EX-99.4 5 d66454exv99w4.htm EX-99.4 exv99w4
Exhibit 99.4
FRONTIER PACIFIC MINING
CORPORATION
(An Exploration Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
Expressed in Canadian Funds

1


 

Management’s Responsibility for Financial Reporting
The consolidated financial statements of Frontier Pacific Mining Corp. and the information contained in the annual report have been prepared by and are the responsibility of the Company’s management. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in Canada and where appropriate, reflect management’s best estimates and judgements based on currently available information.
Management has developed and is maintaining a system of internal controls to obtain reasonable assurance that the Company’s assets are safeguarded, transactions are authorized and financial information is reliable.
The Company’s independent auditors, PricewaterhouseCoopers LLP, who are appointed by the shareholders, conduct an audit in accordance with Canadian generally accepted auditing standards. Their report outlines the scope of their audit and gives their opinion on the consolidated financial statements.
The Audit Committee of the Board of Directors meets periodically with management and the independent auditors to review the scope and results of the annual audit, and to review the consolidated financial statements and related financial reporting matters prior to approval of the consolidated financial statements.
     
“Mohan R. Vulimiri”
 
Mohan R.Vulimiri, Chief Financial Officer
  “Peter F. Tegart”
 
Peter F. Tegart, Chief Executive Officer

2


 

(PRICEWATERHOUSECOOPERS LOGO)
     
 
    PricewaterhouseCoopers LLP
 
    Chartered Accountants
 
    PricewaterhouseCoopers Place
 
    250 Howe Street, Suite 700
 
    Vancouver, British Columbia
 
    Canada V6C 3S7
 
    Telephone +1604 806 7000
 
    Facsimile+1 604 806 7806
AUDITORS’ REPORT
To the Shareholders of
Frontier Pacific Mining Corporation
We have audited the consolidated balance sheet of Frontier Pacific Mining Corporation (the “Company”) as at December 31, 2006 and the consolidated statement of loss and deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2006 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.
The financial statements as at December 31, 2005 and for the year then ended were audited by other auditors who expressed an opinion without reservation on those statements in their report dated March 24, 2006 (except as to note 15 which is as of April 10, 2006).
(Signed) PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, B.C., Canada
April 25, 2007
PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.

 


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Consolidated Balance Sheets
Canadian Funds
 
                 
    December 31,     December 31,  
    2006     2005  
 
ASSETS
               
Current
               
Cash and cash equivalents
  $ 13,757,740     $ 79,007  
Short term investments (Note 6)
    23,000       3,306,689  
Amounts receivable
    22,387       123,239  
Due from related party (Note 9)
    9,190       5,094  
Marketable securities (Note 5)
    400,000       150,000  
Prepaid expenses
    87,216       29,312  
 
 
    14,299,533       3,693,341  
 
               
Property and equipment, net (Note 4)
    125,469       96,414  
Mineral interests (Note 7)
    19,157,322       17,479,009  
Reclamation bond
    7,847       7,847  
 
 
  $ 33,590,171     $ 21,276,611  
 
 
               
LIABILITIES
               
 
Current
               
Accounts payable and accrued liabilities
  $ 443,302     $ 180,123  
Due to related parties (Note 9)
    31,500       74,174  
 
 
    474,802       254,297  
 
 
               
SHAREHOLDERS’ EQUITY
               
 
Share capital (Note 8)
    48,560,505       34,135,128  
Contributed surplus — option compensation (Note 8)
    756,549       318,743  
Contributed surplus (Note 8)
    319,247       319,247  
Deficit
    (16,520,932 )     (13,750,804 )
 
 
    33,115,369       21,022,314  
 
 
  $ 33,590,171     $ 21,276,611  
 
See Subsequent events (Note 14)
See Commitments (Note 7, Note 10)
       
ON BEHALF OF THE BOARD:
     
 
     
“Peter F. Tegart”
  “G. Ross McDonald”  
 
     
Peter F. Tegart, Director
  G. Ross McDonald, Director  
— See Accompanying Notes —

4


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Consolidated Statements of Loss and Deficit
For the years ended December 31

Canadian Funds
 
                 
    2006     2005  
 
General and Administrative Expenses;
               
Salaries and benefits
  $ 645,985     $ 537,987  
Travel and promotion
    512,204       183,743  
Stock based compensation expense (Note 8c)
    451,906       131,628  
Office, telephone and sundry
    204,281       197,345  
Legal fees and accounting
    175,912       396,842  
Regulatory compliance
    113,339       42,656  
Management and administration fees
    54,000       46,500  
Shareholder information
    35,392       22,800  
Amortization
    30,549       21,681  
Insurance
    23,374       5,567  
Consulting fees
    9,238       41,769  
Interest expense
    4,425       196,561  
 
