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interessant
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witzig
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gut analysiert
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informativ
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0
A0ETPA
ISIN
CA34660G1046
Letzte Kurse Zeit Kurs Volumen
16:48:33 2,43 25000 ;-)
16:47:24 2,43 100000 ;-)
16:44:58 2,43 374
16:40:42 2,42 1250
16:23:44 2,42 3400
16:23:39 2,42 3000
16:23:00 2,43 1500
16:16:52 2,45 3750
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Dollaranstieg drückt auf Rohstoffpreise
17.12.2007 | 10:53 Uhr | Eugen Weinberg (Commerzbank AG)
Der US-Dollar konnte sich in den vergangenen drei Handelstagen deutlich erholen und notiert aktuell bei knapp 1,4450 USD je EUR. Da Rohstoffe fast ausschließlich in US-Dollar notieren, führte dies zu rückläufigen Preisen, weil die Preise in anderen Währungen stabil bleiben. Durch den starken Anstieg der Konsumentenpreise (insbesondere der Kernrate) schätzen Marktteilnehmer die Wahrscheinlichkeit einer weiteren Zinssenkung für geringer ein, was den US-Dollar stärkte.

Energie
Die Dollar-Stärke hat zum Wochenschluss auch den Ölpreis trotz einiger positiver Faktoren zum Wochenausklang nach unten gedrückt. Einerseits ist der Ausblick für die Heizölnachfrage in den USA für diese Woche positiv, man geht von einem um 12% höheren als üblich Verbrauch aus. Außerdem traf am Sonntag die türkische Luftwaffe mehrere Dörfer im kurdischen Nordirak an. Darüber hinaus haben auch Bodentruppen das Grenzgebiet beschossen. Der türkische Vizepremier Cemil Çiçek sagte, man werde die Angriffe fortsetzen, solange dies nötig sei. Ängste über mögliche Angebotsstörungen haben heute Morgen noch keinen Einfluss auf die Preise gezeigt. Die Netto-Longpositionen der Großspekulanten zeigten beim Rohöl nur eine geringe Abnahme um knapp 100 Kontrakte auf 46,9 Tsd. Kontrakte. Wir rechnen für die nächsten Wochen mit einem rückläufigen Ölpreis.
Der Preis für Erdgas notierte am Freitag erneut schwächer und hat damit seit Donnerstag knapp 7,5% verloren und fiel heute Morgen unter die 7-USD-Marke. Bei Erdgas dehnten sich die Netto-Shortpositionen der Großspekulanten laut CFTC weiter aus und erreichten mit 92,8 Tsd. Kontrakten einen neuen negativen Extremwert. Angesichts der extremen Positionierung der Spekulanten und einer höheren Heizungsnachfrage überwiegen derzeit aus unserer Sicht eher Risiken eines starken Anstiegs.
Edelmetalle
Die US-Verbraucherpreise stiegen im November im 12-Monatsvergleich um 4,3% und übertrafen damit sogar die Konsensprognose von 4,1%. Die Kernrate, also ohne die volatilen Faktoren Nahrung und Energie, stieg um 2,3%. Die Realzinsen in den USA sind somit derzeit negativ, d.h. die Rendite der US-Staatsanleihen bis zu 10 Jahren Laufzeit liegen unter der Veränderungsrate der Verbraucherpreise.
Der negative Realzins sollte den Goldpreis eigentlich unterstützen. Da jedoch die hohen Konsumentenpreisanstiege auch die Wahrscheinlichkeit weiterer Zinsschnitte mindern und somit den US-Dollar stützen war die Reaktion bei Gold insgesamt negativ und der Preis schloss unter 800 USD je Unze. Die Netto-Longpositionen der Großspekulanten nahmen trotz des Preisrückgangs leicht um 3,5 Tsd. Kontrakte auf 171,7 Tsd. Kontrakte zu und bewegen sich damit weiterhin auf einem sehr hohen Niveau. Am Freitag feierte XETRA-Gold sein Handesdebüt an der Deutschen Börse.
Mit der Deutschen Börse AG ist ein weiterer Anbieter in das Geschäft mit goldbesicherten Anleihen bzw. Fonds mit physischer Goldhinterlegung eingestiegen. Wir rechnen damit, dass sich die Entwicklung fortsetzen und das Anlageinteresse an den Edelmetallen in Zukunft noch weitere erhöhen wird. Wir bleiben für den Goldpreis weiter positiv gestimmt und rechnen damit, dass sich die aktuelle Konsolidierungsformation, welche in der für Gold üblichen Dreiecks-Formation verläuft, bald nach oben auflösen wird.
Industriemetalle
Einer der größten Hedge-Fonds am Rohstoffmarkt, Red Kite, dürfte laut Investorenangaben im November 22% bzw. seit Jahresanfang bereits die Hälfte seines Vermögens verloren haben. Der Hauptfonds von RK Capital Management, welche im September noch 1 Mrd. USD verwaltete, dürfte angesichts dieser Verluste in seinen Positionen gefangen sein, womit sich die drastischen Preisbewegungen bei einigen Basismetallen erklären ließen. Im vergangenen Jahr erzielte der Fonds noch einen Gewinn von 188%. Ein weiterer bedeutender Hedge-Fonds, Touradji Capital Management, welcher über ein Volumen von 3 Mrd. USD verfügt, konnte in diesem Jahr bereits 40% an Wert gewinnen. Wir gehen davon aus, dass sich künftig noch mehr Hedge-Fonds in das Geschäft mit Rohstoff-Derivaten trauen und die Volatilitäten im Sektor weiter zunehmen werden.
