of all the goldbearing oxide rock on the combined property, subject to a 2% royalty.
HIGHLIGHTS OF THE YEAR
Resource tonnage increased by 60% at Aripuanã to a total 18.68 million tonnes of polymetallic mineralization
New CEO with proven geological and executive experience in junior and senior mining companies accepts appointment subsequent to year-end
Long-term debt eliminated; overhead costs reduced by two-thirds
160-meter stepout hole west of 11.65-million-tonne Valley Deposit intersects 9 meters grading 16.6% zinc, 5.4% lead and 156 grams per tonne silver
Mocotó drill program discovers 3 massive sulphide lenses 10 km south of the Valley/Arex area, and intersects 7 meters grading 11.65% zinc and 2.73 grams per tonne gold at a shallow depth of 40 meters
Multiple mineralized zones across 11,046-hectare Aripuanã property confirm a classic volcanogenic massive sulphide regional system
MESSAGE TO SHAREHOLDERS
With great satisfaction I can report that, in the 2001 fiscal year, resources at the Valley and Arex deposits
have increased by 60%. Our partners, the global mining company Anglo American, have drilled and advanced the Aripuanã project to 18.68 million tonnes of polymetallic inferred resource. Nearly twothirds of the way to our previously stated goal of 30 million tonnes.
This is exciting news indeed. In addition, in August 2001 we lured back the key discoverer of the Valley Deposit. Bill Fisher has returned to Karmin as CEO. Bill was founding president of Kar |
1 | 20616124_1 | 20616124 | 160-meter stepout hole west of 11.65-million-tonne Valley Deposit intersects 9 meters grading 16.6% zinc, 5.4% lead and 156 grams per tonne silver
Mocotó drill program discovers 3 massive sulphide lenses 10 km south of the Valley/Arex area, and intersects 7 meters grading 11.65% zinc and 2.73 grams per tonne gold at a shallow depth of 40 meters
Multiple mineralized zones across 11,046-hectare Aripuanã property confirm a classic volcanogenic massive sulphide regional system
MESSAGE TO SHAREHOLDERS
With great satisfaction I can report that, in the 2001 fiscal year, resources at the Valley and Arex deposits
have increased by 60%. Our partners, the global mining company Anglo American, have drilled and advanced the Aripuanã project to 18.68 million tonnes of polymetallic inferred resource. Nearly twothirds of the way to our previously stated goal of 30 million tonnes.
This is exciting news indeed. In addition, in August 2001 we lured back the key discoverer of the Valley Deposit. Bill Fisher has returned to Karmin as CEO. Bill was founding president of Karmin until 1997 when he left to gain invaluable experience as Vice President of Exploration for one of the world's largest zinc producers. His experience will prove to be an asset now that Karmin has achieved such significant exposure in the emerging Aripuanã base metals camp.
The Aripuanã project is an excellent, and rare, zinc exploration asset that is at an advanced stage. Our
work to date has established 18.68 million tonnes of polymetallic mineralization in two deposits. Both
"Resource tonnage increased by 60% last year. Our work to date has established
Karmin and Anglo agree that a realistic target for the project is 30 million tonnes of mineralization at the currently observed grades. The target size is dictated both
18.68 million tonnes of polymetallic
by grade and by the location of the project in central Brazil.
mineralization in two deposits."
The objective of the current exploration project is to achieve this tonnage through both new discoveries within
the belt and tonnage extensions on the two existing inferred resources at Arex and Valley. The results to
date are very encouraging and the increase in budget by our joint venture partner attests to their |
1 | 20616124_2 | 20616124 | min until 1997 when he left to gain invaluable experience as Vice President of Exploration for one of the world's largest zinc producers. His experience will prove to be an asset now that Karmin has achieved such significant exposure in the emerging Aripuanã base metals camp.
