The Directors of CIC Mining Resources (AIM:CICR) (CNSX:RRR) (FRANKFURT:31C), the
consulting and advisory firm operating primarily in the mining and energy
infrastructure sectors, informs Shareholders that the Company filed its interim
financial statements for the 3 and 9 month periods ended 31 October 2010 on
SEDAR on 31 December 2010 in line with Canadian public company regulatory
reporting requirements.
A full copy of the Interim Financial Statements and the Management's Discussion
and Analysis documents can be downloaded from SEDAR website (www.SEDAR.com) -
copies of which are set out below.
SEDAR is the official site that provides access to most public securities
documents and information filed by public companies and investment funds with
the Canadian Securities Administrators (CSA) in the SEDAR filing system.
Forward-Looking Statements
This news release includes certain forward-looking statements that are based
upon current expectations, which involve risks and uncertainties associated with
the Company's business and the environment in which the business operates. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking, including those identified by the expressions
"anticipate", "believe", "plan", "estimate", "expect", "intend", and similar
expressions to the extent they relate to the Company or its management. The
forward-looking statements are not historical facts, but reflect management's
current expectations regarding future results or events. These forward-looking
statements are subject to a number of risks and uncertainties that could cause
actual results or events to differ materially from current expectations,
including the matters discussed under "Risk Factors" in the Company's Admission
Document which can be found at the Company's profile on SEDAR www.sedar.com. The
Company assumes no obligation to update the forward-looking statements, or to
update the reasons why actual results could differ from those reflected in the
forward-looking statements.
The Directors of CIC Mining Resources Ltd accept responsibility for the content
of this announcement.
INTERIM FINANCIAL STATEMENTS
For The Three Months and Nine Months Ended October 31, 2010
(Unaudited - Prepared by Management)
Notice to Reader
The accompanying financial statements of CIC Mining Resources Ltd., comprised of
the Consolidated Balance Sheets as at October 31, 2010 and January 31, 2010, and
the Interim Consolidated Statements of Operation and Deficit, Consolidated
Statements of Cash Flows and Consolidated Statements of Shareholders' Equity for
the three and nine month periods ended October 31, 2010 and 2009 are the
responsibility of the Company's management. The independent external auditors of
the Company have not reviewed these financial statements.
CIC MINING RESOURCES LTD.
INTERIM CONSOLIDATED BALANCE SHEETS
(In Canadian Dollars)
(Unaudited - Prepared by Management)
October 31, January 31,
2010 2010
(Unaudited) (Audited)
ASSETS
Current Assets
Cash and cash equivalents 2,421 45,280
Accounts receivable 15,541 15,541
Marketable securities - 14,788
Prepaid expenses 67,114 124,485
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85,076 200,094
Non-current Assets
Investment in associate (Note 5) - -
Property and Equipment (Note 6) 11,562 18,973
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Total Assets 96,638 219,067
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LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable and accrued liabilities 468,167 849,877
Income taxes payable 244,471 86,559
Due to related parties (Note 7) 1,008,170 293,571
Deferred Revenue (Note 5) - -
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1,720,807 1,230,007
Shareholder's Equity
Share capital (Note 8) 27,491,066 27,491,066
Contributed surplus 1,457,391 1,457,391
Deficit (30,922,762) (30,228,835)
Accumulated other comprehensive income (loss) 350,136 269,438
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(1,624,169) (1,010,940)
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Total Liabilities and Shareholder's Equity 96,638 219,067
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Nature of Operations and Going Concern (Note 1)
Commitments (Note 9)
Contingencies (Note 10)
APPROVED ON BEHALF OF THE BOARD
Stuart J. Bromley
Hu Ye
See Accompanying Notes to the interim financial statements
CIC MINING RESOURCES LTD.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(In Canadian Dollars)
(Unaudited - Prepared by Management)
Three months ended Nine months ended
October 31 October 31
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2010 2009 2010 2009
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Revenue
Consulting and advisory
service 266,030 - 266,030 25,577
General and
administrative costs
Amortization 2,809 118,134 7,411 $ 355,912
Bank charges and
interest 2,372 89 2,587 837
Consulting fees 25,000 (39,479) 28,000 (29,555)
Filing fees and transfer
agent 8,665 - 11,665 9,127
Management fees 75,000 150,000 225,000 224,088
Meals and entertainment - 177 2,626 13,219
Office and miscellaneous 170,364 58,047 191,157 155,529
Professional fees 183,870 164,800 183,870 234,592
Rent 44,900 134,595 120,317 386,215
Salaries 69,951 34,671 184,565 147,568
Stock based compensation - - - 35,507
Travel and promotion 2,800 460 2,800 20,848
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Total general and
administrative costs 585,731 $ 623,552 959,998 $ 1,555,945
Loss before other items (319,701) $ (623,552) (693,968) $ (1,530,368)
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Other income (expense)
Interest Income 40 4 41 14
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Net loss for the period (319,661) $ (623,548) (693,927) $ (1,530,353)
Other comprehensive
income (loss) (11,969) $ (354,725) 80,698 $ 31,985
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Comprehensive income
(loss) (331,630) $ (978,273) (613,229) $ (1,498,368)
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Basic and fully diluted
loss per share 0.00 0.00 0.00 (0.01)
Weighted average number
of shares outstanding 144,807,492 144,807,492 144,807,492 122,920,200
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See Accompanying Notes to the interim financial statements.