Die chinesischen Importe an raffiniertem Kupfer und Kupferlegierungen stiegen laut der chinesischen Zollbehörde in den ersten 11 Monaten des Jahres um 86% gegenüber dem Vorjahreszeitraum auf 1,6 Mio. Tonnen. Im November betrugen die Importe 132,6 Tsd. Tonnen. Dies gepaart mit den starken Rückgängen der Lagerbestände an der SHFE in Shanghai - seit Mitte November haben sich diese mehr als halbiert - könnte den Kupferpreis kurzfristig unterstützen. Mittelfristig gehen wir von einer weiteren Preiskorrektur aus.
© Eugen Weinberg
Senior Commodity Analyst
Quelle: Commerzbank AG, Corporates Markets
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Jetzt ist es wieder soweit, die Anleger sind hypernervös.
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Cash von Forsys immernoch 55 Mille nicht schlecht ;-)
FORSYS METALS CORP.
(the “Company”)
FORM 51-102F1
MANAGEMENT’S DISCUSSION & ANALYSIS
Date
This MD&A is dated December 14, 2007 and should be read in conjunction with the unaudited consolidated
financial statements for the nine months ended October 31, 2007.
Overall Performance
The Company is engaged in the acquisition and exploration of properties with the potential for uranium and
mineral commodities. The Company, either directly or through joint venture partnership, holds interests in
mineral properties in Namibia, Africa. The Class A common shares of the Company are listed for trading on
the Toronto Stock Exchange under the trading symbol “FSY”, on the Frankfurt Stock Exchange under the
symbol “F2T”, and on the Development Board ("DevX") of the Namibian Stock Exchange under the symbol
"FSY".
Valencia Uranium Project
The Company owns all of the issued and outstanding common shares of Tsumeb Exploration Company
Limited (“Tsumeb”). Tsumeb, a Namibian registered company, is the registered and beneficial holder of
Exclusive Prospecting Licence 1496 ("EPL"), granted by the Ministry of Mines and Energy, Republic of
Namibia. The EPL is 735.6 ha in size and covers the Valencia uranium project (“Valencia”), located in western
central Namibia, Africa.
On March 14, 2007, the Company acquired the remaining 10% interest in Tsumeb (the “Tsumeb
Acquisition”). As consideration for the Tsumeb Acquisition, the Company paid US$2,000,000 and issued
3,000,000 Class A common shares and 3,000,000 Class A common share purchase warrants (the "Warrants").
Each Warrant entitles the holder to acquire one common share at price of $3.50 per share on the date that is the
earlier of: (i) March 14, 2009, and (ii) sixty business days after the date that the Company notifies the holder
that the closing price for the Company's Class A common shares on the Toronto Stock Exchange has exceeded
$5.50 per share for 20 consecutive trading days. In addition, the Company issued 300,000 Class A common
shares to an arm's length third party as a finder's fee. The Company now owns an undivided 100% interest in
Valencia.
Snowden Mining Consultants (“Snowden”) of Johannesburg, South Africa, provided an updated National
Instrument 43-101 Technical Report (the “Report”), which the Company summarized in news releases dated
June 28, 2007 and July 9, 2007. The Report outlines the Company's continuing optimization efforts at
Valencia including pit designs, detailed cost analysis, and metallurgical flow sheets. This effort has further
optimized the base case information previously outlined in the Pre-Feasibility Study ("PFS"), reported by the
Company on May 16, 2007. The Report also describes the increased resource and reserve of the Valencia
deposit based on optimization work of the data compiled during the PFS.
The current mineral resource (measured, indicated and inferred) at Valencia represents 62.1 M lbs of U3O8
while the current mineral reserve (probable) represents 117 Mt of ore at a grade of 0.12 kg/t which amounts to
30.9 M lbs of U3O8 (see the Company's press releases dated June 28, 2007 and July 9, 2007). As per the
Report, the internal rate of return for Valencia is currently calculated to be 74%.
2
The Mineral Resources reported in Table 1 below have been classified as Measured, Indicated and Inferred
Resources in accordance with the guidelines of the CIM Definition Standards (CIM, 2005). The resource has
been constrained to a maximum depth of 380 m below surface.
Table 1 Summary of Valencia Uranium Mineral Resource, June 2007
Category Cut-off
U3O8 (kg/t)
Tonnes
(millions)
U3O8
(kg/t)
U3O8
(Mlbs)
Measured 0.06 18.2 0.14 5.6
Indicated 0.06 146.0 0.11 35.8
Total Measured and Indicated 0.06 164.2 0.11 41.4
Inferred 0.06 92.4 0.10 20.7
All tabulated data has been rounded to one decimal place for tonnage and two decimal places for U3O8 grades.
Table 1 describes a mineral resource (total measured, indicated and inferred) of 62.1 M lbs U3O8, as compared
to the 49.6 M lbs U3O8 outlined in the PFS which was reported on May 16, 2007, representing an increase of
25%.
The Mineral Reserves for Valencia are reported in Table 2 and were classified as Probable Reserves using the
guidelines of the JORC code, which is a recognized foreign code under NI 43-101.
Table 2 Summary of Valencia Uranium Reserve, June 2007
Category Cut-off
U3O8 (kg/t)
Tonnes
(millions)
U3O8
(kg/t)
U3O8 metal
(tonnes)
Measured 0.06 16.9 0.14 2,400
Indicated 0.06 99.9 0.12 11,600
Probable 0.06 117 0.12 13,900
Table 2 describes a mineral reserve (probable) of 117 Mt, as compared to the 88 Mt outlined in the May 2007
PFS, representing an increase of 33%.