 
    2,260,605       1,825,079  
 
Other Expenses and (Income)
               
Gain on sale of property
          (139,744 )
Gain on sale of equipment
          (16,888 )
Foreign exchange (gain) loss
    (108,418 )     111,004  
Interest income
    (462,320 )     (43,269 )
Write-off of mineral interests (Note 7)
    1,080,261        
 
 
    509,523       (88,897 )
 
 
               
Loss for the Year
    2,770,128       1,736,182  
 
               
Deficit — Beginning of Year
    13,750,804       12,014,622  
 
 
               
Deficit — End of Year
  $ 16,520,932     $ 13,750,804  
 
 
               
Loss per share
  $ (0.02 )   $ (0.02 )
Weighted average number of shares
    131,641,170       90,093,715  
 
— See Accompanying Notes —

5


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
For the years ended December 31

Canadian Funds
 
Cash Resources Provided By (Used In)
                 
    2006     2005  
 
Operating Activities
               
Loss for the year
  $ (2,770,128 )   $ (1,736,182 )
 
               
Items not affecting cash
               
Amortization
    30,549       21,681  
 
               
Write-off mineral interests
    1,080,261        
Amortization of discount convertible loan
          156,085  
Stock based compensation
    451,906       131,628  
Gain on sale of property
          (139,744 )
 
 
    (1,207,412 )     (1,566,532 )
Changes in non-cash working capital
               
Accounts receivable
    100,852       (2,578 )
Prepaid expenses
    (57,904 )     (6,963 )
Accounts payable and accrued liabilities
    149,263       (412,999 )
Due from related parties
    (4,096 )     (5,094 )
Due to related parties
    (42,674 )     (120,976 )
 
 
    (1,061,971 )     (2,115,142 )
 
Investing Activities
               
Mineral interests expenditures
    (2,484,657 )     (721,302 )
Purchase of marketable securities
    (250,000 )     (150,000 )
Proceeds on disposition (Purchase) of short term investments
    3,306,689       (3,273,000 )
Purchase of short term investments
    (23,000 )      
Acquisition of TGM
          (1,033,579 )
Purchase of equipment
    (59,605 )     (13,393 )
 
 
    489,427       (5,191,274 )
 
Financing Activities
               
Issuance of share capital
    14,256,940       8,388,330  
Issuance costs
    (5,663 )     (173,158 )
Repayment of convertible promissory note
          (1,200,000 )
 
 
    14,251,277       7,015,172  
 
Net Increase (Decrease) In Cash
    13,678,733       (291,244 )
 
               
Cash position — Beginning of year
    79,007       370,251  
 
 
               
Cash position — End of year
  $ 13,757,740     $ 79,007  
 
 
               
Supplemental schedule of non cash investing and financial activities;
               
Shares issued for the acquisition of mineral interest
  $ 160,000     $ 52,000  
Mineral interest expenditures included in due to related parties
  $     $ 74,174  
Accrued mineral expenditure costs
  $ 113,917     $ 39,015  
 
— See Accompanying Notes —

6


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
1.   Nature of Operations
 
    Frontier Pacific Mining Corporation and its subsidiaries (collectively the “Company”) is an exploration stage company engaged in the acquisition, exploration and development of mineral properties.
 
2.   Significant Accounting Policies
  a)   Basis of Consolidation
 
  These consolidated financial statements include the accounts of the Company and its wholly-owned Greek subsidiary, Thracean Gold Mining S.A. (TGM), US subsidiaries Fargo Resources Inc., Caprock Resources Inc. and its Peruvian subsidiary Minera Frontera Pacifico S.A. (MFP). Caprock Resources Inc. was inactive during the year.
 
  b)   Cash and Cash Equivalents
 
  The Company considers cash and cash equivalents to include amounts held in banks and highly liquid investments with remaining maturities at point of purchase of 90 days or less. The Company places its cash and cash equivalents with institutions of high credit worthiness.
 
  c)   Short Term Investments
 
  The Company considers short term investments to include amounts held in banks with remaining maturities at point of purchase of less than one year but greater than 90 days. The Company places its short-term investments with institutions of high credit worthiness.
 
  d)   Marketable Securities
 
  Marketable Securities are recorded at the lower of cost or market value. Portfolio investments are written down to market value when the decline in market value is deemed to be other than temporary.
 
  e)   Mineral Interests
 
  The Company has one property with measured and indicated gold mineral resources. The Company is in the process of exploring its other mineral properties and has not yet determined whether these properties contain mineral reserves that are economically recoverable.
 