CIC MINING RESOURCES LTD.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Canadian Dollars)
(Unaudited - Prepared by Management)
Three months ended Nine months ended
October 31 October 31
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2010 2009 2010 2009
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Operating Activities
Net loss for the year (319,661) $(623,548) (693,927) $(1,530,353)
Items not effecting cash:
Revenue - -
Amortization 2,809 118,134 7,411 355,912
Stock options issued to
consultants - - 1,265
Stock based compensation - - 35,507
Write down of resource
properties - - - -
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(316,852) (505,414) (686,516) (1,137,669)
Changes in non-cash working
capital items:
Amounts receivable - (3,198)
Prepaid expenses (18,946) (51,050) 57,371 97,202
Accounts payable and accrued
liabilities (309,881) 317,424 (137,240) (379,536)
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Cash used in operating
activities (645,679) (239,040) (766,385) (1,423,201)
Financing Activities
Sale of marketable securities - - -
Increase (decrease) due to
related parties 600,524 604,153 714,599 1,047,999
Short term loans payable (365,113) 370,650
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Cash provided by financing
activities 600,524 239,040 714,599 1,418,649
Investing Activity
Resource property
expenditures - - - -
Intangible assets - - - -
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Cash provided by investing
activities - $ - - $ -
Effects of exchange rate
change in cash (12,473) 8,927
Increase (decrease) in cash
and cash equivalents during
the period (57,628) - (42,859) (4,552)
Cash and cash equivalents,
beginning of the period 60,049 (1,947) 45,280 2,605
Cash and cash equivalents
(overdraft) at end the period 2,421 $ (1,947) 2,421 $ (1,947)
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Supplemental disclosure of
cash flow information:
Cash paid for:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
See Accompanying Notes to the interim financial statements
CIC MINING RESOURCES LTD.
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(In Canadian Dollars)
(Unaudited - Prepared by Management)
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Accumulated
Number of Other
shares Share Contributed Accumulated Comprehensive
(number) Capital Surplus Deficit Loss
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Balance
January 31,
2009 110,045,322 24,014,849 1,392,432 (27,289,686) (204,597)
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Balance
January 31,
2010 144,807,492 27,491,066 1,457,391 (30,228,835) 269,438
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Net income
(loss) for
the period - - - (693,927) -
Foreign
exchange
translation - - - - 80,698
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Balance,
October 31,
2010 144,807,492 27,491,066 1,457,391 (30,922,762) 350,136
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See Accompanying Notes to the interim financial statement
1. NATURE OF OPERATIONS AND GOING CONCERN
CIC Mining Resources Ltd. (the "Company") is a public company incorporated on
June 20, 2003 under the Canada Business Corporations Act listed on the Canadian
National Stock Exchange (CNSX) and is a resource sector royalty and investment
company. Its strategy is to acquire interests in natural resource and energy
sector companies primarily in the Peoples Republic of China ("PRC").
The recoverability of amounts shown for resource properties costs and intangible
assets is dependent upon the ability of the Company to use those assets to
generate compensation for its services in the form of cash, interests in
development stage resource companies and projects, or royalty interests, the
ability of the Company to obtain financing to support its activities, and the
ability of the company to profitably dispose of the ownership or royalty
interests it receives for performing its services.
These unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles applicable to
a going concern, which assumes that the Company will be able to meet its
obligations and continue its operations for its next fiscal year. Realized
values may be substantially different from carrying values shown and these
financial statements do not give effect to adjustments that would be necessary
to the carrying values and classification of assets and liabilities should the
Company be unable to continue as a going concern. These interim statements
should be read together with the audited financial statements and the
accompanying notes included in the Company's latest annual report. In the
opinion of the Company, its unaudited interim consolidated financial statements
contain all adjustments necessary in order to present a fair statement of the
results of the interim presented.
At July 31, 2010, the Company has accumulated deficit of $30,922,762 since its
inception, and working capital deficit of $1,635,731 and expects to incur
further losses in the development of its business, all of which casts
substantial doubt about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.
2. SIGNIFICANT ACCOUNTING POLICIES
Investments in significantly influenced investees
The Company carries its investments in significantly influenced investees under
the equity method of accounting for investments whereby the investment is
initially recorded at cost and the carrying value, adjusted thereafter to
include the investor's pro rata share of post-acquisition earnings of the
investee, computed by the consolidation method. The amount of the adjustment is
included in the determination of net income by the investor, and the investment
account of the investor is also increased or decreased to reflect the investor's
share of capital transactions (including amounts recognized in other
comprehensive income) and changes in accounting policies and corrections of
errors relating to prior period financial statements applicable to
post-acquisition periods. Profit distributions received or receivable from an
investee reduce the carrying value of the investment."
Recently Adopted Accounting Pronouncements
Effective February 1, 2008, the Company adopted the following accounting
standards updates issued by the Canadian Institute of Chartered Accountants
("CICA").
Capital Disclosures - CICA Section 1535
This new pronouncement establishes standards for disclosing information about an
entity's capital and how it is managed. Section 1535 also requires the
disclosure of any externally-imposed capital requirements, whether the entity
has complied with them, and if not, the consequences.
Financial Instruments Disclosures and Presentation - CICA Sections 3862 & 3863
These new Sections 3862 (on disclosures) and 3863 (on presentation) replace
Section 3861, revising and enhancing its disclosure requirements, and carrying
forward unchanged its presentation requirements. Section 3862 complements the
principles recognizing measuring and presenting financial assets and financial
liabilities in Financial Instruments. Section 3863 deals with the classification
of financial instruments, from the perspective of the issuer, between
liabilities and equity, the classification of related interest, dividends,
losses and gains, and the circumstances in which financial assets and financial
liabilities are offset.
