Nevada
|
98-0425310
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
Jiron Caracas 2226, Jesús María, Lima,
Peru
|
||
(Address
of principal executive
offices) (Zip
Code)
|
||
Registrant’s
telephone, including area code: +(51 1) 989
184706
|
Common Stock, $0.00001 par
value
|
Not Applicable
|
(Title
of class)
|
(Name
of each exchange on which
registered)
|
Page
|
|
Item
1. Business.
|
4
|
Item
1A. Risk
Factors.
|
10
|
Item
1B. Unresolved
Staff Comments.
|
17
|
Item
2. Properties.
|
17
|
Item
3. Legal Proceedings.
|
24
|
24
|
PART
II
|
25
|
|
Item
6. Selected Financial Data.
|
27
|
27
|
|
32
|
|
32
|
|
32
|
|
Item
9A. Controls and
Procedures.
|
32
|
Item
9B. Other
Information.
|
34
|
PART
III
|
35
|
||
Item
11. Executive Compensation.
|
37
|
|
42
|
||
42
|
||
43
|
PART
IV
|
·
|
Category
I projects: Mining exploration activities that comprise
any of the following: (i) a maximum of twenty drilling
platforms; (ii) a disturbed area of less than ten hectares considering
drilling platforms, trenches, auxiliary facilities and access means; and,
(iii) the construction of tunnels with a total maximum length of fifty
meters. Holders of these projects must submit an Environmental
Impact Statement (“EIS”) before the MEM, which in principle, is subject to
automatic approval upon its filing, and subject to subsequent (ex post)
review by the latter. Nevertheless, in any of the following
cases, the project shall not be subject to automatic approval and shall
necessarily obtain an express prior approval by MEM, which should be
granted, in principle, within a term of two months since filing the EIS:
(i) the project is located in a protected natural area or its buffer zone;
(ii) the project is oriented to determining the existence of radioactive
minerals; (iii) the platforms, drill holes, trenches, tunnels or other
components would be located within certain specially environmental
sensitive areas specified in the applicable regulations (e.g., glaciers,
springs, water wells, groundwater wells, protection lands, primary woods,
etc.); (iv) the project covers areas where mining environmental
contingencies or non-environmental rehabilitated previous mining works,
already exist
|
·
|
Category
II projects: Mining exploration activities that comprise
any of the following: (i) more than twenty drilling platforms; (ii) a
disturbed area of more than ten hectares considering drilling plants,
trenches, auxiliary facilities and access means; and, (iii) the
construction of tunnels over a total length of fifty
meters. These projects require an authorization that are
typically granted once the semi-detailed Environmental Impact Assessment
(EIA) is approved by the MEM. In general, such authorization
should be complete within approximately four
months.
|
Bowl
concentrators -
|
A
device for removing gold from black sand concentrates.
|
Churn
drills -
|
A
large drilling machine that bores large diameter holes in the ground. In
mining, churn drills are used to drill into the soft carbonate rocks of
lead and zinc hosted regions to extract bulk samples of the
ore.
|
Convergent
plate boundaries -
|
The
point at which the seismic plates of the earth’s crust are destroyed and
recycled back into the interior of the earth as one plate dives under
another.
|
Drill-collar
positions -
|
Points
at which the drill collar is tightened or loosened to control the amount
of force applied to the bit, used to carefully monitor the surface weight
measured while the bit is just off the bottom of the
wellbore.
|
Eocene-aged
tectonism -
|
Movement
of the seismic plates of the Earth during the Eocene
period.
|
Fluvial
transport -
|
The
movement of sediment and minerals by water.
|
Fold-belt
of anticlines -
|
A
fold or wrinkle in the earth’s surface that is convex up and has its
oldest beds at its core.
|
Glacio-fluvial
-
|
Pertaining
to streams fed by melting glaciers, or to the deposits and landforms
produced by such streams.
|
Gravel-bedrock
contact -
|
Contact
with the layer of earth’s surface defined as where gravel gives way to
bedrock.
|
Jig
-
|
A
piece of milling equipment used to concentrate ore on a screen submerged
in water, either by the reciprocating motion of the screen or by the
pulsation of water through it.
|
Metallurgical
-
|
Extraction
of metal from ore.
|
Mineral
-
|
A
naturally occurring homogeneous substance having definite physical
properties and chemical composition and, if formed under favorable
conditions, a definite crystal form.
|
Mineral
Reserve -
|
That
part of a mineral deposit which could be economically and legally
extracted or produced at the time of the reserve
determination.
|
Miocene
-
|
A
geological epoch of the Neogene period and extends from about 23.03 to
5.33 million years before the present
|
Moraine
-
|
Any
glacially formed accumulation of unconsolidated glacial debris (soil and
rock) which can occur in currently glaciated and formerly glaciated
regions, such as those areas acted upon by a past ice
age.
|
Pliocene
-
|
A
period in the geologic timescale that extends from 5.332 million to 1.806
million years before present.
|
Reverse
circulation drilling (Becker)
|
Heavy
duty percussive drill used for drilling in alluvial and glacial
terrains.
|
Scout
drilling
|
Used
to find and delineate targets for more defined
drilling.
|
Sedimentary
features
|
Features
that were part of the sediments when they were
deposited
|
Tertiary
|
A
geologic period 65 million to 1.8 million years ago
|
Tills
|
Areas
of unstratified soil deposited by a glacier; consisting of sand and clay
and gravel and boulders mixed together within a matrix of a fine powdery
material.
|
zone
of deposition
|
The
area at the end of a glacier or river where deposits of sediment
occur.