  Mineral exploration and development costs are capitalized on an individual prospect basis until such time as an economic ore body is defined or the prospect is impaired. Costs for a producing property are amortized on a unit-of-production method based on the estimated life of the ore reserves, while costs for the property impaired or abandoned are written off.

7


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
2.   Significant Accounting Policies Continued
  e)   Mineral Interests Continued
 
  The recoverability of the amounts capitalized for the undeveloped mineral properties is dependent upon the determination of economically recoverable ore reserves, confirmation of the Company’s interest in the underlying mineral claims, the receiving of the permits for the Perama Hill Gold Project (Note 7a) the ability to obtain the necessary financing to complete their development and future profitable production or proceeds from the disposition thereof.
 
  Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its mineral properties are in good standing.
 
  f)   Long Lived Asset Impairment
 
  The Company performs impairment tests on property, plant and equipment and mineral properties when events or circumstances occur which indicate the assets may not be recoverable. When such circumstances occur, the expected future undiscounted cash flows associated with the asset are compared to its carrying amount. Where the asset is not recoverable based on these cash flows, it is written down to fair value.
 
  g)   Property Option Agreements
 
  From time to time, the Company may acquire or dispose of properties pursuant to the terms of option agreements. Due to the fact that options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as mineral interest or recoverable when the payments are made or received.
 
  h)   Asset Retirement Obligations
 
  The Company recognizes a legal liability for obligations relating to retirement of property, plant, and equipment, and arising from the acquisition, construction, development, or normal operation of those assets. Such asset retirement cost must be recognized at fair value when a reasonable estimate of fair value can be estimated, in the period in which it is incurred, added to the carrying value of the asset, and amortized into income on a systematic basis over its useful life.
 
  i)   Income Taxes
 
  Income taxes are accounted for using the assets and liability method. Future taxes are recognized for the tax consequences of “temporary differences” by applying enacted or substantively enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. The effect on deferred taxes for a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. In addition, the method requires the recognition of future tax benefits to the extent that realization of such benefits is more likely than not.

8


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
2.   Significant Accounting Policies - continued
  j)   Share Capital
  i)   Share capital issued for non-monetary consideration is recorded at an amount based on fair market value.
 
  ii)   The proceeds from the issue of units is allocated between common shares and common share purchase warrants on a prorated basis on relative fair values as follows: the fair value of common shares is based on the market close on the date the units are issued; and the fair value of the common share purchase warrants is determined using the Black-Scholes pricing model.
  k)   Loss per Share
 
  Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted loss per share by application of the “if converted” method. The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted loss per share by application of the treasury stock method.
 
  l)   Foreign Currency Translation
 
  The Company’s functional and reporting currency is the Canadian dollar. Transactions denominated in other currencies are translated into their Canadian dollar equivalents at exchange rates prevailing at the transaction date. Carrying values of monetary assets and liabilities denominated in foreign currencies are adjusted at each balance sheet date to reflect exchange rates prevailing at that date.
 
  Integrated foreign operations are translated into the functional currency using the temporal method as follows:
 
  i)   Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date,
 
  ii)   Non-monetary assets and liabilities, and equity at historical rates, and
 
  iii)   Revenue and expense items at the average rate of exchange prevailing during the period.
 
  Gains and losses on translation are included in determining net income for the period.
 
  m)   Management Estimates
 
      The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported years. Actual results could differ from those estimates.

9


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
2.   Significant Accounting Policies Continued
  n)   Stock Based Compensation
    All stock-based awards made to employees and non-employees are measured and recognized using a fair value based method. For employees, the fair value of the options at the date of the grant is accrued and charged to operations, with the offsetting credit to contributed surplus, on a straight-line basis over the vesting period. If and when the stock options are exercised, the applicable amounts of contributed surplus are transferred to share capital. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterpart performance is complete or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable.
  o)   Amortization
    The Company provides for amortization on its property and equipment in Canada using the sum-of-digits method. The Company provides for amortization on its property, plant and equipment in Greece at 15% — 100% using the declining balance method.
3.   Fair Value of Financial Instruments
 
    The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, short-term investments, marketable securities, reclamation bond, accounts payable and accrued liabilities and amounts due from (to) related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value due to their short-term maturity or capacity of prompt liquidation, except for the marketable securities (See Note 5).
 