Ongoing Valencia Exploration
Diamond drilling at Valencia targeting a near surface area between the Main Zone and the East Zone is
currently underway. Further exploration is planned for other targets in the greater Valencia area. Ongoing
optimization work (conducted concurrently with the completion of the Report) has already identified the
potential for an increased Mineral Reserve.
The original 8 hole exploration and definition drilling program within Valencia's Main Zone-East Zone
transition area has been completed. The Company reports that granite intersected within the drilling area is
3
radioactive and two batches of assay samples are either in the lab circuit or en route to the lab. The next
definition drilling campaign will involve a series of 16 drill holes designed to test the eastern margin of the
planned pit. These holes will assist with the Valencia final pit design and geotechnical assessment in the main
ramp area of the mine.
The Company's geological staff anticipates that blocks within the transition zone previously categorized as
waste will be reclassified into the ore category for the resource and reserve calculation to be contained in the
forthcoming Feasibility Study. This will require additional test work and an updated financial evaluation to
verify the extent to which current resources can be converted into additional reserves.
The Company submitted an application for a mining license in connection with Valencia to the Namibian
Ministry of Mines and Energy.
Valencia Infrastructure and Metallurgy
A process plant design tender for Valencia has been issued to a select number of engineering firms and the
Company reports that two firms have been short-listed through the adjudication process. Negotiations are
underway to address an expedited transition from Feasibility Study to full design and construction.
The next phase of metallurgical test work is currently underway with over 200kg of samples being delivered
for a test program that consists of variability testing, mineralogical studies, comminution index testing and
process optimization studies (grind size, acid dissolution and leaching times).
Environmental studies at Valencia are ongoing and the Scoping Phase was completed with the Scoping Report
delivered to the Company. On September 20, 2007, the Company announced that an agreement has been
signed with Digby Wells & Associates (Pty) Ltd. ("DWA") to conduct the remainder of the Environmental
Impact Assessment ("EIA") and prepare an Environmental Management Plan ("EMP") for the Valencia. DWA
is a South African firm which provides sustainable social and environmental solutions and has a demonstrated
track record in undertaking independent environmental studies and assessments for exploration and mining
companies.
Detailed information relating to the biophysical, social and economic conditions of the area is being gathered
through various specialist studies. The information will be used to identify and evaluate possible impacts
associated with the construction and operational phases of Valencia, as well as to guide the planning and
implementation of environmental mitigation and rehabilitation after mine closure. Specialist studies related to
radiation and hydrogeology are ongoing, as well as data collection required for air quality assessment and
dispersion modelling. Other specialist studies are addressing potential air, water, soil and noise pollution,
together with any socio-economic and visual impacts. Specialist studies to be concurrently conducted pertain to
fauna, flora and avifauna, archaeology, health and safety, waste; legal and international environmental best
practice, administrative requirements, and the associated costs for rehabilitation and mine closure options. The
cumulative impacts of the existing, developing and proposed uranium mines in the area will also be taken into
consideration.
It is anticipated that the EIA and the EMP will be completed in the first quarter of 2008. The completed EIA
and EMP will then be submitted to the Namibian Directorate Environmental Affairs, Ministry of Environment
and Tourism, as well as to the Ministry of Mines and Energy.
The Company has procured a renewable 5 year water abstraction and conveyance permit for desalination
purposes from the Ministry of Agriculture, Water and Forestry, Republic of Namibia. The seawater
desalination project required for future production at Valencia has progressed and appropriate involvement by
stakeholders continues to be negotiated.
4
Joly Zone
The Joly zone, discovered in December 2006, is an outcropping uranium-bearing alaskite granite dykes/sills
zone located approximately 1,500 m north of the Valencia Main Zone. This zone was mapped radiometrically
as part of the full coverage survey of the Company's uranium license. A suite of geological surveys was carried
out over the property to aid the Company with its mine planning model for the Valencia Main Zone. The
radiometric survey was followed up by prospecting and a drilling program.
The objective of the initial drilling program was to test a portion of the uranium enriched dyke where grab
sampling revealed mineralization, reported in the Company's press release dated December 14, 2006. A total of
five drill holes were completed from three separate locations 25 and 50 m apart in the center most accessible
area of the 1,500 m discontinuous linear radiometric anomaly on a geologically continuous zone of schists
intruded by granite. The drilling results show grades typical of the Valencia Main and East zones while
displaying some continuity between radioactive outcrops and at depth. Complete drill results are detailed in the
Company’s press release dated September 25, 2007, available under the Company’s filings on SEDAR.
Logging of core confirmed the five granites observed in association with uranium at Joly. However only one
particular granite is potentially an alaskite similar to that found at Valencia. As a result, extensive re-sampling
of the Valencia core for mineralized alaskite has been undertaken. The samples will be analyzed for major and
trace elements in order to characterize the various granites in an attempt to compare Joly zone relevant
mineralized granites to guide future exploration.
Management is encouraged with the initial Joly zone drilling results despite the lower grade encountered in the
initial drill holes compared to the higher grade surface samples. Drilling to date has only tested a small portion
of the Joly zone and additional outcrops of alaskite have been discovered on surface in the North East portion
of the zone. Although reinterpretation and field testing shows sections of Joly to be intermittent in radiometric
intensity, a lateral extension has been traced with high background counts over 15 m widths. Mapping of this
extension provides evidence of continuity with alaskite granite intruding schists and biotite granite which were
also encountered in the initial drilling program.