|
Name
|
Area
(ha)
|
Code
|
Title
Nº
|
Owner
|
Bianka
1
|
1000
|
01-03905-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Bianka
2
|
1000
|
01-03878-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Bianka
3
|
900
|
01-03879-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Bianka
4
|
1000
|
01-03883-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Bianka
6
|
1000
|
01-03881-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Bianka
7
|
1000
|
01-03888-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dalma
1
|
1000
|
01-03859-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dalma
2
|
1000
|
01-03863-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dalma
3
|
1000
|
01-03857-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dalma
4
|
800
|
01-03865-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dalma
5
|
500
|
01-03866-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dorotea
1
|
1000
|
01-03909-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dorotea
2
|
900
|
01-03906-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dorotea
3
|
1000
|
01-03904-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dorotea
4
|
800
|
01-03908-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dorotea
5
|
1000
|
01-03910-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dorotea
6
|
1000
|
01-03901-08
|
00074599
|
Rio
Santiago Minerales SAC
|
Dorotea
7
|
1000
|
01-03899-08
|
00074599
|
Rio
Santiago Minerales SAC
|
·
|
Payment
of $250,000 to Temasek on the date the Temasek Option Agreement is
executed;
|
·
|
Issuance
of 2,500,000 shares of Common Stock to Temasek within five business days
from the Effective Date; and
|
·
|
Payment
of an additional amount of $250,000 to Temasek within ninety days of the
Effective Date.
|
·
|
Payment
of an additional amount of $750,000 to Temasek,
and
|
·
|
Issuance
of 3,500,000 additional shares of Common Stock to
Temasek.
|
·
|
Payment
of an additional amount $1,250,000 to Temasek,
and
|
·
|
Issuance
of 4,500,000 additional shares of Common Stock to
Temasek.
|
·
|
Payment
of an additional amount $2,500,000 to Temasek,
and
|
·
|
Issuance
of 5,500,000 additional shares of Common Stock to
Temasek.
|
Activity
|
USD 000s
|
|||
MINERAL
PROPERTY COSTS:
|
||||
Annual
Fee
|
50 | |||
Surface
Rights Access
|
15 | |||
EXPLORATION
|
||||
Mapping
|
45 | |||
Geophysics
- Seismic
|
130 | |||
DRILLING
|
||||
Churn
Drilling
|
500 | |||
TECHNICAL
SERVICES
|
||||
Consultants
|
180 | |||
Personnel
|
230 | |||
CAMP
AND FIELD EXPENSES
|
||||
Camp
|
180 | |||
Field
|
150 | |||
TRANSPORT
AND LOGISTICS
|
||||
Air
Transport
|
180 | |||
Water
Transport
|
80 | |||
Ground
Transport
|
50 | |||
EQUIPMENT
& PERMITTING
|
110 | |||
COMMUNITY
OUTREACH
|
50 | |||
ADMINISTRATION
|
150 | |||
TOTAL
|
2,100 |
Fiscal Year Ended December 31,
2008
|
||
Fiscal Quarter Ended: |
High Bid
|
Low Bid
|
March
31, 2008
|
$0.199
|
$0.041
|
June
30, 2008
|
$0.95
|
$0.045
|
September
30, 2008
|
$0.70
|
$0.20
|
December
31, 2008
|
$0.55
|
$0.15
|
Fiscal Year Ended December 31,
2007
|
||
Fiscal Quarter Ended: |
High Bid
|
Low Bid
|
March
31, 2007
|
$1.75
|
$1.04
|
June
30, 2007
|
$1.75
|
$0.35
|
September
30, 2007
|
$0.70
|
$0.25
|
December
31, 2007
|
$0.40
|
$0.15
|
Plan
category
|
|
Number of securities to
be
issued
upon exercise of
outstanding
options,
warrants
and rights
(a)
|
|
Weighted-average
exercise
price
of outstanding options,
warrants
and rights
(b)
|
|
Number
of securities
remaining available
for
future
issuance under
equity
compensation plans
(excluding
securities
reflected
in column (a))
(c)
|
|
Equity
compensation
plans
approved by
stockholders
|
|
-
|
|
-
|
|
-
|
|
Equity
compensation
plans
not approved by
stockholders
1
|
|
-
|
|
-
|
|
485,000
|
|
Total
|
|
-
|
|
-
|
|
485,000
|
·
|
Monetary
assets and liabilities are translated at the year-end exchange
rate.
|
·
|
Non-monetary
assets are translated at the rate of exchange in effect at their
acquisition, unless such assets are carried at market or nominal value, in
which case they are translated at the year-end exchange
rate.
|
·
|
Revenue
and expense items are translated at the average exchange rate for the
year. Foreign exchange gains and losses in the year are
included in operations.
|
·
|
Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
|
·
|
Provide
reasonable assurance that the transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of
management and directors of the Company;
and
|
·
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial
statements.
|
Name
|
Age
|
Position
|
Served
Since
|
Hector
Ponte
|
62
|
Chief
Executive Officer, Principal Executive Officer, Director
|
2008
|
Robert
Van Tassell
|
72
|
Director
|
2006
|
David
Kerr
|
45
|
Director
|
2008
|
David
Grant
|
57
|
Director
|
2008
|
Carlos
Stocker
|
42
|
Chief
Financial Officer, Principal Accounting Officer, Secretary,
Treasurer
|
2008
|
John
Keenan
|
60
|
Vice
President of Exploration
|
2008
|
·
|
Reviewed
and discussed the audited financial statements with management,
and
|
·
|
Reviewed
and discussed the written disclosures and the letter from our independent
auditors on the matters relating to the auditor's
independence.
|
Name
(a)
|
Year
|
Salary
($)
(1)
|
Bonus
($)
(1)
|
Stock
Awards
($)
(2)
|
Option
Awards
($)
(2)
|
All
Other
Compensation
($)
(3)
|
Total
($)
|
Hector
Ponte
CEO
and President
|
2008
2007
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
Carlos
Stocker
CFO,
Secretary, Treasurer
|
2008
2007
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
John
Keenan
Vice
President of Exploration
|
2008
2007
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
Kenneth
Phillippe
Former
CFO, Secretary, Treasurer
(4)
|
2008
2007
|
-
-
|
-
-
|
-
-
|
-
62,500
|
37,830
38,160
|
37,830
100,660
|
Robert
Horn
Former
COO (5)
|
2008
2007
|
-
-
|
-
-
|
-
-
|
-
-
|
15,000
60,000
|
15,000
60,000
|
Peter
Eliel Lofberg
Former
President (6)
|
2008
2007
|
-
-
|
-
-
|
94,048
50,952
|
-
-
|
112,602
176,176
|
206,650
227,128
|
Daniel
Hunter
Former
CEO (7)
|
2008
2007
|
-
-
|
-
-
|
-
-
|
-
312,500
|
126,000
127,200
|
126,000
439,700
|
(1)
|
No
executive officers received any salary or bonus during the fiscal years
ended December 31, 2008 or 2007.