4.   Property and Equipment
 
    Details are as follows:
                         
                    2006  
            Accumulated     Net Book  
    Cost     Amortization     Value  
 
Land
  $ 78,811     $     $ 78,811  
Machinery
    55,051       (53,677 )     1,374  
Computer equipment
    53,226       (25,605 )     27,621  
Furniture and fixtures
    306,391       (288,728 )     17,663  
 
 
  $ 493,479     $ (368,010 )   $ 125,469  
 
                         
                    2005  
            Accumulated     Net Book  
    Cost     Amortization     Value  
     
Land
  $ 78,811     $     $ 78,811  
Machinery
    55,051       (51,716 )     3,335  
Computer equipment
    42,328       (33,821 )     8,507  
Furniture and fixtures
    286,726       (280,965 )     5,761  
 
 
  $ 462,916     $ (366,502 )   $ 96,414  
 

10


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
5.   Marketable Securities
                                                 
                            2006     2005     2005  
    Number of     %     2006     Market     Book     Market  
    Shares     Owned     Book Value     value     Value     Value  
 
Solex
                                               
Resources Inc.
    2,000,000       4 %   $ 400,000     $ 2,820,000     $ 150,000     $ 400,000  
 
    Solex Resources Inc. (“Solex”) and the Company are companies with a director in common.
6.   Short Term Investments
 
    Short term investments consisted of as at December 31, 2006;
                 
    Value     Maturity Date  
 
GIC
  $ 23,000     February 14 and April 17, 2007  
 
This consists of two $11,500 GICs, which the Company has provided as security to the Company’s two corporate MasterCard accounts. These deposits bear interest at approximately 2.35% per annum.
Short term investments consists of as at December 31, 2005;
                 
    Value     Maturity Date  
 
GIC
  $ 3,250,000     July 14, 2006  
GIC
    23,000     February 14 and April 17, 2007 *
Accrued interest
    33,689     December 31, 2005  
 
 
  $ 3,306,689          
 
 
*   This consists of two $11,500 GICs, which the Company has provided as security to the Company’s two corporate MasterCard accounts. These deposits bear interest at approximately 2.35% per annum.

11


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
7.   Mineral Interests
 
    Mineral interest expenditures for 2006 are as follows:
                                 
    Perama     Macusani     Dixie Creek     Total  
 
Balance December 31, 2005
  $ 16,419,325     $ 893,505     $ 166,179     $ 17,479,009  
 
Activity 2006;
                               
Acquisition costs:
          160,000       166,624       326,624  
Exploration costs:
                               
Office expenditures
                       
Project management
    121,918       43,432             165,350  
Design engineering
    84,039                   84,039  
Geological consulting
          341,182       10,534       351,716  
Geophysical consulting
          150,448             150,448  
Survey, evaluation, mapping
          55,769             55,769  
Drilling
          387,801       719,123       1,106,924  
Assays
          56,058       4,980       61,038  
Field supplies and equipment
          67,402             67,402  
Camp
          221,905             221,905  
Fees, licenses and permits
          167,729       9,050       176,779  
Travel expenditures
    7,859       50,950       3,771       62,580  
Bank charges, foreign exchange
          9,785             9,785  
Legal expenses
          15,344             15,344  
Community relations
          34,524             34,524  
Accounting and audit
          11,674             11,674  
Tax recoveries
    (295,280 )                   (295,280 )
IGV sales tax
          151,953             151,953  
 
Total activity 2006
    (81,464 )     1,925,955       914,082       2,758,573  
 
Write off of mineral interest
                (1,080,261 )     (1,080,261 )
 
Balance December 31, 2006
  $ 16,337,861     $ 2,819,461     $     $ 19,157,322  
 

12


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
7.   Mineral Interests — continued
 
    Mineral interest expenditures for 2005 are as follows:
                                 
    Perama     Macusani     Dixie Creek     Total  
 
Balance December 31, 2004
  $ 16,557,285     $     $ 74,248     $ 16,631,533  
 
Activity 2005;
                               
Acquisition costs:
          116,588       91,931       208,519  
Exploration costs:
                               
Office expenditures
          1,315             1,315  
Project management
          56,878             56,878  
Geological consulting
          79,115             79,115  
Geophysical consulting
          228,458             228,458  
Survey, evaluation & mapping
          31,744             31,744  
Assays
          11,033             11,033  
Field supplies and equipment
          73,536             73,536  
Camp
          11,774             11,774  
Fees, licenses and permits
          250,467             250,467  
Travel expenditures
          18,095             18,095  
Legal expenses
          9,932             9,932  
Community relations
          4,571             4,571  
Tax recoveries
    (137,960 )                 (137,960 )
 