The Aripuanã project is an excellent, and rare, zinc exploration asset that is at an advanced stage. Our
work to date has established 18.68 million tonnes of polymetallic mineralization in two deposits. Both
"Resource tonnage increased by 60% last year. Our work to date has established
Karmin and Anglo agree that a realistic target for the project is 30 million tonnes of mineralization at the currently observed grades. The target size is dictated both
18.68 million tonnes of polymetallic
by grade and by the location of the project in central Brazil.
mineralization in two deposits."
The objective of the current exploration project is to achieve this tonnage through both new discoveries within
the belt and tonnage extensions on the two existing inferred resources at Arex and Valley. The results to
date are very encouraging and the increase in budget by our joint venture partner attests to their
enthusiasm. Your Company's objective is to return full value to the shareholders from this highly
promising project, and we are positioning the Company to achieve this through a CDNX tier elevation,
regular news dissemination and lean, non-dilutive operations.
Outlook
Anglo American's two-year exploration budget is CDN$2.8 million. After spending $1.7 million in 2000, the remaining $1.1 million is committed for 2001. The mining sector generally is experiencing a difficult period. But I am delighted to report that expenditures at Aripuanã have exceeded contractual requirements a very strong signal that our jointventure partner Anglo American views Aripuanã as one of its top projects.
The principal metals found at Aripuanã are zinc, silver and gold. There was some firming of the zinc price in 2000, but silver remains at a low point in its cycle. Gold, while demonstrating some volatility, continues to be affected by central bank sell-offs and the accompanying negative sentiment. With the economic slowdown in 2001, the zinc price has revisited historic lows, and gold and silver are confined to narrow ranges at low points in their cycles. Under this scenario, |
1 | 20616124_3 | 20616124 |
enthusiasm. Your Company's objective is to return full value to the shareholders from this highly
promising project, and we are positioning the Company to achieve this through a CDNX tier elevation,
regular news dissemination and lean, non-dilutive operations.
Outlook
Anglo American's two-year exploration budget is CDN$2.8 million. After spending $1.7 million in 2000, the remaining $1.1 million is committed for 2001. The mining sector generally is experiencing a difficult period. But I am delighted to report that expenditures at Aripuanã have exceeded contractual requirements a very strong signal that our jointventure partner Anglo American views Aripuanã as one of its top projects.
The principal metals found at Aripuanã are zinc, silver and gold. There was some firming of the zinc price in 2000, but silver remains at a low point in its cycle. Gold, while demonstrating some volatility, continues to be affected by central bank sell-offs and the accompanying negative sentiment. With the economic slowdown in 2001, the zinc price has revisited historic lows, and gold and silver are confined to narrow ranges at low points in their cycles. Under this scenario, the strategy of your directors has focused on minimizing expenditures. There are certain unavoidable costs associated with a public
ARIPUANÃ PROJECT
Karmin / Anglo American
Joint Venture
2
company, but any further expenditures were severely curtailed. G&A costs were reduced by over twothirds, coupled with a virtual halting of exploration expenditures by Karmin. This resulted in as little dilution as possible to your shareholding, while allowing time for the technical developments funded and managed by our partner to advance. Additionally, we have chosen not to allocate funds to the Aripuanã gold oxide project, until the outlook for gold improves. We believe that the mining industry is at the low point in the cycle, and for base metals this is the dark before the dawn. The price of zinc, the major metal at Aripuanã, is at an unsustainably low price, below the median cost of production, so a rebound seems inevitable. While Karmin's share price has remained reasonably stable, many of our peers in the zinc and base metals sector have suffered sharp declines in value. Karmin's market capitalization has remained comparatively buoyant. The junior sector traditionally does well on a rising market, and we believe that is |
1 | 20616124_b0 | 20616124 | 600,000 warrants during the year ended April 30, 2000, all of which were still outstanding at April 30, 2000 and 2001. Each warrant may be converted into one common share of the company at an exercise price of $0.25 until December 13, 2001. These warrants were issued in connection with a private placement of common shares to a third party.