|
(2)
|
Represents
the expense for stock options, as indicated, recognized by the Company in
accordance with Financial Accounting Standard No. 123(R) (“FAS 123(R)”),
which requires that compensation cost relating to share-based awards be
recognized in the financial statements. The cost is measured
based on the fair value of the awards. The values set forth in
this column represent the dollar amounts recognized in accordance with FAS
123(R), disregarding the estimate of forfeitures for service-based vesting
conditions. The expense recognized by the employer in
accordance with FAS 123(R) may differ from the value that will eventually
be realized by the named executive officers, which will be based on the
market value of the common stock at the time of vesting of restricted
shares or at the time of the exercise of stock options. The
named executive officers will realize value in connection with the stock
options only if and to the extent the price of the common stock exceeds
the exercise price of the stock options at such time as the officers
exercise the stock options. The assumptions used to determine
the FAS 123(R) values are described in Note 2 to the Notes to
the Consolidated Financial Statements of Amazon Goldsands
Ltd. No stock or option awards were granted to named executive
officers in 2008.
|
(3)
|
The
amounts listed under the Column entitled “All Other Compensation” in the
“Summary Compensation Table” related to consulting fees paid during
2008.
|
(4)
|
Mr.
Phillippe served as our Treasurer, Chief Financial Officer and Secretary
from October 25, 2006 until his resignation on September 18,
2008.
|
(5)
|
Mr.
Horn served as our Chief Operating Officer from August 21, 2007 until his
resignation on March 27, 2008.
|
(6)
|
Mr.
Lofberg served as our President from November 27, 2006 until his
resignation from this position on May 21,
2008.
|
(7)
|
Mr.
Hunter served as our Chief Executive Officer from October 25, 2006 until
his resignation from this position on July 24,
2008.
|
Option
Awards
|
|||||
Name
(a)
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)
|
Equity Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d)
|
Option
Exercise
Price
($)
(e)
|
Option
Expiration
Date
(f)
|
Hector
Ponte
CEO
and President
|
-
|
-
|
-
|
-
|
-
|
Carlos
Stocker
CFO,
Secretary, Treasurer
|
-
|
-
|
-
|
-
|
-
|
John
Keenan
Vice
President of Exploration
|
-
|
-
|
-
|
-
|
-
|
Kenneth
Phillippe
Former
CFO, Secretary, Treasurer
|
-
|
-
|
-
|
-
|
-
|
Robert
Horn
Former
COO
|
-
|
-
|
-
|
-
|
-
|
Peter
Eliel Lofberg
Former
President
|
-
|
-
|
-
|
-
|
-
|
Daniel
Hunter
Former
COO
|
-
|
-
|
-
|
-
|
-
|
Name
(a)
|
Fees Earned
Or
Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)(2)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
(3)
|
Total
($)
|
Robert
Van Tassell
|
—
|
94,048
|
—
|
—
|
—
|
11,731
|
105,779
|
David
Kerr
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
David
Grant
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Name
|
Option Awards
|
Stock Awards
|
Number
of Securities Underlying Unexercised Options
(#)
|
Number
of Shares of Restricted Stock that Have Not
Vested (#)
|
|
Robert
Van Tassell
|
0
|
0
|
David
Kerr
|
0
|
0
|
David
Grant
|
0
|
0
|
Amount
and Nature of Beneficial Ownership
|
|||||
Name
and Address of Beneficial Owner(1)
|
Shares
Owned (2)
|
Options
Exercisable
Within
60 Days (3)
|
Percent
of
Class
|
||
Directors
and Executive Officers
|
|||||
Hector
Ponte
|
0
|
-
|
-
|
||
Carlos
Stocker
|
0
|
-
|
-
|
||
John
Keenan
|
0
|
-
|
-
|
||
Robert
Van Tassell
|
5,000
|
-
|
*
|
||
David
Kerr
|
0
|
-
|
-
|
||
David
Grant
|
0
|
-
|
-
|
||
All
current directors and executive officers as a group (six
persons)
|
5,000
|
-
|
*
|
||
More
Than 5% Beneficial Owners
|
|||||
Temasek
Investments Inc.
Suite
1-A, #5
Calle
Eusebio A. Morales
El
Cangrejo, Panama City
Panama
|
2,500,000
|
-
|
59.6%
|
Fiscal
2008
Fees
|
Fiscal
2007
Fees
|
|||||||
Fee
Category
|
||||||||
Audit
Fees
|
$ | 46,467 | $ | 34,860 | ||||
Audit-Related
Fees
|
- | - | ||||||
Tax
Fees
|
- | - | ||||||
All
Other Fees
|
- | - | ||||||
Total
Fees
|
$ | 46,467 | $ | 34,860 |
Index
to Financial Statements
|
Page (s)
|
|||
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|||
Financial
Statements:
|
||||
Consolidated
Balance Sheets - December 31, 2008 and 2007
|
F-2
|
|||
Consolidated
Statements of Operations for the Years Ended December 31, 2008 and
2007 and from Inception on September 5, 1997 to December 31,
2008
|
F-3
|
|||
Consolidated
Statements of Changes in Stockholders’ Equity from Inception on September
5, 1997 to December 31, 2008
|
F-4
|
|||
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2008 and
2007 and from Inception on September 5, 1997 to December 31,
2008
|
F-9
|
|||
Notes
to Consolidated Financial Statements
|
F-11
|
I.