In September, 2007 the Company embarked on a systematic radiometric and geological mapping program with
hand-held scintillometers on lines spaced every 10 m. This activity is nearing completion. The reinterpretation
of the geology and radiometric survey will be followed by systematic channel sampling of the areas showing
high radiometric background. The next phase of exploration activity includes sampling widths of several
meters over the original showings as well as other areas of interest.
Management is also proceeding with technical analysis by preparing a correlation between counts per second
read by the gamma probe and chemical assays. It is anticipated that the Company will be in a position to
replace diamond drilling by percussion drilling in an effort to accelerate the drilling, sampling and radiometric
count procedures.
Additional Uranium Exploration in Namibia - Acquisition of Mega Diamond Development Corporation
On March 13, 2007, the Company completed the acquisition of Mega Diamond Development Corporation,
which owns 70% of all of the issued and outstanding shares of Ancash Investments (Pty) Ltd. ("Ancash").
In addition, the Company was granted the option to acquire an additional 20% interest in Ancash for a period
of three years from closing.
5
As consideration, the Company paid $997,150 and issued 4,750,000 Class A common shares and 4,000,000
Class A common share purchase warrants (the "Warrants"). Each Warrant entitles the holder to acquire one
Class A common share at a price of $6.66 per Class A common share at any time until March 13, 2010. In
addition, the Company issued 300,000 Class A common shares to an arm's length third party as a finder's fee.
The Company has a 70% interest in Exclusive Prospecting Licences 3632, 3635, 3636, and 3637 and has a
30% interest in Exclusive Prospecting Licence 3638, all uranium projects, which expired on November 5,
2007 and the Company is awaiting approval of its renewal applications.
The first license granted under this partnership is located approximately 7.5 km northeast of Valencia. This
license area was selected on the basis of a historical uranium occurrence - Anomaly 24. This anomaly
experienced limited diamond drilling (seven drill holes) conducted by Goldfields in the 1970's. Drill core
assays over lengths varying up to 1.5 m ranged from less than 0.01 per cent to 0.980 per cent U3O8. This
license hosts numerous uranium-bearing alaskite dykes within schist, marble and metasediment lithologies, the
same sequence that is present at Valencia and Rio Tinto's Rössing Mine located approximately 40 kms to the
northeast. These figures do not comply with the requirements of NI 43-101.
The other four licenses granted total 275,380 ha in area, targeting mineralization in the form of uraniumbearing
alaskite which is the mineralization found at Valencia and Rössing, as well as Paladin Resources Ltd.'s
Langer Hienrich-type mineralized palaeochannels.
A reconnaissance program of uranium exploration has started on the four licenses and six large target areas
were identified in the initial phase of work. The licenses which have only seen limited modern exploration
cover over 315,000 hectares and are located along strike from the Trekkopje uranium deposit. The Company
has compiled the available technical information, including airborne surveys from the Geological Survey of
Namibia (radiometrics and magnetics) and field studies are underway to identify drilling targets. A first phase
radon survey is being contracted locally.
Westport, Namibia
Namibian Westport Ltd. (formerly Namibian Minerals Ltd.) ("Namibian"), through its wholly-owned
subsidiary, Westport Resources Namibia (Pty.) Limited (“Westport”), owns a 100% interest in the Sperrgebiet
Zinc Project, located in Namibia.
Westport has an option to earn a 60% interest in the Exclusive Prospecting Licence 3136 for the Elbe copper,
gold, zinc and silver project, which expired on June 29, 2007 and Westport is awaiting approval of the renewal
application. On March 13, 2007, the option was amended so that Westport has until March 12, 2010 to deliver
300,000 Class A common shares of the Company and incur exploration and development expenditures of
Namibian$5,000,000.
Westport holds Exclusive Prospecting Licence 3166 for the Omaruru gold project, which expired on June 10,
2007 and the Company is awaiting approval of its renewal application. Westport also has a 32% interest in
Exclusive Prospecting Licence 3195 for the Ondundu gold project, which expires on May 30, 2009. The
Company has agreements to acquire the remaining 68% interest in the Ondundu gold project for $107,240
which has been paid; other consideration to be negotiated to replace the proposed issuance of common shares
and warrants in a new company which was to be incorporated as part of the Company’s terminated plan to
dispose of Namibian; and a 2% management fee on production, of which, the Company has the option to
purchase 1% at any time for $1,000,000.
6
On July 9, 2007, the Company entered into an agreement (“Agreement”) to sell the issued and outstanding
shares of Namibian to Beta Minerals Inc. ("Beta"). As the closing of the Agreement had not occurred by
September 30, 2007, the Agreement was terminated and there are no obligations on the part of any parties
under the Agreement.
The assets held by Westport, comprising non-uranium mineral properties all of which are located in Namibia,
Africa will remain with Westport, a wholly-owned subsidiary of the Company.
Korea Electric Power Corporation (“KEPCO”) Memorandum of Understanding (“MOU”)
On October 31, 2007, the Company entered into a MOU with KEPCO (NYSE: KEP). Pursuant to the terms of
the MOU, the Company and KEPCO will explore the possibility of developing a framework for the future
exploration and development of the Company's Namibian uranium properties, including Valencia. The
Company and KEPCO will undertake detailed discussions to consider the basis and viability of possible joint
venture arrangements. The MOU provides a framework whereby the Company and KEPCO have the
opportunity to negotiate a working relationship and wherein KEPCO may provide a portion of the financing
that is required to commence operations at Valencia.