6 Income taxes
As at April 30, 2001, the company has available tax losses for Canadian income tax purposes which may be carried forward to reduce taxable income derived in future years. A summary of these losses is provided below.
Non-capital losses expiring in:
2002 2003 2004 2005 2006 2007
$ 155,375 621,549 1,025,426 1,454,044 1,377,216
55,842
The potential income tax benefits of these carry-forward non-capital losses have not been recognized in the consolidated financial statements.
16
CORPORATE INFORMATION
Karmin Exploration Inc.
The Lumsden Building 6 Adelaide Street East, Suite 901 Toronto, Ontario M5C 1H6 Tel: (416) 367-0369 Fax: (416) 868-6467 Email: email@karmin.com Website: www.karmin.com
Management and Directors
(subsequent to year-end) William J. Fisher, Chief Executive Officer and Director John A. Iannozzi, CA, Chief Financial Officer and Director Robert Ciccarelli, Corporate Secretary and Chairman A. Douglas McCallum, Director Matthew L. Manson, Ph.D., FGAC, Director
Transfer Agent
Montreal Trust Company of Canada Montreal, Quebec
Auditors
PricewaterhouseCoopers LLP Toronto, Ontario
Share Information
Listing: Canadian Venture Exchange (CDNX) Symbol: YKA
Investor Relations
Olav Svela and Cathy Hume Hume, Kieran Inc. Toronto, Ontario Tel: (416) 868-1079 Fax: (416) 868-6198 Email: olav@humekieran.com Web site: www.humekieran.com
Annual General Meeting
All shareholders and other interested parties are cordially invited to attend the Annual General Meeting of Shareholders Thursday, October 25, 2001, 4:15 PM The Fairmont Royal York Hotel New Brunswick Room, 100 Front Street West, Toronto, Ontario M5J 1E3.
|
1 | 20616124_b1 | 20616124 | )
Share options Movements in the company's share options were as follows:
Number of options
Exercise price $
Balance April 30, 1999
4,805,151
0.05
Cancelled Issued
Expiring September 30, 2004 Expiring September 30, 2001 Expiring March 25, 2005
(4,805,151 )
0.05
1,820,000
0.20
50,000
0.20
150,000
0.40
Balance April 30, 2000 Cancelled
2,020,000
(170,000 )
0.20
Balance April 30, 2001
1,850,000
All options previously outstanding at April 30, 1999 were cancelled by the board of directors. A total of 2,020,000 options were issued to officers and directors of the company during the year ended April 30, 2000. During the year, 170,000 of the options expiring September 30, 2004 were cancelled. The weighted average exercise price of the options outstanding at April 30, 2001 is $0.22.
Warrants The company issued 600,000 warrants during the year ended April 30, 2000, all of which were still outstanding at April 30, 2000 and 2001. Each warrant may be converted into one common share of the company at an exercise price of $0.25 until December 13, 2001. These warrants were issued in connection with a private placement of common shares to a third party.
6 Income taxes
As at April 30, 2001, the company has available tax losses for Canadian income tax purposes which may be carried forward to reduce taxable income derived in future years. A summary of these losses is provided below.
Non-capital losses expiring in:
2002 2003 2004 2005 2006 2007
$ 155,375 621,549 1,025,426 1,454,044 1,377,216
55,842
The potential income tax benefits of these carry-forward non-capital losses have not been recognized in the consolidated financial statements.
16
CORPORATE INFORMATION
Karmin Exploration Inc.