Total activity 2005
    (137,960 )     893,506       91,931       847,476  
 
Balance December 31, 2005
  $ 16,419,325     $ 893,505     $ 166,179     $ 17,479,009  
 
  a)   Perama Hill Gold Project, Greece
On December 16, 2004 the Company acquired 100% of the outstanding shares of Thracean Gold Mining S.A. (“TGM”), a company incorporated in Greece that holds a 100% interest in the Perama Hill Gold Project.
The purchase price for the shares of TGM was US$12,000,000 (CDN$14,814,895). In addition the Company incurred property investigation costs in the amount of CDN $560,198 and CDN $157,108 respectively which were included in the acquisition costs.
In addition, the Company agreed, on March 12, 2004, to reimburse the Sellers for the actual reasonable costs incurred by the Sellers in connection with the operation of TGM from March 12, 2004 to December 16, 2004. These amounted to CDN $1,033,578 and are considered part of the purchase price.
Total acquisition costs for TGM recorded in the Company’s accounts are CDN $16,557,285.
13

 


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
7.   Mineral Interests — continued
  a)   Perama Hill Gold Project, Greece — continued
The Company also agreed to pay the following additional contingent payments:
A cash payment of US$3,000,000 upon commencement of commercial production from the Project; and
A 2.5% net smelter return royalty payable on all ores, minerals, metals, materials or other products produced from the Project.
The cash payment of US$3,000,000 is a contingent consideration and is not reflected in the financial statements until the condition has been met.
By agreement dated April 10, 1997, TGM was granted an option in certain mineral exploration licenses (MEL’s) located adjacent to the Perama Hill Gold Project. The option payments were suspended April 11, 2002 pending approval by the regional government to renew the MEL’s. In the event that the MEL’s are renewed TGM can maintain its option by paying the remaining balance due of  608,950 to the vendor as follows;
         
    Amount in  
    Euros  
 
Upon the approval of the License of Environmental Impact Study (EIS) by the Ministries of Research, Development and the Environment
  121,790  
Upon final approval of the EIS
    121,790  
Upon the issuance of the Construction License by the Ministry of Development
    121,790  
Upon the issuance of the Intervention License according to the Forest Protection Legislation
    121,790  
Upon issuance of the Operational Licenses by the Ministry of Development
    60,895  
Upon commencement of the operation of the project
    60,895  
 
 
  608,950  
 
The property title was transferred to TGM as part of the agreement but the vendor has the right to regain it should TGM not satisfy the terms of the agreement.
The permitting status for the development of the Perama Hill Gold Project is presently awaiting approval of the ETR (Environmental Terms of Reference) by the Joint Ministerial Council made up of five ministers within the National Greek government. The ETR, drafted by the Ministry of Environment and agreed to by the Company, is awaiting the Joint Ministerial Resolution (JMR) which effectively approves the Environmental Impact Statement (EIS), allowing the company to proceed with development of the project.
Management has instituted a program to assess the geological, environmental and political factors relating to the Perama Hill Gold Project and to review, on a quarterly basis, any potential for impairment.
14

 


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
7.   Mineral Interests — continued
  b)   Macusani Project, Peru
On April 19, 2005 the Company entered into an option management agreement with Solex to acquire an undivided 50% interest in a uranium property near Puno, Peru, consisting of 55 mineral concessions covering an area of approximately 35,000 hectares. Subsequently an additional 11,000 hectares were acquired and made subject to the original agreement.
The Company must, at its option, make a cash payment of USD $50,000 (paid), and issue shares and incur minimum exploration expenditures as follows:
                                 
    Exploration costs                        
    (USD)             Common Shares          
 
On date of the agreement
  $               200,000     (issued)
On or before April 19, 2006
    400,000     (complete)     250,000     (issued)
On or before April 19, 2007
    350,000     (complete)     300,000     (issued)
On or before April 19, 2008
    500,000     (complete)     350,000          
On or before April 19, 2009
    900,000               400,000          
On or before April 19, 2010
    1,850,000                        
 