Vellmer Inc.
|
|||||
Chartered
Accountant*
|
|||||
721
– 602 W. Hastings Street
|
|||||
Vancouver,
B.C., V6B 1P2
|
|||||
Tel:
|
604-687-3773
|
||||
Fax:
|
604-687-3778
|
||||
E-mail:
|
vellmer@i-vellmer.ca
|
||||
*denotes
an incorporated professional
|
December
31,
|
||||||||
As
at
|
2008
|
2007
|
||||||
$ | $ | |||||||
ASSETS
|
||||||||
Current
|
||||||||
Cash
and cash equivalents
|
492,903 | 1,957,856 | ||||||
Exploration
program advances
|
- | 87,600 | ||||||
Taxes
recoverable
|
4,394 | 19,226 | ||||||
Prepaid
expenses and deposit
|
1,962 | 5,723 | ||||||
499,259 | 2,070,415 | |||||||
Mineral
property interests (Note 4(i))
|
875,000 | - | ||||||
Property
and equipment, net of accumulated amortization
|
||||||||
(Note
4(ii))
|
25,964 | 35,214 | ||||||
Website
development cost, net of accumulated amortization
|
||||||||
of
$15,833 (December 31, 2007: $4,167)
|
24,167 | 5,833 | ||||||
Total
Assets
|
1,424,390 | 2,111,453 | ||||||
LIABILITIES
|
||||||||
Current
|
||||||||
Accounts
payable and accrued liabilities (Note 5)
|
312,804 | 647,414 | ||||||
Amounts
due to related parties (Note 3)
|
- | 54,365 | ||||||
Total
Liabilities
|
312,804 | 701,779 | ||||||
STOCKHOLDERS’
EQUITY
|
||||||||
Common
stock (Note 6)
|
||||||||
Authorized:
- 200,000,000
common shares, par value $0.00001
- 200,000,000
blank check preferred shares, par value $0.001
Issued
and outstanding:
- 4,191,252
common shares (December 31, 2007: 1,722,502 common
shares)
|
42 | 17 | ||||||
Additional
paid-in capital
|
11,694,408 | 14,314,965 | ||||||
Share
subscriptions received (Note 12)
|
613,583 | - | ||||||
Deferred
stock based compensation (Note 6)
|
- | (725,796 | ) | |||||
(Deficit)
accumulated during the exploration stage
|
(11,196,447 | ) | (12,179,512 | ) | ||||
Total
Stockholders’ Equity
|
1,111,586 | 1,409,674 | ||||||
Total
Liabilities and Stockholders’ Equity
|
1,424,390 | 2,111,453 |
Cumulative
|
|||||||||||||||
From
|
|||||||||||||||
Inception
on
|
|||||||||||||||
September
5,
|
|||||||||||||||
Year
ended
|
1997
to
|
||||||||||||||
December
31,
|
December
31,
|
||||||||||||||
2008
|
2007
|
2008
|
|||||||||||||
GENERAL
AND ADMINISTRATIVE EXPENSES
|
|||||||||||||||
Amortization
– property and equipment
|
$
|
13,777
|
$
|
9,004
|
$
|
23,645
|
|||||||||
Amortization
– website development costs
|
11,667
|
3,334
|
15,834
|
||||||||||||
Bank
charges
|
2,838
|
2,246
|
8,081
|
||||||||||||
Consulting
and management
fees
(recovery) (Note 6)
|
(2,048,882)
|
6,282,962
|
4,560,576
|
||||||||||||
Foreign
exchange (gain) loss
|
(2,412)
|
(1,235)
|
16,346
|
||||||||||||
Investor
communication and promotion
|
251,304
|
262,776
|
557,224
|
||||||||||||
Office
and administrative
|
47,665
|
43,032
|
122,847
|
||||||||||||
Professional
fees
|
211,165
|
161,509
|
436,284
|
||||||||||||
Rent
|
18,806
|
15,438
|
42,416
|
||||||||||||
Telephone
|
19,257
|
30,598
|
54,383
|
||||||||||||
Transfer
agent and filing fees
|
4,984
|
10,778
|
37,242
|
||||||||||||
Travel
and accommodation
|
105,077
|
172,533
|
376,636
|
||||||||||||
Website
maintenance
|
20,000
|
18,000
|
41,000
|
||||||||||||
Mineral
property acquisition and exploration expenditures
|
380,685
|
2,583,124
|
5,043,207
|
||||||||||||
(964,069)
|
9,594,099
|
11,335,721
|
|||||||||||||
OTHER
INCOME AND (EXPENSES)
|
|||||||||||||||
Forgiveness
of debt
|
15,000
|
-
|
39,000
|
||||||||||||
Gain
on sale of oil and gas property
|
-
|
-
|
10,745
|
||||||||||||
Interest
income
|
9,510
|
82,642
|
102,561
|
||||||||||||
Recovery
of expenses
|
-
|
-
|
4,982
|
||||||||||||
Write-down
of incorporation cost
|
-
|
-
|
(12,500)
|
||||||||||||
Write-down
of assets
|
(5,514)
|
(5,514)
|
|||||||||||||
NET
(INCOME) LOSS
|
$
|
(983,065)
|
$
|
9,511,457
|
$
|
11,196,447
|
|||||||||
Net
income (loss) per share
|
$
|
0.39
|
$
|
(
5.40)
|
|||||||||||
Weighted
average shares outstanding
|
2,537,534
|
1,762,782
|
|||||||||||||
See
accompanying Notes to the Consolidated Financial
Statements
|
Common
Shares
|
Stock
Amount
|
Additional
Paid-in
Capital
|
Deferred
Stock
Based
Compensation
|
Deficit
Accumulated
During
The
Exploration
Stage
|
Total
Stockholders’
Equity
(Deficiency)
|
|||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||||||
Balance,
September 5, 1997
|
- | - | - | - | - | - | ||||||||||||||||||
Issuance
of common shares for cash at $0.25 per share on September 28,
1997
|
4,000 | 1 | 999 | - | - | 1,000 | ||||||||||||||||||
Net
loss for the period
|
- | - | - | - | (2,522 | ) | (2,522 | ) | ||||||||||||||||
Balance,
September 30, 1997
|
4,000 | 1 | 999 | - | (2,522 | ) | (1,522 | ) | ||||||||||||||||
Issuance
of common shares on acquisition of oil and gas property in New Zealand at
$25 per share on June 25, 1998