The Lumsden Building 6 Adelaide Street East, Suite 901 Toronto, Ontario M5C 1H6 Tel: (416) 367-0369 Fax: (416) 868-6467 Email: email |
1 | 20683113_0 | 20683113 | ANNUAL
REPORT
2001
Boliden AB, Kanalvägen 18, InfraCity, Box 5001, SE-194 05 Upplands8V4äsby, Sweden. Tel. +46 8 610 15 00, Fax. +46 8 31 55 45, www.boliden.ca
1
Contents
Information
4
Year in summary
5
Message from the President and CEO 6 7
Boliden today and in the future
8 9
Mining Operations
10 13
Smelter Operations
14 17
Fabrication
18 21
Technology Sales
22 23
Exploration and development
24 25
Ore reserves and mineral resources 26 27
Boliden metals
28 30
The metals market
31 33
Financial risk management
34 35
Boliden personnel
36 37
Environment, health and safety
38 41
The Boliden share
42 43
Report of the Board of Directors
44 47
Consolidated income statement
48
Consolidated balance sheet
49 50
Consolidated statements of cash flow
51
Income statement Parent Company
52
Balance sheet Parent Company
52
Statement of cash flow Parent Company 53
Accounting principles
54 57
Notes
58 70
Auditors' report
71
Five-year overview
72 75
Boliden Board of Directors and Auditors 76
Boliden Group Management
77
Glossar y
78 79
Definitions
79
Addresses
80 81
Boliden's history
82
2
3
Information
Year in summary
Information concerning the annual general meeting of shareholders The annual general meeting of shareholders will commence at 3 p.m. on 29th April 2002 in the Expolaris Kongresscenter in Skellefteå, Sweden.
Nominee shareholders Shareholders with shares registered in the name of an authorized trustee must register their shares in their own names temporarily via V |
1 | 20683113_1 | 20683113 | 47
Consolidated income statement
48
Consolidated balance sheet
49 50
Consolidated statements of cash flow
51
Income statement Parent Company
52
Balance sheet Parent Company
52
Statement of cash flow Parent Company 53
Accounting principles
54 57
Notes
58 70
Auditors' report
71
Five-year overview
72 75
Boliden Board of Directors and Auditors 76
Boliden Group Management
77
Glossar y
78 79
Definitions
79
Addresses
80 81
Boliden's history
82
2
3
Information
Year in summary
Information concerning the annual general meeting of shareholders The annual general meeting of shareholders will commence at 3 p.m. on 29th April 2002 in the Expolaris Kongresscenter in Skellefteå, Sweden.
Nominee shareholders Shareholders with shares registered in the name of an authorized trustee must register their shares in their own names temporarily via VPC AB in good time before Friday 19th April 2002.
Attendance
Shareholders wishing to attend the meeting should be entered in the share register kept by the [Swedish] Securities Register Centre, VPC AB by Friday 19th April 2002 at the latest and should also apply by 4 p.m. on Tuesday 23rd April 2002 at the latest. Applications can be made by post to Boliden AB, Koncernstab Juridik, Box 5001, SE-194 05 Upplands Väsby, Sweden, by telephone +46 8 507 126 16 between 9 a.m. and 4 p.m., by fax. +46 8 507 126 30 or via the Boliden homepage at www.boliden.ca
Financial information during 2002 29th April Interim report, January-March, 2002 14th August Interim report, January-June, 2002 22nd October Interim report, January-September, 2002
Complete particulars, financial and other information about Boliden in English and Swedish can be found on the company homepage at www.boliden.ca
The material can also be ordered from Boliden AB, Box 5001, SE-194 05 Upp |
1 | 20683113_2 | 20683113 | PC AB in good time before Friday 19th April 2002.
Attendance
Shareholders wishing to attend the meeting should be entered in the share register kept by the [Swedish] Securities Register Centre, VPC AB by Friday 19th April 2002 at the latest and should also apply by 4 p.m. on Tuesday 23rd April 2002 at the latest. Applications can be made by post to Boliden AB, Koncernstab Juridik, Box 5001, SE-194 05 Upplands Väsby, Sweden, by telephone +46 8 507 126 16 between 9 a.m. and 4 p.m., by fax. +46 8 507 126 30 or via the Boliden homepage at www.boliden.ca
Financial information during 2002 29th April Interim report, January-March, 2002 14th August Interim report, January-June, 2002 22nd October Interim report, January-September, 2002
Complete particulars, financial and other information about Boliden in English and Swedish can be found on the company homepage at www.boliden.ca
The material can also be ordered from Boliden AB, Box 5001, SE-194 05 Upplands Väsby, Sweden (tel. +46 8 610 15 00; fax. +46 8 31 55 45).