General Standards of Financial Statement Presentation - CICA Section 1400
The CICA accounting standards board amended Section 1400 to include requirements
for management to assess and disclose an entity's ability to continue as a going
concern. This section applies to interim and annual financial statements
relating to fiscal years beginning on or after January 1, 2008.
Business Combinations - CICA Section 1582
In January 2009, the CICA issued Section 1582, Business Combinations, which
replaces former guidance on business combinations. Section 1582 establishes
principles and requirements of the acquisition method for business combination
and related disclosures. The Section applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after January 2011 with earlier
adoption permitted. The Corporation is currently evaluating the impact of this
standard on the consolidated financial statements.
Consolidation and Non-Controlling Interests - CICA Section 1601
In January 2009, the CICA issued Section 1601, Consolidated Financial
Statements, and 1602, Non-controlling interests, which replaces existing
guidance. Section 1602 provides guidance on accounting for a non-controlling
interest in a subsidiary in consolidated financial statements subsequent to a
business combination. These standards are effective on or after the beginning of
the first annual reporting period on or after January 2011 with earlier adoption
permitted. The Corporation is currently evaluating the impact of this standard
on the consolidated financial statements.
Goodwill and Intangible Assets - CICA Section 3064
In February 2008, the CICA issued Section 3064 which replaces Section 3062,
"Goodwill and Other Intangible Assets". This new standard provides guidance on
the recognition, measurement, presentation and disclosure of goodwill and
intangible assets. Concurrent with the adoption of this standard, EIC 27,
Revenue and Expenditures in the Pre-Operating Period"' will be withdrawn.
International financial reporting standards ("IFRS")
In 2006, AcSB published a new strategic plan that will significantly affect
financial reporting requirements for Canadian companies. The AcSB strategic plan
outlines the convergence of Canadian GAAP with IFRS over an expected five year
transitional period. In February 2008, the AcSB announced that 2011 is the
changeover date for publicly-listed companies to use IFRS, replacing Canada's
own GAAP. The date is for interim and annual financial statements relating to
fiscal years beginning on or after January 1, 2011. The transition date of
January 1, 2011 will require the restatement for comparative purposes of amounts
reported by the Company for the year ended December 31, 2010. While the Company
has begun assessing the adoption of IFRS for 2011, the financial reporting
impact of the transition to IFRS cannot be reasonably estimated at this time.
3. CAPITAL MANAGEMENT
The Company's objectives for the management of capital are to safeguard the
Company's ability to continue as a going concern including the preservation of
capital and to achieve reasonable returns on invested cash after satisfying the
objective of preserving capital.
The Company manages the capital structure and makes adjustments to it in light
of changes in economic conditions and the risk characteristics of the underlying
assets. The Company considers its cash to be its manageable capital. The
Company's policy is to maintain sufficient cash to cover operating costs over a
reasonable future period. There are no external restrictions on management of
capital.
4. FINANCIAL INSTRUMENTS AND FINANCIAL RISK
Fair Value of Financial Instruments
The Company's financial instruments include cash, and amounts payable. The
carrying value of these instruments approximates their fair values due to the
relatively short periods of maturity of these instruments.
Liquidity Risk
The Company manages liquidity risk by maintaining adequate cash balance. The
Company continuously monitors and reviews both actual and forecasted cash flows,
and also matches the maturity profile of financial assets and liabilities.
Country Risk
The principle business of the Company is in China. The Company is subject to the
political risks and economic considerations of operating in China.
Currency Risk
By virtue of its international operations, the Company incurs costs and expenses
in foreign currencies other than the Canadian dollar. The exchange rates
covering such currencies, including the RMB, are subject to fluctuation which
gives rise to foreign currency exposure, either favorable or unfavorable. The
Company does not hedge the RMB against its functional currencies.
Sensitivity analysis
The Company has completed a sensitivity analysis to estimate the impact on net
income for the period which a change in foreign exchange rate during the year
ended January 31, 2009 would have had.
The sensitivity analysis includes the assumption of changes in individual
foreign exchange rates do not cause foreign exchange rates in other countries to
alter.
The result of sensitivity analysis shows an increase (decrease) of 10% in RMB
exchange rate could have no impact on the Company's net income but could have
increased (decreased) the comprehensive income by approximately $300,000.
The above result arises primarily as a result of the Company having RMB
denominated trade accounts payable and accrued liabilities balances and bank
account balances. The financial position of the Company may vary at the time
that a change of the foreign exchange rate occurs, causing the impact on the
Company's results to differ from that shown above.
5. INVESTMENT IN ASSOCIATES
SL MINERALS LIMITED
Under a trust agreement, the Company owns 48% of the issued capital of SL
Minerals Limited. SL Minerals Limited is an early stage private exploration
company with mineral rights in Sierra Leone.
As consideration for the shares, the Company has agreed to provide SL Minerals
Limited with certain consultancy services. At 31 October 2010, the Company had
not fully provided these services to SL Minerals Limited. Due diligence
conducted by the Company covers issues relating to mineral titles held by SL
Minerals Limited not being renewed and any prior shareholder rights. The Company
has decided to limit is services until title is properly confirmed by legal
opinion as covered in the agreement between the parties.
Since the Company did not pay consideration to acquire the shares in SL Minerals
Limited, no value was ascribed to the investment.
6. PROPERTY AND EQUIPMENT
OFFICE, FURNITURE & EQUIPMENT
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2010 2009
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Accumulated Net Book Net Book
Cost amortization Value Value
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Office, furniture & equipment $ 36,905 $ 25,343 $ 11,562 $ 21,585
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7. RELATED PARTY TRANSACTIONS
The Company incurred the following expenses with companies related by way of
officers in common and with a company with whom a director is associated. These
costs were measured at the amounts agreed upon by the parties.
