SueHelen
- 09 Jun 2004 23:22
PRICE 10.75-11.50 PENCE.
TRADES OVER 10,000 SHARES ARE DELAYED IN REPORTING BY 1 HOUR...
RNS Number:5760Z
Mano River Resources Inc
09 June 2004
Mano River Resources Inc.
NEWS RELEASE
9 June 2004
No: 2004/10
TSX Venture Exchange (TSX-V) Trading Symbol: MNO
London Stock Exchange (AIM) Trading Symbol: MANA
MANO AND GOLDEN PROSPECT DISCOVER DIAMONDS AND INDICATOR MINERALS IN THEIR
SONFON LICENCES IN SIERRA LEONE
* 5 diamonds weighing 0.841 carats from a 250kg sample in new diamond area
* Diamond inclusion chrome spinels and kimberlitic ilmenites recovered
* Potential new diamondiferous kimberlite cluster in Sierra Leone targeted
Mano River Resources Inc. ("Mano" or the "Company") announces the discovery of
diamonds and indicator minerals from within the Sonfon joint venture licence
package in Sierra Leone, West Africa.
Mano's CEO, Dr Tom Elder comments: "We are excited about the discovery of both
diamonds and indicator minerals in the Sonfon licences. Reconnaissance work has
confirmed the presence of commercial sized diamonds and with the recovery of
kimberlite indicator minerals, the Company is perhaps on track to discover a new
diamond-bearing kimberlite cluster in Sierra Leone."
The Sonfon licences are also currently the subject of a non-diamond Joint
Venture with Golden Star Resources Ltd, which focuses on a 3km long by 300m wide
gold in soil anomaly defined by Mano and from which initial trenching by Mano
has returned a best intersect of 7.3m@7.4g/t (see http://www.manoriver.com/mano/
investor/nr/nr0305_17feb.pdf)
Programme results
The Sonfon licences are located in the centre of Sierra Leone and as such are at
the heart of the West African Craton. Mano was aware of historic reports from
local gold miners of the recovery of diamonds in their pans. An initial single
stream sample, weighing approximately 250kg, was collected and processed for
kimberlite indicator minerals. Although the area is heavily weathered and no
indicators were recovered from the sample, it yielded five macrodiamonds that
weighed a total of 0.841 carats. All of the diamonds were recovered in the
coarse size fraction, with two being over 4mm in size.
The diamonds were individually weighed, measured and described by John Gurney's
Laboratory, Mineral Services, in Cape Town (Table 1). One diamond is classified
as a clear white octahedral gemstone weighing 0.315-carats. Two other diamonds
are also classified as white stones and a further two diamonds are described as
brown in colour. The brown stones are characterized by internal cleavages and
inclusions, which implies that they might not have been subjected to significant
transport. On the basis of these results it was decided to undertake
reconnaissance stream sampling throughout the two Sonfon licences.
Some 58 stream samples were collected and processed for kimberlite indicator
minerals. Three samples yielded kimberlitic chrome spinels and a further three
yielded kimberlitic ilmenite. The spinels were submitted for microprobe
analysis, the results of which indicate that they have compositions that plot
within the World Diamond Inclusion Field (as defined by Fipke et. al. 1995). The
recovery of these indicator minerals suggests that kimberlites may be present
within the licences and, furthermore, the chemistry of the chrome spinels,
coupled with the proximity of the five macrodiamonds, implies that any
kimberlites are likely to be diamond-bearing.
The joint venture has undertaken follow-up stream and loam sampling over the two
anomalous areas and these samples have been dispatched to South Africa for
analysis. It is hoped that the results will isolate the source areas, over which
ground geophysics can be focused in the dry season, to identify possible drill
targets.
Mano's Qualified Person responsible for supervising the exploration programme is
Karl Smithson, who holds a B.Sc. (Hons) Degree in Geology from Kingston
University in the UK and is a Fellow of the Institution of Materials, Minerals
and Mining.
Mano's diamond portfolio in Sierra Leone
Mano River has a number of licences in Sierra Leone for both gold and diamonds.