4
February Boliden sells its 50 per cent holding in the October Laisvall mine in Sweden closed following Norzink smelter in Norway to Finland's Outokumpu Oyj. depletion of ore reserves.
May Boliden management reaches decision on new share issues to refinance and restructure the company.
June Boliden sells the Chilean copper deposit, Lomas Bayas.
August Jan Johansson is appointed Managing Director. Fully subscribed new share issues generate SEK 2.6 billion for Boliden and put new financing in place. Boliden's new hedging program implemented after the old one is terminated.
September New board of directors chosen. Production ceases at the Spanish mine, Los Frailes. Value of Canadian mine, Myra Falls, written down by MSEK 1 159.
November Decision reached in extraordinary general meeting of shareholders of Boliden Limited to move Boliden head office from Canada to Sweden.
December Boliden AB becomes new parent company of the group in conjunction with move back to Sweden.
Boliden share listed |
1 | 20683113_3 | 20683113 | lands Väsby, Sweden (tel. +46 8 610 15 00; fax. +46 8 31 55 45).
4
February Boliden sells its 50 per cent holding in the October Laisvall mine in Sweden closed following Norzink smelter in Norway to Finland's Outokumpu Oyj. depletion of ore reserves.
May Boliden management reaches decision on new share issues to refinance and restructure the company.
June Boliden sells the Chilean copper deposit, Lomas Bayas.
August Jan Johansson is appointed Managing Director. Fully subscribed new share issues generate SEK 2.6 billion for Boliden and put new financing in place. Boliden's new hedging program implemented after the old one is terminated.
September New board of directors chosen. Production ceases at the Spanish mine, Los Frailes. Value of Canadian mine, Myra Falls, written down by MSEK 1 159.
November Decision reached in extraordinary general meeting of shareholders of Boliden Limited to move Boliden head office from Canada to Sweden.
December Boliden AB becomes new parent company of the group in conjunction with move back to Sweden.
Boliden share listed on Stockholm Stock Exchange O-list, with secondary listing on Toronto Stock Exchange, Canada.
Temporary production stoppage at Canadian mine, Myra Falls.
Boliden reaches agreement with local government and personnel regarding procedure for closure of Spanish mine, Los Frailes.
Key data (SEK million unless stated otherwise) Turnover Operating result Items affecting comparability (IAC) Operating result excl. IAC Net result for year Investments Capital employed Net debt
2001 10 250
-949 -724 -225 -2 237 665 7 039 -4 803
2000 9 825 -4 932 -4 835
-97 -4 737 1 429 7 772 -8 358
Return on capital employed, % Equity ratio, times Earnings per share (SEK) Earnings per share excl. IAC (SEK) Equity per share (SEK) Dividend per share (SEK) Market value Average number of employees
2001 2000
-12.8 -53.8
22.6 0.6
-26.08 -55.19
-17.64 1.16
29.45 0.91
- |
1 | 20683113_b0 | 20683113 | per cent of Preussag in Germany.
1976 Mining operations start at the state-owned Stekenjokk mine in southern Lapland's fell district. Operation of the mine is sub-contracted to Boliden.
1979 Boliden acquires the Danish recycling company Paul Bergsöe & Son, now known as Boliden Bergsöe AB.
1981 The metal recycling company AB Arv. Andersson becomes a Boliden subsidiary.
1984 The mine in Enåsen is inaugurated.
1985 Boliden forms a joint venture with the state in Saudi Arabia to mine gold.
1987 Trelleborg AB acquires the majority of shares in Boliden.
1988 Boliden acquires a Spanish subsidiary, Boliden Apirsa SL. Aitik is expanded.
1990 The Boliden Area concentrator at is expanded and modernized.
1991 Boliden Contech wins a contract to build a precious metal plant in Poland. The award represents success for Boliden's KALDO technique and leads to numerous similar contracts.