 
  $ 4,000,000               1,500,000          
 
In addition, the Company was required to subscribe for $150,000 in units of the Optionor at a price of $0.15 per unit. Each unit is comprised of one common share of Solex and one warrant to purchase an additional Solex common share at a price of $0.25 for the first year and $0.35 for the second year. The initial purchase of Solex units was completed in April 2005 and the warrants were exercised in April 2006. The investment is included on the balance sheet under Marketable Securities (Note 5).
  c)   Dixie Creek Property, Nevada, USA
On June 10, 2002 (with amendments May 5, 2003 and May 15, 2004) the Company acquired a 20 year mining lease on the Dixie Creek Property in Elko County, Nevada, USA.
Under this lease the Company made aggregate cash payments of USD $265,000 and completed 6,443 feet of drilling on the property. Assay work completed did not indicate sufficient grade to warrant further drilling.
On December 31, 2006 the Company wrote off acquisition and exploration costs of $1,080,261.
Property expenditures in 2007 will be expensed as incurred.
15

 


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
8.   Shareholder’s Equity
 
    As at December 31, 2006 the Company’s share capital consists of the following:
 
    Authorized unlimited common shares without par value.
                                 
                    Contributed        
                    Surplus        
    Number of             Stock     Contributed  
Issued and fully paid:   Shares     Amount     Options     Surplus  
 
Balance — December 31, 2004
    70,599,023     $ 25,867,955     $ 187,115     $ 147,562  
Private placement
    34,142,484       8,388,330              
Shares issued — mineral interests
    200,000       52,000              
Share issuance costs
          (173,157 )            
Broker commissions
    150,863                    
Stock compensation expense
                131,628        
Equity portion of convertible note
                      171,685  
 
Balance — December 31, 2005
    105,092,370     $ 34,135,128     $ 318,743     $ 319,247  
Warrants exercised
    25,981,300       14,205,565                  
Stock options exercised
    317,500       51,375                  
Stock compensation expenses
                    451,906          
Issuance costs
            (5,663 )                
Stock issued for mineral properties
    250,000       160,000                  
Fair value of stock options exercised
            14,100       (14,100 )        
 
Balance — December 31, 2006
    131,641,170     $ 48,560,505     $ 756,549     $ 319,247  
 
  a)   Share Issuances
  i)   In 2006, 25,981,300 warrants were exercised for aggregate gross proceeds of $14,205,565 and 317,500 options were exercised for aggregate gross proceeds of $51,375.
 
  ii)   In April 2006, the Company issued 250,000 shares, valued at $160,000, pursuant to the Macusani project agreement.
 
  iii)   In 2005, the Company sold 5,743,000 units in a private placement for aggregate gross proceeds of $1,263,460. Each unit consisted of one common share and one half common share purchase warrant. Each full warrant is exercisable into one common share of the Company at a price of $0.33 per share until March 24, 2007. 1,245,000 units were purchased by the related parties. 150,863 shares were issued and $10,973 was paid to brokers for broker financing fees.

16


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
8.   Shareholder’s Equity continued
  iv)   In 2005, the Company sold 28,399,484 units in a private placement for aggregate gross proceeds of $7,124,870. Each unit consisted of one common share in the capital of the Company and one whole common share purchase warrant. Each warrant is exercisable into one common share of the Company at a price of $0.40 per share for a period of two years after completion.
 
      The sale was completed in two tranches. The first tranche of 15,899,484 units for gross proceeds of $3,374,870 was completed June 7, 2005. The second tranche of 12,500,000 units for gross proceeds $3,750,000 was completed July 15, 2005.
 
  v)   In 2005, the Company issued 200,000 shares valued at $52,000 pursuant to the Macusani project agreement.
  b)   Share Purchase of Warrants
    As at December 31, 2006 the following share purchase warrants were outstanding;
             
    Exercise     Expiry
Shares
  Price     Date
 
2,489,000
  $ 0.33     March 24, 2007*
15,899,484
  $ 0.40     June 7, 2007
12,500,000
  $ 0.40     June 15, 2007
 
30,888,484
           
 
*   See Subsequent Events. Note 14 (a) Warrants
    The following summarized transactions took place in 2005 and 2006:
         
Balance as at December 31, 2004
    37,943,895  
 
Warrants issued 2005
    31,270,984  
Warrants expired 2005
    (605,000 )
Warrants exercised 2006
    (25,981,300 )
Warrants expired 2006
    (11,740,095 )
 
Balance at December 31, 2006
    30,888,484  
 
  c)   Stock options
    The Company adopted a rolling stock option plan whereby directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company and its subsidiaries to a maximum of 10% of the issued and outstanding common shares of the Company at the time of the grant, with a maximum of 2% of the Company’s issued and outstanding shares reserved for any one consultant or employee conducting investor relations activities on a yearly basis. Options vest 16.67% on granting and every 90 days thereafter until fully vested. Performance vested options have a term of five years and vest on attaining specified milestones. See the table following:

17


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
8.   Shareholder’s Equity continued
  c)   Stock options — continued
                                                 