|
400 | - | 10,000 | - | - | 10,000 | ||||||||||||||||||
Issuance
of common shares for cash at $0.25 per share on July 8,
1998
|
4,000 | 1 | 999 | - | - | 1,000 | ||||||||||||||||||
Net
loss for the year
|
- | - | - | - | (1,246 | ) | (1,246 | ) | ||||||||||||||||
Balance,
September 30, 1998
|
8,400 | 2 | 11,998 | - | (3,768 | ) | 8,232 | |||||||||||||||||
Issuance
of common shares for cash at $25 per share on November 20,
1998
|
4,000 | 1 | 99,999 | - | - | 100,000 | ||||||||||||||||||
Repurchase
of common shares for cash at $0.25 per share on November 28,
1998
|
(4,000 | ) | (1 | ) | (999 | ) | - | - | (1,000 | ) | ||||||||||||||
Net
loss for the year
|
- | - | - | - | (9,569 | ) | (9,569 | ) | ||||||||||||||||
Balance,
September 30, 1999
|
8,400 | 1 | 110,999 | - | (13,337 | ) | 97,663 | |||||||||||||||||
Net
loss for the year
|
- | - | - | - | (34,290 | ) | (34,290 | ) | ||||||||||||||||
Balance,
September 30, 2000
|
8,400 | 1 | 110,999 | - | (47,627 | ) | 63,373 |
Common
Shares
|
Stock
Amount
|
Additional
Paid-in
Capital
|
Deferred
Stock
Based
Compensation
|
Deficit
Accumulated
During
The
Exploration
Stage
|
Total
Stockholders’
Equity
(Deficiency)
|
|||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||||||
Balance,
September 30, 2000
(carried
forward)
|
8,400 | 1 | 110,999 | - | (47,627 | ) | 63,373 | |||||||||||||||||
Net
loss for the year
|
- | - | - | - | (14,296 | ) | (14,296 | ) | ||||||||||||||||
Balance,
September 30, 2001
|
8,400 | 1 | 110,999 | - | (61,923 | ) | 49,077 | |||||||||||||||||
Net
income for the year
|
- | - | - | - | 10,954 | 10,954 | ||||||||||||||||||
Balance,
September 30, 2002
|
8,400 | 1 | 110,999 | - | (50,969 | ) | 60,031 | |||||||||||||||||
Net
income for the year
|
- | - | - | - | 2,387 | 2,387 | ||||||||||||||||||
Balance,
September 30, 2003
|
8,400 | 1 | 110,999 | - | (48,582 | ) | 62,418 | |||||||||||||||||
Issuance
of common shares for cash at $1.50 per share and services at $6 per share
on April 2, 2004
|
8,569 | 1 | 62,699 | - | - | 62,700 | ||||||||||||||||||
Donated
capital
|
- | - | 5,000 | - | - | 5,000 | ||||||||||||||||||
Net
loss for the year
|
- | - | - | - | (64,175 | ) | (64,175 | ) | ||||||||||||||||
Balance,
September 30, 2004
|
16,969 | 1 | 178,699 | - | (112,757 | ) | 65,943 | |||||||||||||||||
Donated
capital
|
- | - | 3,000 | - | - | 3,000 | ||||||||||||||||||
Net
loss for the year
|
- | - | - | - | (7,750 | ) | (7,750 | ) | ||||||||||||||||
Balance,
December 31, 2004
|
16,969 | 1 | 181,699 | - | (120,507 | ) | 61,193 |
Common
Shares
|
Stock
Amount
|
Additional
Paid-in
Capital
|
Deferred
Stock
Based
Compensation
|
Deficit
Accumulated
During
The
Exploration
Stage
|
Total
Stockholders’
Equity
(Deficiency)
|
|||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||||||
Balance,
December 31, 2004
(carried
forward)
|
16,969 | 1 | 181,699 | - | (120,507 | ) | 61,193 | |||||||||||||||||
Repurchase of common stock for cash at $ 0.25 per
share
on March 3, 2005
|
(4,000 | ) | (1 | ) | (999 | ) | - | - | (1,000 | ) | ||||||||||||||
Donated
Capital
|
- | - | 8,200 | - | - | 8,200 | ||||||||||||||||||
Net loss for year
|
- | - | - | - | (40,652 | ) | (40,652 | ) | ||||||||||||||||
Balance,
December 31, 2005
|
12,969 | 1 | 188,899 | - | (161,159 | ) | 27,741 | |||||||||||||||||
Issue
of common stock for cash
at $0.125 per share
on
April 7, 2006
|
1,200,000 | 12 | 149,988 | - | - | 150,000 | ||||||||||||||||||
Cancellation
of shares on September 6, 2006
|
(8,467 | ) | (1 | ) | 1 | - | - | - | ||||||||||||||||
Issue
of common stock on purchase of Finmetal Mining Oy
at
a deemed value of $25.60 per share on November 27, 2006
|
50,000 | 1 | 1,279,999 | - | - | 1,280,000 | ||||||||||||||||||
Stock
grant issued as stock based compensation at a deemed
value
of $24.80 per share on November 30, 2006
|
97,500 | 1 | 2,417,999 | (2,321,280 | ) | - | 96,720 | |||||||||||||||||
Issue
of 254,500 common shares for cash at $10 per share and
25,450
common shares as a finder’s fee on December 7, 2006
|
279,950 | 3 | 2,544,997 | - | - | 2,545,000 | ||||||||||||||||||
Net
loss for the year
|
- | - | - | - | (2,506,896 | ) | (2,506,896 | ) | ||||||||||||||||
Balance,
December 31, 2006
|
1,631,952 | 17 | 6,581,883 | (2,321,280 | ) | (2,668,055 | ) | 1,592,565 |
Common
Shares
|
Stock
Amount
|
Additional
Paid-in
Capital
|
Deferred
Stock
Based
Compensation
|
Deficit
Accumulated
During
The
Exploration
Stage
|
Total
Stockholders’
Equity
(Deficiency)
|
|||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||||||
Balance,
December 31, 2006
(carried
forward)
|
1,631,952 | 17 | 6,581,883 | (2,321,280 | ) | (2,668,055 | ) | 1,592,565 | ||||||||||||||||
Issue