1992 Mining starts at Petiknäs mine.
1995 Decision reached to expand Petiknäs, which involved joining up the Petiknäs and Renström mines. Mining starts at Boliden Apirsa's Los Frailes mine and the expanded copper line at Rönnskär is inaugurated.
1997 Boliden implements an IPO and the shares are listed on the stock exchange in Toronto, Canada, where the company also establishes its head office.
1998 Boliden acquires the Canadian mining company Westmin Resources, inclusive of the Lomas Bayas mining project in Chile. Los Frailes is shut down following the failure of the tailings dam. Boliden resolves to expand Rönnskär.
1999 Production resumed at Los Frailes. Boliden disposes of 75 per cent of AB Arv. Andersson. Boliden floats a new share issue.
2000 The new Rönnskär complex is inaugurated. Boliden struck by economic difficulties. Planning begins to move the company home to Sweden.
2001 Boliden moves back to Sweden and the Boliden share is listed on the Stockholm Stock Exchange O-list. Operations outside Sweden are sold. Banks, former owners and new investors plough SEK 2.6 billion into the company.
82
|
1 | 20683113_b1 | 20683113 | Gruvaktiebolag and Skellefteå Gruvaktiebolag are formed.
1929 Ivar Kreuger buys 90 per cent of the shares in Skandinaviska Banken.
1930 The Rönnskär smelter is inaugurated.
1931 The two original companies are merged to create Boliden.
1934 Boliden taken over again by Skandinaviska Banken following Kreuger's death.
1938 Mining operations start at Laver. Boliden builds a town near the mine.
1940-41 Mining operations start at Kristineberg, Bjurfors, Lainjaur and Rävliden.
1943 Mining operations start at Laisvall.
1957 Boliden acquires Garpenberg mine.
1964 Boliden purchases half the shares at the Norwegian zinc smelter, Norzink.
1968 Mining operations start at Aitik.
1969 The copper-processing plants at Rönnskär are modernized and expanded.
1972 Boliden acquires the majority of shares in miningequipment manufacturer Sala Maskinfabriks AB, as well as 50 per cent of Preussag in Germany.
1976 Mining operations start at the state-owned Stekenjokk mine in southern Lapland's fell district. Operation of the mine is sub-contracted to Boliden.
1979 Boliden acquires the Danish recycling company Paul Bergsöe & Son, now known as Boliden Bergsöe AB.
1981 The metal recycling company AB Arv. Andersson becomes a Boliden subsidiary.
1984 The mine in Enåsen is inaugurated.
1985 Boliden forms a joint venture with the state in Saudi Arabia to mine gold.
1987 Trelleborg AB acquires the majority of shares in Boliden.
1988 Boliden acquires a Spanish subsidiary, Boliden Apirsa SL. Aitik is expanded.
1990 The Boliden Area concentrator at is expanded and modernized.
1991 Boliden Contech wins a contract to build a precious metal plant in Poland. The award represents success for Boliden's KALDO technique and leads to numerous similar contracts.
1992 Mining starts at Petiknäs mine.
1995 Decision reached to expand Petiknäs, which involved |
1 | 20701747_0 | 20701747 | ANNUAL REPORT 2002
COMPANY PROFILE
Karmin Exploration Inc. is a base and precious metal exploration company, which in 1996 discovered the Valley volcanogenic massive sulphide mineralization, a zinc and silver-rich deposit near Aripuana in the state of Mato Grosso, Brazil. In 1999, Karmin formed a joint venture with Anglo American Brazil Ltda. to jointly explore the sulphide mineralization on Karmin's and Anglo's adjoining properties, where similar VMS discoveries have been made. Karmin owns 28.5% of the sulphide base metal project by holding 95% of MRA (its Brazilian subsidiary), which holds 30% of the joint venture. Karmin's Aripuana property also hosts near-surface gold mineralization; Karmin has the right to exploit 100% of all the gold-bearing oxide potential on the combined property, subject to a 2% royalty.