    December 31     Granted     Can./Exerc.     December 31,     Exercise        
    2005     2006     2006     2006     Price     Expiry Date
 
Officer, Director
    200,000             (200,000 )           0.11     August 1, 2006
Officers, Directors
    350,000                   350,000       0.20     September 6, 2007
Director
    150,000                   150,000       0.20     October 28, 2007
Officer, Director
    200,000                   200,000       0.20     February 6, 2008
Consultant
    50,000                   50,000       0.23     March 21, 2008
Directors
    250,000                   250,000       0.55     March 1, 2009
Director
    100,000                   100,000       0.41     January 27, 2010
Employee
    100,000                   100,000       0.41     January 21, 2010
Officers, Directors
    1,100,000                   1,100,000       0.25     October 25, 2010
Employees
    750,000             (180,000 )     570,000       0.25     October 25, 2010
Consultants
    300,000                   300,000       0.25     October 25, 2010
Consultants *
    1,500,000                   1,500,000       0.25     October 25, 2010
Directors
    350,000                   350,000       0.25     October 26, 2010
Officers, Directors
          1,800,000             1,800,000       0.38     August 4, 2011
Consultant
          50,000             50,000       0.38     August 4, 2011
Employees
          275,000             275,000       0.38     August 4, 2011
 
Total
    5,400,000       2,125,000       (380,000 )     7,145,000                  
 
*   Performance vested
                                                 
    December 31     Granted     Cancelled     December 31     Exercise        
    2004     2005     2005     2005     Price     Expiry Date
 
Officer, Director
    200,000                   200,000       0.11     August 1, 2006
Director
    200,000                   200,000       0.20     September 6, 2007
Officer
    150,000                   150,000       0.20     September 6, 2007
Director
    150,000                   150,000       0.20     October 28, 2007
Officer, Director
    200,000                   200,000       0.20     February 6, 2008
Consultant
    50,000                   50,000       0.23     March 21, 2008
Consultant
    180,000             (180,000 )           0.23     March 21, 2008
Consultant
    100,000             (100,000 )           0.41     May 8, 2008
Consultant
    200,000             (200,000 )           0.50     June 4, 2008
Consultant
    125,000             (125,000 )           0.52     August 20, 2008
Consultant
    75,000             (75,000 )           0.57     September 17,2008
Directors
    250,000                   250,000       0.55     March 1, 2009
Director
          100,000             100,000       0.41     January 27, 2010
Employee
          100,000             100,000       0.41     January 21, 2010
Officer, Director
          325,000             325,000       0.25     October 25, 2010
Directors
          1,125,000             1,125,000       0.25     October 25, 2010
Employees
          750,000             750,000       0.25     October 25, 2010
Consultants
          300,000             300,000       0.25     October 25, 2010
Consultants *
          1,500,000             1,500,000       0.25     October 25, 2010
 
Total
    1,880,000       4,200,000       (680,000 )     5,400,000                  
 
*   Performance vested

18


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
8.   Shareholder’s Equity — continued
  c)   Stock Options continued
         
* Performance Vesting Milestones   Number of Options to vest and become Exercisable  
 
Issuance of a Joint Ministerial Resolution to accept the Environmental Impact Statement on the Perama Hill project
    200,000  
 
Issuance of an unencumbered Environmental Impact Statement and the commencement of permitting on the Perama Hill project.
    700,000  
 
Issuance of a construction permit on the Perama Hill project.
    600,000  
 
As at December 31, 2006, a total of 3,841,852 of outstanding options have vested.
As at December 31, 2005, a total of 1,700,000 of outstanding options have vested.
During the year, the Company granted options to purchase up to 2,125,000 shares of the Company’s stock to directors, officers, employees and consultants of the Company at exercise prices of $0.38 per share, with a total fair value of $555,762. Since the options vest under a graded vesting schedule and performance-based vesting schedule, the fair value of vested options in the amount of $242,902 has been recorded in the Company accounts as stock compensation expense.
During the prior year, the Company granted options to purchase up to 4,200,000 shares of the Company’s stock to employees of the Company at an exercise price of $0.25 — $0.41 per share, with a total fair value of $510,033. Since the options vest under a graded vesting schedule, the fair value of the vested options in the amount of $209,004 (2005 — $20,350) has been recorded in the Company accounts as stock compensation expense.
The total fair value of vested options in the amount of $451,906 has been expensed in the Company’s accounts and included on the Company’s income statement under the heading ‘Stock based compensation expense’
The fair value of each option granted is estimated as the options become vested using an option-pricing model with the following assumptions:
                 
    2006   2005
 
Expected dividend yield
    0.0 %     0.0 %
Stock price volatility
    99 %     91 %
Risk free interest rate
    3.80 %     2.50% - 3.80 %
Expected life of options
  5 years   5 years
Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options.