Board Appointments
On October 25, 2007, the Company announced the appointment of Mr. Martin R. Rowley and Mr. Paul
Matysek to the Company's Board of Directors. Mr. Rowley will serve as non-executive independent Chairman
and Director and Mr. Paul Matysek as a non- executive independent Director. Both appointments were
effective from October 22, 2007.
Mr. Rowley has over 25 years of experience in the mining industry, the past 11 years with First Quantum
Minerals Ltd. (“FQM”), since co-founding the company in 1996. He served as FQM's CFO and as a Director
until January 2007 when he assumed the role of Executive Director, Business Development.
Mr. Matysek is the former President, CEO and co-founder of Energy Metals Corporation which was recently
purchased by Uranium One Inc. in a deal valued at over $1 billion. He is a professional geoscientist with a
Masters of Science degree in Geology. With over 25 years of domestic and international experience, he is a
recognized entrepreneur and has held senior management and/or director positions with several Canadian firms
as well as other natural resource exploration and development companies in addition to Energy Metals
Corporation.
Following these appointments, Mr. Duane Parnham resigned as Executive Chairman of the Company and
remains as CEO, President and Director. On September 18, 2007, the Company announced the resignation of
Mr. Wayne Isaacs as Director and President of the Company.
* * * * * * *
The Company holds no interest in producing or commercial ore deposits. The Company has no production or
other revenue. There is no operating history upon which investors may rely. Commercial development of any
kind will only occur in the event that sufficient quantities of ore containing economic concentrations of mineral
resources are discovered. If in the future a discovery is made, substantial financial resources may be required to
establish ore reserves. Additional substantial financial resources will be required to develop mining and
processing for any ore reserves that may be discovered. If the Company is unable to finance the establishment
of ore reserves or the development of mining and processing facilities, it may be required to sell all or a portion
of its interest in such property to one or more parties capable of financing such development.
7
Results of Operations
The Company’s loss from operations for the three months ended October 31, 2007 was $7,774,204 [2006-
$1,157,452]. The large increase in the net loss is attributable primarily to the Company’s granting of 3,100,000
stock options, resulting in stock-based compensation of $7,409,390 [2006 –$666,389]. The Company’s stock
option plan was amended to remove vesting provisions and stock-based compensation is now recorded at the
time of grant of stock options rather than over the vesting period. The increase in expenses during the three
months ended October 31, 2007, also correlates directly to an increase in consulting and professional fees,
salaries, public company costs, general and administrative costs and travel costs. The increase in consulting
fees [2007 - $399,940, 2006 – 170,585] and salaries [2007 – 57,314, 2006 – nil] is attributable to the addition
of management and administrative staff and increases in senior management compensation commensurate with
industry standards. Increases in professional fees [2007 - $85,348, 2006 – $6,748] and general and
administrative expenses [2007 - $89,423, 2006 - $34,921] and travel costs [2007 - $126,743, 2006 - $49,533]
reflect the increased activity in the Company’s head office, in connection with the advancement of the
Company’s Namibian operations.
The Company’s loss from operations for the nine months ended October 31, 2007 was $12,006,961 [2006-
$2,468,574]. The large increase in the net loss is attributable primarily to the Company’s granting of stock
options, resulting in stock-based compensation of $10,562,730 [2006 – $1,353,111]. The Company’s stock
option plan was amended to remove vesting provisions and stock-based compensation is now recorded at the
time of grant of stock options rather than over the vesting period. The increase in expenses during the nine
months ended October 31, 2007, also correlates directly to an increase in consulting and professional fees,
salaries, public company costs, general and administrative costs and travel costs. The increase in consulting
fees [2007 - $1,251,488, 2006 – 496,120] and salaries [2007 – 77,767, 2006 – nil] is attributable to the
addition of management and administrative staff and increases in senior management compensation
commensurate with industry standards. Increases in professional fees [2007 - $167,250, 2006 – $29,790] and
general and administrative expenses [2007 - $244,335, 2006 - $85,758] and travel costs [2007 - $385,982,
2006 - $108,304] reflect the increased activity in the Company’s head office, in connection with the
advancement of the Company’s Namibian operations.
Summary of Quarterly Results
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1
$
Q1 2007
$
Q2 2007
$
Q3 2007
$
Q4 2007
$
Q1 2008
$
Q2 2008
$
Q3 2008
$
Total revenue
from continuing
operations
Nil 50,622 72,259 174,279 77,375 410,503 517,988 553,052
Income (loss)
before
discontinued
operations
- Loss before tax (606,847) (655,084) (656,038) (1,157,452) (741,083) (1,889,603) (2,373,154) (7,774,204)
- Per share ($0.01) ($0.015) ($0.014) ($0.025) ($0.016) ($0.03) ($0.03) ($0.10)
Net income (loss)
- Total
- Per share
(575,847)
($0.01)
(655,084)
($0.015)
(656,038)
($0.014)
(1,157,452)
($0.025)
(745,083)
($0.016)
(1,889,603)
($0.03)
(2,373,154)
($0.03)
(7,774,204)
($0.10)
8
Liquidity and Capital Resources
Working capital as at October 31, 2007 increased to $55,208,200 (January 31, 2007 – $12,139,321) primarily
through the completion of a $47,500,000 private placement financing and the exercise of outstanding stock
options and Class A common share purchase warrants. Cash and cash equivalents of $54,947,077 were
invested primarily in bankers acceptances and no amount was invested in asset-backed commercial paper.
During the 9 months ended October 31, 2007, the Company raised $620,000 through the exercise of 1,182,500
stock options ranging in price from $0.24 to $2.20 per share and the exercise of 3,684,743 Class A common
share purchase warrants ranging in price from $0.45 to $1.50 per share.