HIGHLIGHTS OF THE YEAR
· Resource base at Aripuana increased 27% to 23.74 million tonnes of moderate grade zinc/silver mineralization, using a US$30 per tonne cut off
· Drilling confirms continuity of Valley mineralization over a kilometer strike length, including new intersection of 5.85 meters grading 8.5% zinc, 92 grammes per tonnes (g/t) silver and 3% lead, 500 meters west of previous drilling.
· Drilling confirms massive sulphides in the Babaçu zone.
· New zone identified at Boroca
· Joint venture partner Anglo-American invested over US$1 million in Aripuanã in 2002 fiscal year.
MESSAGE TO SHAREHOLDERS
The 2001-2002 fiscal year has been one of consolidation for your Company, as the excellent results of previous campaigns are absorbed. Moderate activities at the flagship project, Aripuanã, reflect the global economic downturn. Our partners at the Aripuana property have continued to drill with success and the potential to expand known potential to an extremely large resource base remains excellent. Anglo-American reported to us in May 2002 their Resource Evaluation, which increased the resource tonnage at Aripuanã by 27% to 23,740,000 tonnes. There is additional potential to increase this, particularly west of the Valley deposit, which will be the subject of future programs. The Company is positioned to take advantage of the systematic and professional development of the resources at no direct cost to Karmin until a fully bankable feasibility study is completed |
1 | 20701747_1 | 20701747 | 8.5% zinc, 92 grammes per tonnes (g/t) silver and 3% lead, 500 meters west of previous drilling.
· Drilling confirms massive sulphides in the Babaçu zone.
· New zone identified at Boroca
· Joint venture partner Anglo-American invested over US$1 million in Aripuanã in 2002 fiscal year.
MESSAGE TO SHAREHOLDERS
The 2001-2002 fiscal year has been one of consolidation for your Company, as the excellent results of previous campaigns are absorbed. Moderate activities at the flagship project, Aripuanã, reflect the global economic downturn. Our partners at the Aripuana property have continued to drill with success and the potential to expand known potential to an extremely large resource base remains excellent. Anglo-American reported to us in May 2002 their Resource Evaluation, which increased the resource tonnage at Aripuanã by 27% to 23,740,000 tonnes. There is additional potential to increase this, particularly west of the Valley deposit, which will be the subject of future programs. The Company is positioned to take advantage of the systematic and professional development of the resources at no direct cost to Karmin until a fully bankable feasibility study is completed. We are proud to have Anglo American (Anglo) as our partner, who bring the expertise of one of the world's largest mining organizations to our venture.
Aripuanã is an excellent, and rare, zinc exploration project that is at an advanced stage. Your Company's objective is to return full value to the shareholders from this highly promising project, but recognize that market forces, beyond the control of a junior exploration company, have provided a period of sustained low commodity prices. This has pressured investment for development projects like Aripuanã.
Outlook
Anglo-American's two-year exploration budget for 2000/2001 was CDN$2.8 million. After spending $1.7 million in 2000, the remaining $1.1 million was spent in 2001. While the expenditures at Aripuana have exceeded contractual requirements, the overall mining sector remains mired in the doldrums. The principal metal found at Aripuana is zinc with significant value in silver, gold and copper.
All zinc price gains in 2000 were lost as over-production by the mining and smelting industry has contributed to the zinc price remaining at multi-generational lows. No further zinc mines or smelters will be built until the fundamental supply |
1 | 20701747_2 | 20701747 | . We are proud to have Anglo American (Anglo) as our partner, who bring the expertise of one of the world's largest mining organizations to our venture.