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Nine months ended
October 31
2010 2009
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Management fees 225,000 223,889
Professional fees - legal and interest - -
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$ 225,000 $ 223,889
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The outstanding balances are non-interest bearing, unsecured and have no
fixed terms of repayment.
8. SHARE CAPITAL
Authorized:
Unlimited common shares without par value.
Issued:
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Number of
shares Amount
----------------------------------------------------------------------------
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Balance, January 31, 2010 110,045,322 24,014,850
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Balance, April 30, 2010 144,807,492 27,491,067
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Issued for cash - -
Pursuant to private placement - -
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Balance, October 31, 2010 144,807,492 $ 27,491,067
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Escrow:
At October 31, 2010 18,000,000 (January 31, 2010: 18,000,000) common shares were
held in escrow.
Under the terms of the escrow agreement dated July 2005, 40,000,000 common
shares were placed in escrow to be released over a period of three years, with
10% of the escrow shares being released immediately and 15% of the remaining
escrow shares to be released every six months thereafter. According to the
escrow agreement, escrowed securities that have not been released from escrow
will be cancelled and returned to treasury if the requisite approvals of the
transfer of the 90% interest in the Golden Harvest property (formerly Tao Jin
property) to the Company are not obtained from the applicable government
agencies in the People's Republic of China and a legal opinion to that effect
has not been delivered to the Company by July 5, 2008. The remaining shares held
in escrow were to be cancelled as the terms of release were not met.
The escrow shares were cancelled November 2010.
Warrants:
The following is the summary of the changes in the Company's outstanding
warrants at October 31, 2010 and January 31, 2010:
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October 31, 2010 January 31, 2010
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Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
----------------------------------------------------------------------------
Balance of warrants at
beginning of period 50,382,170 $ 0.18 17,482,545 $ 0.24
Issued - - 34,762,170 0.15
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Exercised - - - -
Expired (15,620,000) - (1,862,545) 0.15
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Balance of warrants at end of
period 34,762,170 0.15 50,382,170 $ 0.18
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At October 31, 2010, the Company had 34,762,170 (January 31, 2010 -50,382,170)
warrants outstanding. Each warrant entitles the holder thereof the right to
purchase one common share for each warrant held as follows:
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October 31,2010 January 31, 2010
Expiry date Exercise Price Number of Shares Number of Shares
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July 13, 2011 $0.15 34,762,170 50,382,170
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Share Purchase Options
The Company has a stock option plan which authorizes the board of directors to
grant incentive stock options to directors, officers and employees. The exercise
price and vesting provisions of the options are determined by the board based on
the market values of the shares using the closing price on the date prior to
date of the grant. The continuity of options outstanding is as follows:
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October 31, 2010 January 31, 2010
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Weighted Weighted
Average Average
Stock Exercise Stock Exercise
Options Price Options Price
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Balance of warrants at beginning
of period 5,175,000 $ 0.32 5,175,000 $ 0.32
Granted - - - -
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Expired/Cancelled - - - -
Exercised - - - -
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Balance of options at end of
period 5,175,000 $ 0.32 5,175,000 $ 0.32
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Exercisable 5,062,500 5,062,500
On February 7, 2008, the Company granted share purchase options to directors,
officers and consultants to purchase 1,700,000 common shares at US$0.10 per
share, exercisable until February 7, 2013. On October 13, 2008 the company
granted 150,000 share purchase options to one of its consultants at CAD$0.10 per
share, exercisable October 13, 2009. As at January 31, 2009, there were
5,175,000 employee, director and consultant options outstanding. These options
contain vesting provisions allowing 25% of the options being granted to vest
immediately and 25% to vest at 6, 12 and 18 months following grant. The weighted
average life remaining for outstanding options is 3.43 years.
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Weighted
average
remaining Exercise Options Options
Expiry date life price Outstanding Exercisable
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August 9, 2011 1.27 $0.75 1,625,000 1,625,000
May 23, 2012 2.06 $0.68 100,000 100,000
October 17, 2012 2.46 $0.10 1,600,000 1,200,000
September 24, 2012 2.41 $0.10 150,000 -
February 7, 2013 2.23 $0.10 1,700,000 850,000
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2.18 5,175,000 3,775,000
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The fair value of each option granted was estimated on the date of grant using
the Black-Scholes option pricing model, recognizing forfeitures as they occur,
using the following assumptions and resulting in the following weighted average
grant date fair value:
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2010 2009
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Risk-free interest rate (%) - 3.49%
Expected dividend yield - 0.00%
Expected stock price volatility - 130%
Expected life of options (years) - 5
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Weighted average grant date fair value - $0.00
9. COMMITMENTS
The Company has entered into operating leases expiring in February, 2011 for
office premises and equipment located in China. Minimum annual lease payments
required are approximately as follows:
Year Ending January 31, 2011 $ 33,000
Year Ending January 31, 2012 0
Year Ending January 31, 2013 0
10. CONTINGENCIES
At October 31, 2010 18,000,000 (January 31, 2010: 18,000,000) common shares were
held in escrow.
Under the terms of the escrow agreement dated July 2005, 40,000,000 common
shares were placed in escrow to be released over a period of three years, with
10% of the escrow shares being released immediately and 15% of the remaining
escrow shares to be released every six months thereafter. According to the
escrow agreement, escrowed securities that have not been released from escrow
will be cancelled and returned to treasury if the requisite approvals of the
transfer of the 90% interest in the Golden Harvest property (formerly Tao Jin
property) to the Company are not obtained from the applicable government
agencies in the People's Republic of China and a legal opinion to that effect
has not been delivered to the Company by July 5, 2008. The remaining shares held
in escrow were to be cancelled as the terms of release were not met.