Working capital will be used by the Company to advance development of the Valencia including advanced
ordering of long lead time items and equipment required for the project. In addition, certain amounts of the
proceeds will be used for general working capital purposes and the exploration and development of the
Company's other properties.
Transactions with Related Parties
During the 9 months ended October 31, 2007, consulting fees of $869,100 (2006-$222,471) were paid to
directors of the Company or companies controlled by them. These amounts have been recorded at fair value.
Proposed Transactions
The Company, through its Westport subsidiary, has an option to earn a 60% interest in the Exclusive
Prospecting Licence 3136 for the Elbe copper, gold, zinc and silver project, which expired on June 29, 2007
and the Company is awaiting approval of its renewal application. In order to earn its interest in the property,
the Company must issue 300,000 Class A common shares and must incur exploration and development
expenditures totaling Namibian$5 million (the “Exploration Expenditures”). On March 13, 2007, this
agreement was amended so that the Company has until March 12, 2010 to issue 300,000 Class A common
shares and incur the Exploration Expenditures.
On October 31, 2007, the Company entered into a MOU with KEPCO (NYSE: KEP). Pursuant to the terms of
the MOU, the Company and KEPCO will explore the possibility of developing a framework for the future
exploration and development of the Company's Namibian uranium properties, including its Valencia Uranium
Property. The Company and KEPCO will undertake detailed discussions to consider the basis and viability of
possible joint venture arrangements. The MOU provides a framework whereby the Company and KEPCO have
the opportunity to negotiate a working relationship and wherein KEPCO may provide a portion of the
financing that is required to commence operations at Valencia.
Disclosure Controls and Procedures
The Chief Executive Officer and Chief Financial Officer have designed disclosure controls and procedures to
provide reasonable assurance that material information relating to the Company, is made known to them by
others within the Company, particularly during the period in which the interim filings are being prepared. The
Chief Executive Officer and Chief Financial Officer have also designed internal control over financial
reporting to provide reasonable assurance regarding the reliability of financial reporting and preparation of the
financial statements in accordance with Canadian generally accepted accounting principles.
9
The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s
disclosure controls and procedures and assessed the design of the Company’s internal control over financial
reporting. As the Company has a limited number of personnel, management has concluded that a weakness
existed in the design of internal control over financial reporting caused by a lack of adequate segregation of
duties. This weakness has the potential to result in material misstatements in the Company’s financial
statements and should also be considered a weakness in its disclosure controls and procedures.
As the Company’s size and scale increases, the Company will hire additional personnel to correct this
weakness. To help mitigate the impact of this weakness and to ensure quality financial reporting, there are
supervisory controls exercised by management and audit committee oversight.
There has been no change in the Company’s internal control over financial reporting that occurred during the
Company’s most recent interim period that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.
Changes in Accounting Policies including Initial Adoption
On January 1, 2007, the Company adopted the Canadian Institute of Chartered Accountants Handbook (“CICA
Handbook”) Section 1506, “Accounting Changes” which requires that voluntary changes in accounting policy
be made only if the changes result in financial statements that provide more reliable and more relevant
information. It also requires prior period errors to be corrected retrospectively. The adoption of the standard
had no effect on the Company’s consolidated financial statements.
Financial instruments
On January 1, 2007, the Company adopted CICA Handbook Section 3855, “Financial Instruments –
Recognition and Measurement” which requires that financial instruments are classified as financial assets and
financial liabilities held for trading, held-to-maturity investments, loans and receivables, available-for-sale
financial assets or other financial liabilities.
Financial assets and liabilities held for trading
Financial assets and liabilities held for trading are accounted for at fair value with the change in fair value
recognized in earnings.
Held-to-maturity investments
Held-to-maturity investments are recognized at fair value and subsequently measured at amortized cost using
the effective interest rate method. These financial instruments are written down to fair value by a charge to
earnings when impaired.
Loans and receivables
Loans and receivables are initially recognized at fair value with any premium or discount from face value being
amortized to earnings using the effective interest rate method. These financial instruments are written down to
fair value by a charge to earnings when impaired.
Available-for-sale financial assets
Available-for-sale financial assets are accounted for at fair value with the change in fair value recorded in other
comprehensive earnings. These financial instruments are written down to fair value by a charge to earnings
when impaired.
10
Other financial liabilities
Other financial liabilities are initially recognized at cost or amortized cost depending on the nature of the
financial instrument with any premium or discount from face value being amortized to earnings using the
effective interest method.
Transaction costs
Transaction costs incurred in connection with the issuance of financial liabilities are capitalized recorded as a
deduction of the carrying value of the related financial liabilities and amortized using the effective interest
method.
Effect of adoption
As a result of the adoption of the standards, the Company has classified its cash and cash equivalents as held
for trading; foreign sales tax receivable as loans and receivables; and accounts payable and accrued liabilities
as other financial liabilities. On February 1, 2007, cash and cash equivalents previously reported as
$11,892,604 was restated to $11,930,262 to reflect the reclassification of interest receivable of $37,658 as cash
and cash equivalents.
Comprehensive income and equity
On January 1, 2007, the Company adopted CICA Handbook Section 1530, “Comprehensive Income” which
requires disclosure of comprehensive income and CICA Handbook Section 3251, “Equity” which requires
presentation of the components of equity, including retained earnings (deficit) accumulated other
comprehensive income, contributed surplus, share capital and reserves and the changes therein.