It has discovered an extensive and significantly diamond bearing kimberlite dyke
zone in its Kono diamond field licences. These licences are adjacent to the
Koidu diamond pipe mine of Koidu Holdings, where a 10,000-carat parcel of
diamonds recently sold for $225 per carat. Grades of up to 94 cpht have been
recovered from preliminary mini-bulk sampling of the dykes by Mano and the
feasibility of mining the dykes will be investigated. The Company has a 9,700km2
reconnaissance licence in the south east quadrant of Sierra Leone on which it
has recently signed a US$3.3m joint venture with BHP Billiton for an aggressive
diamond exploration programme.
Kimberley process
Since the implementation of the Kimberley Process Certification scheme, Sierra
Leone has seen its diamond exports for the year 2003 rise to 500,000 carats with
a value of $76million. With the continuing formalization of the diamond mining
industry, and increasing investment in diamond exploration in Sierra Leone, the
diamond production and export volumes are forecast to continue upwards and may
exceed $100million in value for 2004.
About Mano
Mano is a well-funded exploration company focused on the discovery of gold and
diamond deposits in the Archaean terrain of the highly prospective,
under-explored, West African Mano River Union (MRU) countries of Sierra Leone,
Liberia and Guinea. Mano considers the region has the potential to develop into
a world class gold and diamond-mining province. The Company now has over
25,000km2 under licence, close to one million ounces of gold in resource, a
cluster of diamondiferous kimberlite pipes and joint ventures in place with
Golden Star, BHP Billiton and Trans Hex Group which, if they are all fully
exercised, will involve a total of over US$11m in third party expenditure. With
increasing market recognition of the recent positive evolution in the regional
politics, Mano is starting to capitalise on its position as the pre-eminent gold
and diamond explorer in the sub-region.
On behalf of the Board of Mano River Resources Inc.
Tom Elder
President and CEO
For further information on Mano River Resources and its exploration programme,
you are invited to visit the Company's website at www.manoriver.com or contact
one of the following:
Tom Elder President and CEO UK +44 (0) 1235 810 740
Gary Middleton Capital PR UK +44 (0) 7951 603 289
Raz Hussein Controller Canada +1 (604) 689 1700
The TSX Venture Exchange has not reviewed and does not take responsibility for
the adequacy or accuracy of this release
Table 1 - Diamond Descriptions
Sample Screen Weight Form Morphology Colour Intensity Clarity X (mm) Y (mm)
Number Size (Cts)
SOF-1 1000 0.315 B Octahedron White 0 0 4.15 3.15
SOF-1 1000 0.076 B Octahedron White 0 2 2.60 2.40
SOF-1 1000 0.120 B Dodecahedron White 0 3 2.85 2.45
SOF-1 1000 0.259 B Octahedron Brown 1 3 4.00 3.70
SOF-1 1000 0.072 B Octahedron Brown 1 4 3.15 2.50
Forms:
A Equidimensional stone that is equally
developed along all 3 crystallographic axes
and approaching a perfect shape.
B Single crystals that are not equally
developed along all 3 crystal axes and that
may be distorted. Also includes macles and
aggregates. Note: Even very slightly
distorted crystals classify as B.
C Stones that are flat, represent a chip, or
are very thin macles.
Colour Intensity:
0 White stones are automatically set to zero.
1 Colour is visible as a faint hue.
2 The hue is easily visible.
3 The colour is strong.
4 The colour is so strong that it makes the
stone opaque.
Clarity:
0 No inclusions or cleavages and stone is
perfectly clear.
1 <1% - trace cleavages and/or inclusions
present.
2 1-5% - minor cleavages and/or inclusions
present.
3 5-20% - moderate cleavages and/or
inclusions present.
4 20-70% - extensive cleavages and/or
inclusions present.
5 The stone is opaque due to cleavages and/or
inclusions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
Mano River, Golden Prospect find diamonds in Sierra Leone
AFX
Diamonds found by Mano and Golden Star Resources in Sierra Leone..
Mano River Resources Inc and Golden Star Resources Ltd have found diamonds in the Sonfon joint venture licence area in Sierra Leone, West Africa.
'Reconnaissance work has confirmed the presence of commercial sized diamonds and with the recovery of kimberlite indicator minerals, the company is perhaps on track to discover a new diamond-bearing kimberlite cluster in Sierra Leone,' said Mano's chief executive Dr Tom Elder.
Mano recovered five diamonds weighing 0.841 carats from a 250kg sample in new diamond area.
Mano's price rose sharply by 27.7% to 11.5p during this mornings trading.