The escrow shares were cancelled November 2010 during the final cource of the
Company's listing on the AIM market of the London Stock Exchange.
The Company continues to incur costs in various litigation matters detailed in
the AIM Admission Document available on the Company's web site
www.cicresources.com to defend these actions and is unable to predict its
outcome.
All costs associated with defending this action are expensed as incurred and the
Company has not recorded any accruals for damages after those direct costs
incurred to date.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For The Nine Month Ended October 31, 2010
The following Management Discussion and Analysis ("MD&A") of CIC Mining
Resources Ltd. (the "Company") financial position is for the Nine month ended
October 31, 2010 and covers information up to the date of this report. This MD&A
should be read in conjunction with the audited consolidated financial statements
and related notes and schedules for the year ended January 31, 2010, which have
been prepared in accordance with Canadian Generally Accepted Accounting
Principles ("GAAP").
This MD&A was prepared as of December 31, 2010. All amounts included in the MD&A
are in Canadian dollars unless otherwise specified. Additional information
regarding the Company is available on SEDAR at www.sedar.com. In addition the
Company's website can be found at www.cicresources.com.
Forward Looking Statements
This Management's Discussion and Analysis ("MD&A"), contains certain "forward
looking statements" which may include, but are not limited. to, statements with
respect to future events or future performance, management's expectations
regarding the Company's growth, results of operations, estimated future
revenues, requirements for additional capital, future demand for and prices of
commodities, expected mining sequences, business prospects and opportunities.
All statements, other than statements of historical fact, are forward-looking
statements. Such forward-looking statements reflect management's current beliefs
and are based on information currently available to management.
Often, but not always, forward looking statements can be identified by the use
of words such as "plans", "expects"," is expected", "budget", "scheduled",
"estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims",
"anticipates" or "believes" or variations (including negative variations) of
such words and phrases or may be identified by statements to the effect that
certain actions "may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. Forward looking statements involve known and unknown
risks, uncertainties and other factors, which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by the forward
looking statements. A number of factors could cause actual events or results to
differ materially from the results discussed in various factors, which may cause
actual results to differ materially from any forward looking statement,
including, without limitation, adverse fluctuations in the prices of the primary
commodities that drive the Company's royalty revenue adverse fluctuations in the
value of the Canadian and Chinese currency, and any other currency in which the
Company conducts business, changes in national and local government legislation,
including taxation policies, regulations and political or economic developments
in any of the countries where the company holds interests, influence of
macroeconomic developments, business opportunities that become available to or
are pursued by us, reduced access to debt and equity capital, litigation, title
disputes related to our interests or any of the properties underlying the
Royalty Portfolio, operating or technical difficulties on any of the properties
underlying the Royalty Portfolio, risks and hazards associated with the business
of development and mining on any of the properties underlying the Royalty
Portfolio, including, but not limited. to unusual or unexpected geological
formations, cave-ins, flooding and other natural disasters or civil unrest. The
forward looking statements contained in this MD&A are based upon assumptions
management believes to be reasonable, including, without limitation, the ongoing
operation of the properties underlying the Royalty Portfolio by the owners or
operators of such properties in a manner consistent with past practice, the
accuracy of public statements and disclosures made by the owners or operators of
such underlying properties, no material adverse change in the market price of
the commodities that underlie the Royalty Portfolio, and any other factors that
cause actions, events or results to differ from those anticipated, estimated or
intended. However, there can be no assurance that forward looking statements
will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements.
The Company cannot assure investors that actual results will be consistent with
these forward looking statements and readers are cautioned that forward-looking
statements are not guarantees of future performance. Accordingly, readers should
not place undue reliance on forward looking statements due to the inherent
uncertainty therein. The forward looking statements herein are made as of the
date of this MD&A only and the Company does not assume any obligation to update
or revise them to reflect new information, estimates or opinions, future events
or results or otherwise, except as required by applicable law.
DESCRIPTION OF BUSINESS
Nature of Business
CIC Mining Resources Ltd. (the "Company") is a public company incorporated on
June 20, 2003 under the Canada Business Corporations Act listed on the Canadian
National Stock Exchange (RRR). On November 1, 2010 the Company also dual listed
on the AIM Market of the London Stock Exchange (CICR).
The Company is a consulting and advisory company, operating primarily in the
mining and energy infrastructure sectors. The Company seeks to provide
consulting and advisory services to entities operating at various stages of
resource development, and the exclusive right to control the public listing
process of any client company if the client company is an unlisted company.
Mining and energy infrastructure companies or projects will include those
involved in the exploration for, and extraction of, base metals, precious
metals, bulk commodities, thermal and metallurgical coals, industrial metals,
hydrocarbons, renewables and new technologies, including single-asset as well as
diversified natural resources companies.
The core services provided by CIC Mining Resources are: the Advisory Service
which provides a range of technical, project management, strategic and
commercial services; the Strategic Investment Service which helps companies
source investment from industry partners for which the Company will typically
receive an equity interest; and Advice on Listings where the Company helps the
client realise value by listing on a Stock Exchange. www.cicresources.com
The management and directors are significant shareholders, and are dedicated to
the sustainable maximization of our share price, holding more than 87.00% of the
common shares as of October 31, 2010.
FINANCIAL RESULTS
Summary of Quarterly Results
The following table sets out selected un-audited quarterly financial information
of the Company and is derived from the un-audited quarterly financial statements
prepared by management. The Company's interim financial statements are prepared
in accordance with Canadian generally accepted accounting principles.