Comprehensive earnings is composed of the Company’s net earnings and other comprehensive earnings,
including unrealized gains and losses on available-for-sale securities, foreign currency translation gains and
losses on the net investment in self-sustaining operations and changes in the fair market value of derivative
instruments designated as cash flow hedges, all net of income taxes. The Company does not have any other
comprehensive income and the adoption of the standard had no effect on the Company’s consolidated financial
statements.
Hedges
On January 1, 2007, the Company adopted CICA Handbook Section 1530, “Hedges” which allows optional
treatment providing that hedges be designated as either fair value hedges, cash flow hedges or hedges of a selfsustaining
foreign operation. The Company does not have hedging programs in place which qualify for hedge
accounting and the adoption of the standard had no effect on the Company’s consolidated financial statements.
There were no other changes in accounting policies during the nine months ended October 31, 2007.
Financial Instruments and Other Instruments
The Company’s financial instruments consist of cash and cash equivalents, foreign sales tax receivable, and
accounts payable and accrued liabilities. It is management’s opinion that the fair value of these financial
instruments approximates their carrying values.
11
Disclosure of Outstanding Share Data as at December 14, 2007
Authorized Outstanding
Voting or equity securities issued and
outstanding
Unlimited Class A common shares.
Unlimited redeemable, voting nonparticipating
Class B shares.
Unlimited Class C with rights and
privileges to be determined by the Board
of Directors.
76,838,998 Class A common shares.
Securities convertible or exercisable
into voting or equity securities
Options to acquire up to 9,300,000 Class
A common shares of the Company,
subject to regulatory approval.
431,500 options were granted to officers,
directors and employees of the Company
at an exercise price of $0.45 per share,
expiring March 2, 2010 of which
120,500 remain outstanding. 1,264,000
options were granted to officers,
directors, employees and consultants of
the Company at an exercise price of
$0.50 per share, expiring July 7, 2010, of
which 400,000 remain outstanding.
150,000 options were granted to a
director and advisory board members at
an exercise price of $0.75 per share,
expiring September 6, 2010, of which
100,000 remain outstanding. 600,000
options were granted to directors and
consultants of the Company at an
exercise price of $1.15 per share,
expiring March 23, 2011 of which
440,000 remain outstanding. 450,000
options were granted to advisory board
members of the Company at an exercise
price of $2.00 per share, expiring April
11, 2011, of which 270,000 remain
outstanding. 1,265,000 options were
granted to officers, directors, employees
and a consultant of the Company at an
exercise price of $2.20 per share,
expiring September 27, 2011 of which
843,000 remain outstanding. 110,000
options were granted to employees of the
Company at an exercise price of $5.69
per share, expiring January 5, 2012, of
which 110,000 remain outstanding.
910,000 options were granted to officers,
directors, employees and consultants of
the Company at an exercise price of
$7.74 per share, expiring February 21,
2012, of which 8600,000 remain
outstanding. 100,000 options were
granted to an employee and director of
the Company at an exercise price of
12
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$5.40 per share, expiring July 31, 2012,
of which 100,000 remain outstanding.
100,000 options were granted to an
employee of the Company at an exercise
price of $3.80 per share, expiring
September 4, 2012, of which 100,000
remain outstanding. 100,000 options
were granted to an employee of the
Company at an exercise price of $3.80
per share, expiring September 4, 2012, of
which 100,000 remain outstanding.
3,000,000 options were granted to
officers, directors, employees and
consultants of the Company at an
exercise price of $3.00 per share,
expiring October 25, 2012, of which
3,000,000 remain outstanding.
3,000,000 share purchase warrants
entitling the holders to acquire 3,000,000
Class A common shares at a price of
$3.50 per share prior to the date that is
the earlier of: (i) March 14, 2009, and (ii)
sixty (60) business days after the date on
the Company notifies the holder that the
closing of the Company's common shares
on the Toronto Stock Exchange has
exceeded $5.50 per share for 20
consecutive trading days.
3,000,000 share purchase warrants
entitling the holders to acquire 3,000,000
Class A common shares at a price of
$3.50 per share prior to the date that is
the earlier of: (i) March 14, 2009, and (ii)
sixty (60) business days after the date on
the Company notifies the holder that the
closing of the Company's common shares
on the Toronto Stock Exchange has
exceeded $5.50 per share for 20
consecutive trading days.
500,000 share purchase warrants entitling
the holders to purchase 500,000 Class A
common shares at a price of $4.75 per
share at any time until February 27, 2009.
500,000 share purchase warrants entitling
the holders to purchase 500,000 Class A
common shares at a price of $4.75 per
share at any time until February 27,
2009.
4,000,000 common share purchase
warrants entitling the holders to acquire
4,000,000 Class A common shares of the
Company at an exercise price of $6.66
per share until March 13, 2010.
4,000,000 common share purchase
warrants entitling the holders to acquire
4,000,000 Class A common shares of the
Company at an exercise price of $6.66
per share until March 13, 2010.
Voting or equity securities issuable on
conversion or exchange of outstanding
securities
(as above) (as above)
There were 76,688,998 Class A common shares issued and outstanding as at October 31, 2007. The following
shares were issued during the 3 months ended October 31, 2007:
1. 1,814,794 Class A common shares issued pursuant to the exercise of common share purchase warrants
at an exercise price of $1.50 per share.
2. 375,000 Class A common shares issued pursuant to the exercise of stock options at prices ranging
from $0.45 to $2.20 per share.
13
Subsequent to October 31, 2007, the Company issued the following Class A common shares:
1. 150,000 Class A common shares issued pursuant to the exercise of stock options at prices ranging
from $2.00 to $2.20 per share.