of 121,800 common shares for cash at $25 per unit on April 17, 2007, net
of finder’s fees of $312,896
|
121,800 | 1 | 2,732,128 | - | - | 2,732,129 | ||||||||||||||||||
Issue
of 8,358 warrants as a finder’s fee on April 17, 2007 pursuant
to an unit offering
|
- | - | 100,421 | - | - | 100,421 | ||||||||||||||||||
Stock
grant issued as stock based compensation at a deemed value of $29 per
share on April 17, 2007 (Note 6)
|
46,250 | 1 | 1,341,249 | (1,341,250 | ) | - | - | |||||||||||||||||
Issue
of 20,000 common shares as a finder’s fee for mineral interests at a
deemed value of $26.80 on May 4, 2007 (Note 4(i))
|
20,000 | 1 | 535,999 | - | - | 536,000 | ||||||||||||||||||
Stock
based compensation on granting of stock options and stock (Note
6)
|
- | - | 3,023,282 | 2,936,734 | - | 5,960,016 | ||||||||||||||||||
Cancellation
of stock awards (Note 6)
|
(97,500 | ) | (1 | ) | 1 | - | - | - | ||||||||||||||||
Net
loss for the year
|
- | - | - | - | (9,511,457 | ) | (9,511,457 | ) | ||||||||||||||||
Balance,
December 31, 2007
|
1,722,502 | 18 | 14,314,964 | (725,796 | ) | (12,179,512 | ) | 1,409,674 |
Common
Shares
|
Stock
Amount
|
Additional
Paid-in
Capital
|
Deferred
Stock
Based
Compensation
|
Share
subscriptions
received
|
Deficit
Accumulated
During
The
Exploration
Stage
|
Total
Stockholders’
Equity
(Deficiency)
|
||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
Balance,
December 31, 2007
(carried
forward)
|
1,722,502 | 18 | 14,314,964 | (725,796 | ) | - | (12,179,512 | ) | 1,409,674 | |||||||||||||||||||
Stock
based compensation on stock grants (Note 6)
|
- | - | - | 725,796 | - | 725,796 | ||||||||||||||||||||||
Cancellation
of stock awards (Note 6)
|
(31,250 | ) | (1 | ) | 1 | - | - | - | - | |||||||||||||||||||
Forfeiture
of stock options (Note 6)
|
- | (3,245,532 | ) | - | - | - | (3,245,532 | ) | ||||||||||||||||||||
Issuance
of common shares on acquisition of mineral rights in Peru
at $0.25 per share on September 24, 2008
|
2,500,000 | 25 | 624,975 | - | - | - | 625,000 | |||||||||||||||||||||
Share
subscriptions received
|
- | - | - | - | 613,583 | - | 613,583 | |||||||||||||||||||||
Net
income for the period
|
- | - | - | - | 983,065 | 983,065 | ||||||||||||||||||||||
Balance,
December 31, 2008
|
4,191,252 | 42 | 11,694,408 | - | 613,583 | (11,196,447 | ) | 1,111,586 |
Cumulative
from
|
||||||||||||
Inception
(September
5, 1997)
|
||||||||||||
Year
Ended
|
Year Ended
|
To
|
||||||||||
December
31,
|
December
31,
|
December
31,
|
||||||||||
2008
|
2007
|
2008
|
||||||||||
$ | $ | $ | ||||||||||
OPERATING
ACTIVITIES:
|
||||||||||||
Net
income ( loss) from operations
|
983,065 | (9,511,457 | ) | (11,196,447 | ) | |||||||
Items
not requiring cash outlay:
|
||||||||||||
-
Consulting fees
|
- | - | 40,200 | |||||||||
-
Forgiveness of debt
|
- | - | (24,000 | ) | ||||||||
-
Gain on sale of oil and gas property
|
- | - | (10,745 | ) | ||||||||
-
Stock-based compensation
|
(2,519,736 | ) | 5,960,016 | 3,587,000 | ||||||||
-
Amortization of equipment
|
13,777 | 9,004 | 23,645 | |||||||||
-
Amortization of website development cost
|
11,667 | 3,334 | 15,834 | |||||||||
-
Mineral property acquisition
|
- | 536,000 | 1,816,000 | |||||||||
-
Write-down of assets
|
3,940 | - | 3,940 | |||||||||
Cash
provided by (used in) changes in operating
|
||||||||||||
Assets
and liabilities:
|
||||||||||||
- Taxes
recoverable
|
14,832 | (4,981 | ) | (4,394 | ) | |||||||
- Exploration
program advances
|
87,600 | (87,600 | ) | - | ||||||||
- Prepaid
expenses and deposit
|
3,761 | 58,187 | (1,962 | ) | ||||||||
- Accounts
payable and accrued liabilities
|
(334,610 | ) | 590,723 | 312,804 | ||||||||
- Advances
from related parties
|
(54,365 | ) | (39,198 | ) | - | |||||||
Net
cash used in operating activities
|
(1,790,069 | ) | (2,485,972 | ) | (5,438,125 | ) | ||||||
FINANCING
ACTIVITIES:
|
||||||||||||
Share
subscriptions received
|
613,583 | - | 613,583 | |||||||||
Cost
of repurchase of common stock
|
- | - | (1,000 | ) | ||||||||
Proceeds
from issuance of common stock, net
|
- | 2,832,550 | 5,641,250 | |||||||||
Net
cash provided by financing activities
|
613,583 | 2,832,550 | 6,253,833 | |||||||||
INVESTING
ACTIVITIES:
|
||||||||||||
Proceeds
from sale of oil and gas property
|
- | - | 46,200 | |||||||||
Oil
and gas property acquisitions
|
- | - | (2,846 | ) | ||||||||
Oil
and gas exploration
|
- | - | (22,609 | ) | ||||||||
Acquisition
of mineral rights
|
(250,000 | ) | - | (250,000 | ) | |||||||
Purchase
of equipment
|
(8,467 | ) | (37,536 | ) | (53,550 | ) | ||||||
Website
development costs
|
(30,000 | ) | - | (40,000 | ) | |||||||
Net
cash provided used in investing activities
|
(288,467 | ) | (37,536 | ) | (322,805 | ) | ||||||
INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
(1,464,953 | ) | 309,042 | 492,903 | ||||||||
CASH
AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
1,957,856 | 1,648,814 | - | |||||||||
CASH
AND CASH EQUIVALENTS, END OF YEAR
|
$ | 492,903 | $ | 1,957,856 | $ | 492,903 |
Cumulative
from
|
||||||||||||
Inception
(September
5, 1997)
|
||||||||||||
Year
Ended
|
Year
Ended
|
Through
|
||||||||||
December
31,
|
December
31,
|
December
31,
|
||||||||||
2008
|
2007
|
2008
|
||||||||||
$ | $ | $ | ||||||||||
SUPPLEMENTAL
CASH FLOWS INFORMATION
|
||||||||||||
Interest
expense
|
- | - | 1,906 | |||||||||
Foreign
exchange (gain) loss
|
(2,412 | ) | (1,235 | ) | 16,346 | |||||||
SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING AND FINANCING
|
||||||||||||
Purchase
of oil and gas property for consideration of 400 of the Company’s common
shares at $25
|
- | - | 10,000 | |||||||||
Issuance
of 8,476 common shares for services at $6.00 per share on April 2,
2004
|
- | - | 50,000 | |||||||||
Donated
consulting services
|
- | - | 16,200 | |||||||||
On
September 6, 2006, 8,467 shares were cancelled and returned to the
un-issued share capital of the Company by a former
director
|
- | - | (2 | ) | ||||||||
On
November 27, 2006 the Company issued 50,000 shares at a deemed price of
$25.60 per share pursuant to the equity acquisition of 100% of the issued
common shares of FM OY
|
- | - | 1,280,000 | |||||||||
On
November 30, 2006 the Company granted 97,500 restricted shares
at a deemed price of $24.80 per share to officers of the
company
|
- | - | 2,418,000 | |||||||||
On
December 7, 2006, the Company issued 25,450 units at a deemed value of $10
per unit as a finder’s fee related to the private
placement
|
- | - | 254,500 | |||||||||
On
April 17, 2007 the Company issued 8,358 warrants exercisable on or before
April 17, 2008 at an exercise price of $35
|
- | - | 100,421 | |||||||||
On
May 4, 2007 the Company issued 20,000 common shares at a deemed price of
$26.80 per share as a finders’ fee pursuant to the acquisition of mineral
property interests
|
- | - | 536,000 | |||||||||
On
September 24, 2008 the Company issued 2,500,000 common shares at a deemed
price of $0.25 per share pursuant to the acquisition of mineral
rights
|
625,000 | - | 625,000 |
Mineral
property interests
|
Apofas
Properties
|
Magnus
Properties
|
Temasek
Properties
|
Total
|
||||||||||||
$ | $ | $ | $ | |||||||||||||
Balance,
December 31, 2006
|
- | - | - | - | ||||||||||||
Acquisition
costs – fiscal 2007
|
738,275 | 551,274 | - | 1,289,549 | ||||||||||||
Written-off
to operations – fiscal 2007
|
(738,275 | ) | (551,274 | ) | - | (1,289,549 | ) | |||||||||
Balance,
December 31, 2007
|
- | - | - | - | ||||||||||||
Acquisition
costs – fiscal 2008
|
- | 15,201 | 875,000 | 890,201 | ||||||||||||
Written-off
to operations – fiscal 2008
|
- | (15,201 | ) | - | (15,201 | ) | ||||||||||
Balance,
December 31, 2008
|
- | - | 875,000 | 875,000 |
·
|
paying
$250,000 (paid) to Temasek on the date the Agreement is
executed;
|
·
|
issuing
2,500,000 shares (issued) of common stock to Temasek within five (5)
business days from the Effective Date;
and
|
·
|
paying
an additional $250,000 to Temasek within ninety (90) days of the Effective
Date (paid subsequent to year-end).
|
·
|
paying
an additional $750,000 to Temasek,
and
|
·
|
issuing
3,500,000 additional shares of common stock to
Temasek.
|
·
|
paying
an additional $1,250,000 to Temasek,
and
|
·
|
issuing
4,500,000 additional shares of common stock to
Temasek.
|
·
|
paying
an additional $2,500,000 to Temasek,
and
|
·
|
issuing
5,500,000 additional shares of our common stock to
Temasek.
|
As
at December 30, 2008:
|
Cost
$
|
Accumulated
Amortization
$
|
Net
book
Value
$
|
|||||||||
Furniture,
computer and office equipment
|
38,505 | 14,041 | 24,464 | |||||||||
Computer
software
|
8,928 | 7,428 | 1,500 | |||||||||
47,433 | 21,469 | 25,964 |
As
at December 31, 2007:
|
Cost
$
|
Accumulated
Amortization
$
|
Net
book
Value
$
|
|||||||||
Furniture,
computer and office equipment
|
38,291 | 6,041 | 32,250 | |||||||||
Computer
software
|
5,928 | 2,964 | 2,964 | |||||||||
44,219 | 9,005 | 35,214 |
·
|
paid
$291,532 (2007: $321,391) for consulting and management fees and
management salaries to former officers and directors of the
Company
|
·
|
paid
$11,731 for consulting fees to a current director (2007 -
$11,086).
|
·
|
paid
$32,215 to a company controlled by a current officer and director (2007 -
$nil)
|
·
|
paid
$25,486 (2007: $195,695) for consulting fees included in mineral property
acquisition and exploration expenditures, to companies controlled by the
former Vice-President of Exploration and the former
President.