----------------------------------------------------------------------------
Oct 31, July 31, April 30, Jan 31,
2010 2010 2010 2010
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Revenues - - - -
Net profit (loss) (319,661) (131,589) (242,676) (2,282,194)
Basic & diluted loss per share 0.00 (0.00) (0.00) (0.02)
----------------------------------------------------------------------------
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Oct 31, July 31, April 30, Jan 31,
2009 2009 2009 2009
----------------------------------------------------------------------------
Revenues - - - 67,032
Net profit (loss) (623,548) (202,457) (704,359) 376,555
Basic & diluted loss per share (0.00) (0.00) (0.03) 0.00
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Variances in net income and loss by quarter in 2010 and 2009 reflect overall
corporate activity and factors which do not recur each quarter, such as the
fluctuating of foreign exchange rate.
During the quarter ended October 31, 2010:
The net loss for the quarter was $(319,661) versus a $(623,548) for the same
quarter last year. The lower operating costs were attributed to:
(i) an internal focus of supporting a secondary listing on AIM Market of the
London Stock Exchange;
(ii) completion of de-risking projects that will form foundation business for
key business streams in Logistics, Precious Metals, Energy and Iron Ore; and
(iii) reduction of business development activities.
Changes in the quarter:
Amortization expense of $2,809 versus $118,134 in the same quarter last year. Q3
amortization expense is now normal verses an accounting adjustment in the same
quarter last year.
Investor relations were $ Nil in this quarter versus $Nil in the same quarter
last year. Investor Relations is expected to increase substantially after a
secondary listing on AIM Market of the London Stock Exchange.
Management fee was $75,000 in this quarter versus $150,000 in the same quarter
last year and remains relatively unchanged from quarter to quarter save last
years accounting adjustment in that quarter.
Office and miscellaneous expenses was $170,364 in this quarter versus $58,047 in
the same quarter last year due to internal activities for secondary listing.
Professional fees were $183,870 in this quarter versus 164,800 in the same
quarter last year. This is expected to increase substantially in the future
quarters in relation to appointment of consultants to support the Company's
secondary listing.
Rental was $44,900 in this quarter versus $134,595 in the same quarter last
year. The reduction due to the lease in China Resources Building was not
continued. This is expected to increase when new office is constructed.
Salaries were $69,951 in this quarter versus $34,671 in the same quarter last
year. The Salaries reflected payments made to reduce accrued fringe benefit
liabilities.
Stock option compensation was Nil in this quarter versus Nil in the same quarter
last year.
Travel & promotion, meals was $2,800 in this quarter versus $460 in the same
quarter last year.
LIQUIDITY
Since incorporation in June 2003, the Company's capital resources have been
limited. The Company had to rely upon the sale of equity securities to pay it's
for capital acquisitions, exploration and development, and administration.
Directors and Management are making significant loans at no interest and have
informed the Company that in 2009 following the completion of the audit to
convert such loans to shares with warrants.
The Company has no producing properties.
The Company's financial instruments as of October 31, 2010 consisted of cash,
amounts receivable, accounts payable and accrual liabilities. As at October 31,
2010, the Company's cash totaled $2,421 compared to $(1,917) as at October 31,
2009. The Company has a working capital of $(30,922,762) as of October 31, 2010
compared to a working capital deficiency $(28,820,039) as of October 31, 2009.
As of October 31, 2010, the Company had 5,062,500 options exercisable, which if
exercised, the Company's available cash would increase by $1,620,000.
CAPITAL RESOURCES
The Company generates its income from service fee, royalty income and shares in
public companies holding mine company interest purchased by way of the Company.
There can be no assurance that funds will be available to the Company in the
amount required at any particular time or for any particular period or, if
available, that it can be obtained on terms satisfactory to the Company.
FINANCING
The Company shareholders include leading Chinese mine owners with significant
cash reserves and have provided funding if needed by the Company. Further the
Companies hold shares in other public companies and are freely tradable. It is
from these securities that the company will primarily finance itself.
The Company has no exclusive agreement with any Securities Company and will not
in the future enter into any such agreements.
SHARE DATA
CIC Mining Resources Ltd. authorized capital consists of an unlimited number of
common shares without par value and an unlimited number of preferred shares
without par value. As at October 31, 2010, the Company has 144,807,492 common
shares issued and outstanding, 5,175,000 stock options and 34,762,170 warrants
outstanding.
The following is the summary of outstanding shares, stock options and warrants:
----------------------------------------------------------------------------
October 31, October 31,
2010 2009
----------------------------------------------------------------------------
Common shares 144,807,492 144,807,492
Warrants 34,762,170 52,244,715
Options 5,175,000 5,175,000
----------------------------------------------------------------------------
Escrow:
At October 31, 2010 18,000,000 (January 31, 2010: 18,000,000) common shares were
held in escrow.
Under the terms of the escrow agreement dated July 2005, 40,000,000 common
shares were placed in escrow to be released over a period of three years, with
10% of the escrow shares being released immediately and 15% of the remaining
escrow shares to be released every six months thereafter. According to the
escrow agreement, escrowed securities that have not been released from escrow
will be cancelled and returned to treasury if the requisite approvals of the
transfer of the 90% interest in the Golden Harvest property (formerly Tao Jin
property) to the Company are not obtained from the applicable government
agencies in the People's Republic of China and a legal opinion to that effect
has not been delivered to the Company by July 5, 2008. The remaining shares held
in escrow were to be cancelled as the terms of release were not met.
The escrow shares were cancelled in October 2010.