-------------------------------------------------------------------------------
Tom Elder (President.Tel.: 01235-810-740), Guy Pas (Co-Chairman), Anthony Rhatigan (Co-Chairman), Peter Dwerryhouse, Rod McKeen, Roger HaiatNet Assets
Major Shareholders: Eastbound Resources Limited 17.6%
Management Holding: Other than Eastbound Resources Limited 5.44%
LINKS:
Company Website: http://www.manoriver.com
Stockhouse Bullboard: http://www.stockhouse.com/bullboards/forum.asp?Symbol=MNO&table=list
MMC in Sierra Leone: http://www.mineit.co.uk/page13.html
Country Background: Sierra Leone: http://www.jubileeplus.org/databank/profiles/sierra.htm
Top 20 diamonds: http://brysonburke.com/diamonds_top_twenty.html
Rex Links: http://www.rexmining.be/rdmc/linksandinfo.htm
SL Geology: http://www.africadiamond.com/press/miningjournal.sl.pdf
Diamond Indicators (G10): http://brysonburke.com/indicator_minerals_pyrope_garnet.html
SL History: http://www.slider.com/enc/48000/Sierra_Leone_History.htm
SL Politics: http://www.wikipedia.org/wiki/Politics_of_Sierra_Leone
Power Players in Sierra Leone: http://www.cryfreetown.org/participants.html
Harry Winston, Gold/Diamonds in SL: http://www.advfn.com/cmn/fbb/thread.php3?id=3300051
Ma & Pa Operation / Photos (not Mano!): http://www.brookshiremcdonald.com/photos.htm


SueHelen
- 29 Jun 2004 18:17
- 47 of 87
FINAL RESULTS RELEASED ON FRIDAY :
RNS Number:1728A
Mano River Resources Inc
25 June 2004
TSX-Venture Exchange (Trading Symbol: MNO)
London Stock Exchange - AIM (Trading Symbol: MANA)
MANO RIVER RESOURCES INC.
PUBLICATION OF YEAR END 2004 ACCOUNTS
The Board of Mano River Resources Inc. is pleased to release the Accounts of the
Company for the financial year ended January 31st 2004, together with the
Management Discussion & Analysis.
On behalf of the Board of Mano River Resources Inc.
Tom Elder
President and CEO
For further information on Mano River Resources and its exploration programme,
you are invited to visit the Company's website at www.manoriver.com or contact
one of the following:
Tom Elder President and CEO UK +44 (0) 1235 810 740
Raz Hussein Controller Canada +1 (604) 689 1700
Gary Middleton Capital PR UK +44 (0) 20 7902 0703
The TSX Venture Exchange has not reviewed and does not take responsibility for
the adequacy or accuracy of this release
MANO RIVER RESOURCES INC.
Management's discussion and analysis
For the period ended January 31, 2004
______________________________________________________________________________
The following discussion is management's assessment and analysis of the results
and financial condition of Mano River Resources Inc. (the "Company" or "Mano ")
and should be read in conjunction with the accompanying audited consolidated
financial statements for the year ended January 31, 2004 and related notes.
Unless otherwise indicated all amount are in US dollars (USD).
Description of Business
Mano River Resources Inc. is an exploration stage company engaged in the
acquisition, exploration and development of gold and diamond properties. The
Company through its subsidiaries holds interests in properties located in
Liberia, Sierra Leone and Guinea with the aim of developing them to a stage
where they can be exploited economically or arranging joint ventures whereby
other companies provide funding for development and exploitation.
Forward looking statements
Certain information included in this discussion may constitute forward-looking
statements. Forward-looking statements are based on current expectations and
entail various risks and uncertainties. These risks and uncertainties could
cause or contribute to actual results that are materially different than those
expressed or implied.
Trends
In recent years, the mineral exploration industry has been through a very
difficult period, with low prices for both precious and base metals. Lack of
interest led to low market capitalizations and large companies found it was
easier to grow by purchasing companies or mines than to explore for them. This
led to downsizing of large company exploration staffs and many professionals
took early retirement or left the industry to pursue other careers. As a result
of these trends, there are few good gold-silver projects in the pipeline and a
developing shortage of experienced explorationists. With improving metal prices
and increasing demand, especially from Asia, supply difficulties may occur in
the future and there is a discernible need for good exploration projects based
on sound geological work. As junior companies (many of which are staffed by
former large company geologists) find it easier to raise funds, they are
beginning to seek properties of merit to explore.