|
Cumulative
|
||||||||||||
from
|
||||||||||||
Inception
|
||||||||||||
Year
|
Year
|
(September
5,
|
||||||||||
Ended
|
Ended
|
1997)
to
|
||||||||||
December
31,
|
December
31,
|
December
31,
|
||||||||||
2008
|
2007
|
2008
|
||||||||||
Statutory
and effective tax rate
|
26% - 34 | % | 26% - 34 | % | ||||||||
$ | $ | $ | ||||||||||
Income taxes recovered at the
|
||||||||||||
statutory and effective tax rate
|
(302,605 | ) | 3,192,550 | 3,719,102 | ||||||||
Less permanent timing differences:
|
||||||||||||
Stock
based compensation
|
856,710 | (2,026,405 | ) | (1,210,080 | ) | |||||||
Donated services
|
- | - | (2,430 | ) | ||||||||
Benefit of tax losses not recognized
in the year
|
(554,106 | ) | (1,166,145 | ) | (2,506,592 | ) | ||||||
Income tax recovery (expense) recognized
in year
|
- | - | - |
December
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
$ | $ | |||||||
Net
operating loss carry forwards
(expiring
2017 - 2028)
|
2,506,592 | 1,952,486 | ||||||
Less: valuation
allowance
|
(2,506,592 | ) | (1,952,486 | ) | ||||
Net
deferred tax assets
|
- | - |
·
|
The
Company is committed for one year, commencing October 1, 2008, for monthly
consulting services in the amount of $10,000 to a party to provide
investor relation services.
|
·
|
The
Company committed for a one year period commencing November 1, 2008, to a
consulting firm for monthly services in the amount of $2,500, for website
maintenance.
|
·
|
The
Company committed for two years, commencing April 1, 2008, for a monthly
consulting services in the amount of $ 5,000 to a party to provide
management services in Europe.
|
·
|
The
Company committed for one year, commencing June 1, 2008 for monthly
consulting services in the amount of $ 10,000 to a party to provide
investor relations services.
|
·
|
The
Company committed for one year, commencing December 1, 2008, for monthly
consulting services at 10% on all costs incurred relating providing
exploration management and mineral property development services for the
Company’s mineral project in Peru, as well as a one time fee of $US125,000
due within 60 days of execution of the agreement
(paid).
|
Signature
and Title
|
|
Date
|
/s/
Hector
Ponte
|
|
April
14, 2009
|
Hector
Ponte, Director and Chief Executive Officer
|
|
|
/s/
Robert Van
Tassell
|
|
April
14, 2009
|
Robert
Van Tassell, Director
|
|
|
/s/
David
Kerr
|
|
April
14, 2009
|
David
Kerr, Director
|
|
|
/s/
David
Grant
|
|
April
14, 2009
|
David
Grant, Director
|
|
|
/s/
Carlos
Stocker
|
|
April
14, 2009
|
Carlos
Stocker, Chief Financial Officer, Secretary, Treasurer
and
Principal Accounting Officer
|
|
Exhibit
Number
|
Description
|
Incorporated by Reference
to:
|
Filed
Herewith
|
2.1
|
Articles
of Merger
|
Exhibit
2.1 to the Company’s Current Report on Form 8-K filed May 27,
2008
|
|
2.2
|
Agreement
and Plan of Merger
|
Exhibit
2.2 to the Company’s Current Report on Form 8-K filed May 27,
2008
|
|
3.1
|
Articles
of Incorporation
|
Exhibit
3.1 to the Company’s Form 10 Registration Statement (SEC File
No. 000-51203)
|
|
3.2
|
Certificate
of Amendment to Articles of Incorporation, evidencing name change to
"FinMetal Mining Ltd."
|
Exhibit
3.3 to the Company’s Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2007.
|
|
3.3
|
Certificate
of Change Pursuant to NRS 78.209
|
Exhibit
3.1 to the Company’s Current Report on Form 8-K filed May 27,
2008
|
|
3.4
|
Amended
and Restated By-laws of the Company
|
Exhibit
10.1 to the Company’s Current Report on Form 8-K filed September 2,
2008
|
|
10.1
|
Stock
Purchase Agreement between the Company and Peter Löfberg, dated November
2, 2006, relating to the acquisition of FinMetal OY
|
Exhibit
10.1 to the Company’s Current Report on Form 8-K filed November 30,
2006
|
|
10.2
|
Letter
Agreement dated January 22, 2007 between the Company and AB Apofas
OY
|
Exhibit
10.1 to the Company’s Current Report on Form 8-K filed January 26,
2007
|
|
10.3
|
Share
Purchase Agreement among the Company, Magnus and the Vendors of Magnus
dated February 6, 2007
|
Exhibit
10.1 to the Company’s Current Report on Form 8-K filed February 12,
2007
|
|
10.4
|
Memorandum
of Understanding between the Company and Magnus Minerals OY dated May 15,
2007 with respect to an intended option and joint venture to explore
certain mineral properties in Finland.
|
Exhibit
10.1 to the Company’s Current Report on Form 8-K filed May 25,
2007
|
|
10.5
|
Mineral
Property Option and Joint Venture Agreement between the Company and Magnus
Minerals Oy, dated June 11, 2007
|
Exhibit
10.1 to the Company’s Current Report on Form 8-K filed June 13,
2007
|
|
10.6
|
Amendment
No. 1 to Option Agreement between Company and Magnus Minerals Oy, dated
December 28, 2007
|
Exhibit
10.1 to the Company’s Current Report on Form 8-K filed January 4,
2008
|
|
10.7
|
Mineral
Right Option Agreement between the Company and Temasek Investments
Inc.
|
Exhibit
10.1 to the Company’s Current Report on Form 8-K filed September 22,
2008
|
|
10.8
|
2007
Stock Incentive Plan.
|
Exhibit
10.6 to the Company’s Annual Report on Form 10KSB for the Year ending
December 31, 2007.
|
Exhibit
Number
|
Description
|
Incorporated by Reference
to:
|
Filed
Herewith
|
14.1
|
Code
of Ethics and Code of Conduct.
|
Exhibit
14.1 to the Company’s Annual Report on Form 10KSB for the Year ending
December 31, 2005.
|
|
21.1
|
X
|
||
24.1
|
X
|
||
31.1
|
X
|
||
31.2
|
X
|
||
32.1
|
X
|
||
32.2
|
X
|