RESOURCE PROPERTIES
SL MINERALS LIMITED
Under a trust agreement, the Company owns 48% of the issued capital of SL
Minerals Limited. SL Minerals Limited is an early stage private exploration
company with mineral rights in Sierra Leone.
As consideration for the shares, the Company has agreed to provide SL Minerals
Limited with certain consultancy services. At 31 October 2010, the Company had
not fully provided these services to SL Minerals Limited. Due diligence
conducted by the Company covers issues relating to mineral titles held by SL
Minerals Limited not being renewed and any prior shareholder rights. The Company
has decided to limit is services until title is properly confirmed by legal
opinion as covered in the agreement between the parties.
Since the Company did not pay consideration to acquire the shares in SL Minerals
Limited, no value was ascribed to the investment.
MATERIAL CHANGES
The Company changed the nature of its business from an exploration company to an
advisory and investment Company in September 2007. This capitalized on the
extensive mining company relationships the Company hold and the establishment
over two years of a Company head quarters in Beijing China.
OTHER POSSIBLE IMPACTS
The Company is monitoring new regulations, policies and laws that change the way
it operates commercially. The Company will ensure that all its operations are
bound by a domestic registered company. Changes to foreign currency import and
export will remain a problem due to Chinese government restriction. In
particular, the transfer of money from China to Canada is very difficult under
the current Company organization.
New Chinese government policy on foreign mining, exploration and processing is
came into effect in respect to foreign mine companies on December 1, 2007.
The Company operates two companies in China:
a. China CIC Mining Resources Ltd. Beijing Company which is a foreign
enterprise
b. Top Ten Mining Investment Limited, a domestic Chinese enterprise.
The Company has established its head office in China and in future intends to
operate as a Chinese company that is listed on overseas stock exchanges. Foreign
enterprise restrictions will not apply.
Effects on Cash Flows
Over the next fiscal year the Company will need to sell securities in other
public companies, sell investment asset and loans to fund its operations to
maintain investment operations.
OFF-BALANCE SHEET ARRANGEMENTS
None.
TRANSACTIONS WITH RELATED PARTIES
The Company incurred the following expenses with companies related by way of
officers in common and with a company with whom a director is associated. These
costs were measured at the amounts agreed upon by the parties.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Nine months ended
October 31
2010 2009
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Management fees 225,000 224,088
Professional fees - legal and interest 183,870 234,592
----------------------------------------------------------------------------
----------------------------------------------------------------------------
$ 408,870 $ 458,680
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The outstanding balances are non-interest bearing, unsecured and have no fixed
terms of repayment.
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
Fair Value of Financial Instruments
The Company's financial instruments include cash, marketable securities,
accounts payable, and loan payable. The carrying value of these instruments
approximate their fair values due to the relatively short periods of maturity of
these instruments.
DISCLOSURE CONTROLS AND PROCEDURES
The Company's Chief Financial Officer and Chief Executive Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures ("the Procedures") which provide reasonable
assurance that information required to be disclosed by the Company under
provincial or territorial securities legislation (the "Required Filings") is
reported within the time periods specified. Without limitation, the Procedures
are designed to ensure that material information relating to the Company is
accumulated and communicated to management, including its Certifying Officers,
as appropriate to allow for timely decisions regarding the Required Filings.
The Company's Certifying Officers are also responsible for establishing and
maintaining internal controls over financial reporting ("Internal Controls") and
have designed such Internal Controls, or caused it to be designed under their
supervision, which provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with the Company's GAAP.
Based upon the results of that evaluation, principal executive officer and our
principal financial officer have concluded that, as of the end of the fiscal
year covered by this annual report, our company's disclosure controls and
procedures were not completely effective; however, given significant management
oversight, provides reasonable assurance that material information related to
our company and our subsidiary is recorded, processed and reported in a timely
manner.
There were no changes to our company's internal controls or in other factors
that could materially affect these controls during the year ended July 31, 2010,
including any significant deficiencies or material weaknesses of internal
controls that would require corrective action.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statement in conformity with Canadian generally
accepted accounting principles requires the Company to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported periods. Significant estimates and assumptions are
used in determining the application of the going concern concept, assumptions
used to determine the fair value of stock-based compensation and the
determination of future income taxes. The Company evaluates its estimates on an
ongoing basis and bases them on various assumptions that are believed to be
reasonable under the circumstances. The Company's estimates form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
The Company believes the policies for going concern, stock based compensation,
and future income taxes are critical accounting policies which involve
significant judgments and estimates used in the preparation of the Company's
financial statements.
The Company believes that it has the ability to obtain the necessary financing
to meet commitments and liabilities as they become payable.
The Company uses the Black-Scholes option pricing method to determine the fair
value of stock-based compensation recognized. Estimates and assumptions are
required under the model, including those related to the Company's stock
volatility, expected life of options granted, and the risk free interest rate.
The Company believes that its estimates used in arriving at stock-based
compensation are reasonable under the circumstances.
CHANGES IN ACCOUNTING POLICY REGARDING FOREIGN CURRENCY TRANSLATION
The Company's functional currency is the Canadian dollar. The functional
currency of the Company's wholly-owned subsidiaries, CICMR and Top Ten is the
PRC Renminbi ("RMB"). On February 1, 2008 the Company changed its foreign
currency translation policy from the temporal to the current rate translation
method because the primary business focus of the company had changed and there
were significant changes to the facts and circumstances primarily affecting the
Company's foreign exchange exposure. Prior to February 1, 2008 the Company
considered itself to be an exploration stage resource company focused on
acquiring and exploring mineral properties in PRC, and was considered to be
dependent on financing from outside PRC to sustain its exploration activities.