Aripuanã is an excellent, and rare, zinc exploration project that is at an advanced stage. Your Company's objective is to return full value to the shareholders from this highly promising project, but recognize that market forces, beyond the control of a junior exploration company, have provided a period of sustained low commodity prices. This has pressured investment for development projects like Aripuanã.
Outlook
Anglo-American's two-year exploration budget for 2000/2001 was CDN$2.8 million. After spending $1.7 million in 2000, the remaining $1.1 million was spent in 2001. While the expenditures at Aripuana have exceeded contractual requirements, the overall mining sector remains mired in the doldrums. The principal metal found at Aripuana is zinc with significant value in silver, gold and copper.
All zinc price gains in 2000 were lost as over-production by the mining and smelting industry has contributed to the zinc price remaining at multi-generational lows. No further zinc mines or smelters will be built until the fundamental supply and demand indices are in balance. The price of zinc remains below the median cost of production, so a rebound is inevitable. During this period where many miners are producing zinc at a loss, metal reserves are not being replaced as mining companies concentrate on reducing all costs to remain in business. The longer this scenario continues and the global zinc resource base is eroded, the more striking the recovery will become, as it takes many years to reestablish significant reserves. Those companies that hold a resource inventory will be well placed in any recovery. Karmin is one of few companies with such a direct exposure to zinc and to such a larger mineral inventory.
On the positive side, gold has revived after several years of poor performance. The Brazilian currency, the Real, has continued to devalue and dollar costs are reducing for operations within the country. We anticipate that upon reviving of the base metals price scenario that Brazil will once again become a cheap and effective country to explore.
Under this mixed commodity outlook, the strategy of your directors continues to be prudent, and focused on minimizing expenditures. There are certain unavoidable costs associated with a public company, but any further expenditure has been eliminated. This resulted in as little dilution as possible to your
shareholding, while allowing time for the |
1 | 20701747_3 | 20701747 | and demand indices are in balance. The price of zinc remains below the median cost of production, so a rebound is inevitable. During this period where many miners are producing zinc at a loss, metal reserves are not being replaced as mining companies concentrate on reducing all costs to remain in business. The longer this scenario continues and the global zinc resource base is eroded, the more striking the recovery will become, as it takes many years to reestablish significant reserves. Those companies that hold a resource inventory will be well placed in any recovery. Karmin is one of few companies with such a direct exposure to zinc and to such a larger mineral inventory.
On the positive side, gold has revived after several years of poor performance. The Brazilian currency, the Real, has continued to devalue and dollar costs are reducing for operations within the country. We anticipate that upon reviving of the base metals price scenario that Brazil will once again become a cheap and effective country to explore.
Under this mixed commodity outlook, the strategy of your directors continues to be prudent, and focused on minimizing expenditures. There are certain unavoidable costs associated with a public company, but any further expenditure has been eliminated. This resulted in as little dilution as possible to your
shareholding, while allowing time for the technical developments funded and managed by our partner to advance, and the metal supply market to revive. The company has chosen not to allocate funds to the Aripuana gold oxide project, until the metals outlook improves, and serious funds can be raised to explore the near surface gold potential at Aripuanã.
Aripuanã project remains the largest undeveloped zinc project in Brazil and one of the largest in Latin America. Resources have historically grown annually as Aripuanã is systematically and professionally developed. Maintaining a significant proportion of this project, which was discovered by your company, will benefit shareholders in a rising metals price cycle. The company's exposure is being maintained in the project with the minimum of dilution.
I would like to thank you, the shareholders, for your patience and support through 2001/2002, which, despite a number of solid technical successes, has not been the easiest year. I look forward to prudent development of the Company and its flagship Aripuana properties in the coming year.
Respectfully,
William (Bill) Fisher
Chief Executive Officer
OPERATIONS REVIEW
Aripuanã History of the Aripuanã Property
The Aripuanã property was originally a gold target covering 2,000 |
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