Critical Accounting Estimates
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amount of assets and liabilities and the
disclosure of contingent liabilities at the date of the financial statements and the reported amount of expenses
during the reporting period. Actual results could differ from those estimates.
Nature of Operations
The Company is an exploration and mining company. Its mineral properties are currently being explored and
the Company has not yet determined whether these properties contain reserves that are economically
recoverable. The recoverability of the amount shown for mineral properties is dependent upon the existence of
economically recoverable reserves, as established in accordance with National Instrument 43-101, the ability of
the Company to obtain the necessary financing to complete exploration and development and upon future
profitable production or proceeds from disposition of such properties.
The Company tries to maximize its exposure to promising exploration opportunities, to manage the risks
inherent in exploration and to make appropriate use of financial management resources.
Additional Funding Requirements
As discussed, the mineral properties of the Company are in the exploration and development stage and, as a
result, the Company has no source of operating cash flow. The Company intends to raise such additional funds
to complete its projects. There is no assurance that the Company will be able to raise additional funds on
reasonable terms. The development of any ore deposits found on the Company’s exploration properties
depends on the ability of the Company to obtain financing through debt financing, equity financing or other
means. If the Company’s exploration programs are successful, additional funds will be required to develop the
Company’s properties and, if successful, to place them in commercial production. The only sources of future
funds presently available to the Company are the exercise of outstanding common share purchase warrants and
stock options, the sale of equity capital of the Company, obtaining debt facilities or the sale by the Company of
an interest in any of its properties in whole or in part. The ability of the Company to arrange such financing in
the future will depend in part upon the prevailing capital market conditions as well as the business performance
of the Company. There can be no assurance that the Company will be successful in its efforts to arrange
additional financing, if needed, on terms satisfactory to the Company. If additional financing is raised by the
issuance of shares from the treasury of the Company, control of the Company may change and shareholders
may suffer additional dilution. If adequate financing is not available, the Company may be required to delay,
reduce the scope of, or eliminate one or more exploration activities or relinquish rights to certain of its
interests. Failure to obtain additional financing on a timely basis could cause the Company to forfeit its
interests in some or all of its properties and reduce or terminate its operations.
Mineral Properties
The Company defers the costs of exploration and capital assets on existing projects and carries them as assets
until production commences. Mineral properties and the deferred exploration expenditures are recorded at cost
and do not necessarily reflect present or future values. If a project is successful, the related mineral properties
14
and deferred exploration expenditures will be amortized over the estimated economic life of the project. If a
project is unsuccessful, or if exploration has ceased because continuation is not economically feasible, the
mineral properties and related exploration expenditures are written off.
Senior management periodically reviews the carrying value of the mineral properties and deferred exploration
expenditures to consider whether there are any conditions that may indicate impairment. Where estimates of
future cash flows are available, a reduction in the carrying value is recorded to the extent the net book value of
the investment exceeds the estimated future cash flows. Where estimates of the future cash flows are not
available and where other conditions suggest impairment, management assesses if the carrying value can be
recovered and provides for impairment, if so indicated.
Stock Based Compensation
In calculating the value of stock based compensation, the Company uses the Black-Scholes option pricing
model, which requires the Company to make estimates in relation to the volatility of the Company’s share price
and the period in which stock options will be exercised. The selection of the volatility factor and the estimate
of the expected option life will have a significant impact on the costs recognized for stock based compensation.
The estimates concerning volatility are made with reference to historical volatility, which is not necessarily an
accurate indicator of volatility that will be experienced in the future.
Risk Factors
The operations of the Company are speculative due to the high-risk nature of its business, which is the
acquisition, financing, exploration and development of mining properties. The risks below are not the only
ones facing the Company. Additional risks not currently known to the Company, or that the Company
currently deems immaterial, may also impair the Company's operations. If any of the following risks actually
occur, the Company's business, financial condition and operating results could be adversely affected.
Resources, Reserves and Production
No assurance can be given that the anticipated level of recovery and/or grades of reserves or resources.
Moreover, short-term operating factors relating to ore reserves and resources, such as the need for orderly
development of an orebody or the processing of new or different ore grades, may cause a mining operation to
be unprofitable in any particular accounting period. The effect of these factors could have a material adverse
effect on the Company’s business and could affect the Company’s ability to realise the carrying value of its
resource assets. Where estimates of future cash flows are available, a reduction in the carrying value is
recorded to the extent that the carrying value exceeds the discounted amount of future cash flows. Where
estimates of future cash flows are not available and the events or changes in circumstances suggest impairment,
management assesses if the carrying value can be recovered and provides for impairment for any excess of
carrying value over estimated fair value.
Risks
Credit risk
Cash and cash equivalents include deposits maturing within 90 days of the original date of investment. In order to
limit its exposure, the Company deposits its funds with a Canadian major bank and investment dealer.
Exploration and development risk
The Company’s business of exploring mineral resources involves a variety of operational, financial and
regulatory risks that are typical in the mining industry. The Company attempts to mitigate these risks and
15
minimize their effect on its financial performance, but there is no guarantee that the Company will be
profitable in the future, and the Company’s common shares should be considered speculative.
Financing risk
There can be no assurance that any funding required by the Company will become available, and, if so, that it
will be offered on reasonable terms or that the Company will be able to secure such funding through third party
financing or cost sharing arrangements. Furthermore, there is no assurance that the Company will be able to
secure new mineral properties or projects or that they can be secured on competitive terms.
Additional information relating to the Company, including the Co
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stay strong .. immernoch !
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heut wird aber die post abgehen .. warum auch nicht ;-)
cheers
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