Effective February 1, 2008, the Company changed its primary focus to being a
consultant and facilitator for the negotiation, development, promotion and
financing of PRC resource projects in exchange for fees. As a result, the
majority of the Company's activities are not only carried out in PRC but it also
receives consideration from its PRC clients in the form of cash, equity
participation, royalty participation, or other rights, and it is no longer
dependent on its Canadian operation for financial backing. In addition, the
majority of the Company's costs of operations are primarily local PRC costs and
the majority of its consulting services are performed in PRC. Accordingly,
management considers these PRC operations to be self-sustaining foreign
operations and accordingly, the financial statements of CICMR and Top Ten are
translated into Canadian dollars using the current rate method, as follows:
i) Assets and liabilities, at the rate of exchange in effect as at the balance
sheet date;
ii) Revenues and expenses items (including amortization), at the rate of
exchange in effect on the dates n which such items are recognized in income
during the period.
Exchange gains and losses arising from the translation of the financial
statements are recognized in a separate component of other comprehensive income.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Effective February 1, 2008, the Company adopted the following accounting
standards updates issued by the Canadian Institute of Chartered Accountants
("CICA").
Capital Disclosures - CICA Section 1535
This new pronouncement establishes standards for disclosing information about an
entity's capital and how it is managed. Section 1535 also requires the
disclosure of any externally-imposed capital requirements, whether the entity
has complied with them, and if not, the consequences.
Financial Instruments Disclosures and Presentation - CICA Sections 3862 & 3863
These new Sections 3862 (on disclosures) and 3863 (on presentation) replace
Section 3861, revising and enhancing its disclosure requirements, and carrying
forward unchanged its presentation requirements. Section 3862 complements the
principles recognizing measuring and presenting financial assets and financial
liabilities in Financial Instruments. Section 3863 deals with the classification
of financial instruments, from the perspective of the issuer, between
liabilities and equity, the classification of related interest, dividends,
losses and gains, and the circumstances in which financial assets and financial
liabilities are offset.
General Standards of Financial Statement Presentation - CICA Section 1400
The CICA accounting standards board amended Section 1400 to include requirements
for management to assess and disclose an entity's ability to continue as a going
concern. This section applies to interim and annual financial statements
relating to fiscal years beginning on or after January 1, 2008.
Business Combinations - CICA Section 1582
In January 2009, the CICA issued Section 1582, Business Combinations, which
replaces former guidance on business combinations. Section 1582 establishes
principles and requirements of the acquisition method for business combination
and related disclosures. The Section applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after January 2011 with earlier
adoption permitted. The Corporation is currently evaluating the impact of this
standard on the consolidated financial statements.
Consolidation and Non-Controlling Interests - CICA Section 1601
In January 2009, the CICA issued Section 1601, Consolidated Financial
Statements, and 1602, Non-controlling interests, which replaces existing
guidance. Section 1602 provides guidance on accounting for a non-controlling
interest in a subsidiary in consolidated financial statements subsequent to a
business combination. These standards are effective on or after the beginning of
the first annual reporting period on or after January 2011 with earlier adoption
permitted. The Corporation is currently evaluating the impact of this standard
on the consolidated financial statements.
Goodwill and Intangible Assets - CICA Section 3064
In February 2008, the CICA issued Section 3064 which replaces Section 3062,
"Goodwill and Other Intangible Assets". This new standard provides guidance on
the recognition, measurement, presentation and disclosure of goodwill and
intangible assets. Concurrent with the adoption of this standard, EIC 27,
Revenue and Expenditures in the Pre-Operating Period"' will be withdrawn.
INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS")
In February 2008 the Canadian Accounting Standards Board announced 2011 as the
changeover date for publicly-listed companies to use IFRS, replacing Canada's
own generally accepted accounting principles. The specific implementation is set
for interim and annual financial statements relating to fiscal years beginning
on or after January 1, 2011. The transition date of January 1, 2011 will require
restatement for comparative purposes of amounts reported by the Company for the
year ended December 31, 2010. The Company expects to adopt IFRS effective the
year ending December 31, 2011. The change in accounting polices may have a
material effect on Chesapeake's financial results and disclosures.
RISKS AND UNCERTAINTIES
Liquidity Risk
The Company manages liquidity risk by maintaining adequate cash balance. The
Company continuously monitors and reviews both actual and forecasted cash flows,
and also matches the maturity profile of financial assets and liabilities.
Country Risk
The principle business of the Company is in China. The Company is subject to the
political risks and economic considerations of operating in China.
Currency Risk
By virtue of its international operations, the Company incurs costs and expenses
in foreign currencies other than the Canadian dollar. The exchange rates
covering such currencies, including the RMB, are subject to fluctuation which
gives rise to foreign currency exposure, either favorable or unfavorable. The
Company does not hedge the RMB against its functional currencies.
CONTINGENCIES
a. The Company has been named as a defendant in an action which claims
that, among other things, CIC Resources Limited and Stuart Bromley, the
vendors of the Golden Harvest Property, do not own or have an interest
in the Golden Harvest property and thereby cannot sell them to the
Company. Management is of the opinion that this claim is without merit
and intends to vigorously defend the action. The amount of potential
loss, if any, from this claim is indeterminable.
APPROVAL
The Board of Directors of CIC Mining Resources Ltd. has approved the disclosure
contained in this MD&A. A copy of this MD&A will be provided to anyone who
requests it and can be obtained along with additional information, on the
Company's website at www.cicresources.com or through the SEDAR website at
www.sedar.com.
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