19


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
8.   Shareholders Equity — continued
  d)   Dilution
         
Total shares on a fully diluted basis:
       
Total shares issued and outstanding as at December 31, 2006
    131,641,170  
Total warrants outstanding as at December 31, 2006
    30,888,484  
Total options outstanding as at December 31, 2006
    7,145,000  
 
Total shares fully diluted as at December 31, 2006
    169,674,654  
 
9.   Related Party Balances and Transactions
  a)   Except as disclosed elsewhere in these financial statements, related party transactions are as follows:
                         
    Paid/Accrued to:   December 31, 2006     December 31, 2005  
 
Management wages and fees
  Directors and officers   $ 341,000     $ 139,500  
Interest
  Directors           188,929  
Exploration costs
  Company with a common director   $ 169,788     $ 497,131  
 
                         
    Received/Accrued from:   December 31, 2006     December 31, 2005  
 
Office services
  Company with a common director   $ 61,260     $ 35,876  
 
  b)   Amounts due to related parties are $31,500 (2005 — $74,174). Current year amounts were bonuses and fees payable to employees. Prior year amounts were exploration costs owing a Company with a common director. Amounts due from related party of $9,190 (2005 — $5,094) were for office service cost invoiced to a company with a common director and a travel advance to an officer of the Company. These balances bear no interest and have no specific terms of repayment.
The above transactions occurring in the normal course of operations, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
10.   Commitments
 
    The Company has the following total lease obligations:
                     
Location       Commitment     Expiry Date
 
Vancouver
  Office lease   $ 145,384     August 31, 2011
Greece
  Office lease     20,016     November 13, 2007
 
  Office lease     26,639     July 25, 2009
 
  Office lease     21,380     September 14, 2009
 
 
      $ 213,419          
 

20


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
11.   Segmented Information
 
    Details are as follows:
                                         
    Canada     Greece     Peru     USA     Total  
 
Year Ended December 31, 2006
                                       
Loss (income) for the year
  $ 2,118,041     $ 614,288     $ (4,071 )   $ 41,870     $ 2,770,128  
Total assets
  $ 13,973,740     $ 16,558,452     $ 2,988,381     $ 69,598     $ 33,590,171  
 
Year Ended December 31, 2005
                                       
Loss (income) for the year
  $ 1,081,846     $ 744,821     $ 120     $ (90,605 )   $ 1,736,182  
Total assets
  $ 3,539,594     $ 16,565,255     $ 894,115     $ 277,647     $ 21,276,611  
 
12.   Income Taxes
  a)   The Company’s provision for income taxes differs from the amounts computed by applying the combined Canadian federal provincial income tax rates to the net loss as a result of the following:
                 
    2006     2005  
 
               
Provision for recovery of taxes at statutory rates
  $ (945,168 )   $ (605,233 )
Tax benefit not recognized on current year losses
    525,529       583,186  
Non-deductible and other items for tax purposes
    388,304       1,521  
Differences in foreign tax rates
    31,335       20,526  
 
           
 
  $     $  
 
           
  b)   The significant components of future income tax assets and liabilities are as follows:
                 
    2006     2005  
 
Future income tax assets (liabilities)
               
 
               
Non-capital loss carry forwards
  $ 6,123,988     $ 5,804,473  
Net capital loss carry forwards
    88,249       90,163  
Property and equipment
    35,049       25,487  
Mineral interests
    (1,331,909 )     (1,332,650 )
Share issue costs
    224,018       337,529  
 
           
Future income tax assets (liabilities)
    5,139,395       4,935,002  
Valuation allowance
    (5,139,395 )     (4,935,002 )
 
           
Net future income tax assets
  $     $  
 
           
      The Company has income tax loss carry forwards of approximately $4,328,000 in Canada, which may be used to reduce future income taxes otherwise payable and expiring through 2026.
 
      The tax benefit of the above noted tax assets have been offset by recognition of a valuation allowance in these financial statements.

21


 

Frontier Pacific Mining Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2006 and 2005

Canadian Funds
 
14.   Subsequent Event
 
    Warrants
 
    Subsequent to December 31, 2006, 2,476,500 warrants were exercised at $0.33 per share for net proceeds of $817,245. The 12,500 remaining warrants expired at the close of business March 24, 2007.

22