Risks and uncertainties
The Company is subject to a number of risk factors due to the nature of the
mining business in which it is engaged, not least adverse movements in commodity
prices, which are impossible to forecast. The Company seeks to counter this risk
as far as possible by selecting exploration areas on the basis of their
recognized geological potential to host high grade (gold and diamond) deposits.
The area of under-explored Archaean terrain on which the Company focuses in West
Africa is also subject to a second significant risk, i.e. political. While the
region has suffered serious civil unrest and armed conflict in the recent past
(which is the basic reason why it remained under-explored), conditions have
improved markedly in recent years. Mano field teams have operated safely in
Sierra Leone since early 2002 and the hope is that access can be gained to the
licences in Liberia before year end, following the completion of the UN-led
disarmament programme there.
Industry
The Company is engaged in the exploration of mineral properties, an inherently
risky business, and there is no assurance that an economic mineral deposit will
ever be discovered and subsequently put into production. Most exploration
projects do not result in the discovery of commercially mineable ore deposits.
The geological focus of the Company is on areas in which the geological setting
is well understood by management and technological tools are regularly used and
updated to better focus exploration efforts.
Reserve and resource estimates
The estimation of mineral resources and reserves is a subjective process and the
accuracy of any such
estimates is a function of the quality of available data and of engineering and
geological interpretation and judgement. No assurances can be given that the
volume and grade of reserves recovered and rates of production will not be less
than anticipated.
Gold and metal prices
The price of gold is affected by numerous factors beyond the control of the
Company including central bank sales, producer hedging activities, the relative
exchange rate of the U.S. dollar with other major currencies, demand, political
and economic conditions and production levels. In addition, the price of gold
has been volatile over short periods of time due to speculative activities. The
price of other metals and mineral products that the Company may explore for all
have the same or similar price risk factors.
Cash flows and additional funding requirements
The Company currently has no revenues from operations. If any of the Company's
exploration programs are successful and optionees of properties complete their
earn-in, the Company would have to provide its share of ongoing exploration and
development costs in order to maintain its interest in the projects, or be
reduced to a royalty interest. Additional capital would be required to put a
property into commercial production. The sources of funds currently available to
the Company for exploration stage projects are either the sale of equity capital
or the offering of an interest in its projects to another party. Although the
Company presently has sufficient financial resources to undertake its currently
planned exploration programs and has been successful in the past in obtaining
financing, there is no assurance that it will be able to obtain adequate
financing in the future or that such financing will be on terms advantageous to
the Company.
Exchange rate fluctuations
Fluctuations in currency exchange rates can significantly impact cash flows. The
U.S. dollar exchange rate in particular has varied substantially over time, and
the Company has historically raised equity financing in UK and Canadian
currencies while most of the Company's exploration expenses are denominated in
U.S. dollars. Fluctuations in exchange rates may give rise to foreign currency
exposure, either favourable or unfavourable, which may impact financial results.
The Company does not engage in currency hedging to offset any risk of exchange
rate fluctuation.
Environmental
Mano's exploration and development activities are subject to extensive laws and
regulations governing environmental protection. The Company is also subject to
various reclamation-related conditions. Although the Company closely follows and
believes it is operating in compliance with all applicable environmental
regulations, there can be no assurance that all future requirements will be
achievable on reasonable terms. Failure to comply may result in enforcement
actions causing operations to cease or be curtailed and may include corrective
measures requiring capital expenditures.
Laws and regulations
Mano's exploration activities are subject to local laws and regulations
governing prospecting, development, production, exports, taxes, labour
standards, occupational health and safety, mine safety and other matters. Such
laws and regulations are subject to change, can become more stringent and
compliance can therefore become more costly. The Company applies the expertise
of its management, its advisors, its employees and contractors to ensure
compliance with current laws.
Title to mineral properties
While the Company has investigated title to its mineral properties, this should
not be construed as a guarantee of title. The properties may be subject to prior
unregistered agreements or transfers and title may be affected by undetected
defects.
Competition
There is competition from other mining exploration companies with operations
similar to those of the
Company. Many of the mining companies with which the Company competes have
operations and
financial resources greater than that of Mano.
Dependence on management
Mano strongly depends on the business and technical expertise of its small
management team and there is little possibility that this dependence will
decrease in the near term.
Selected financial information
The following selected annual financial information is derived from the audited
consolidated financial statements for the three most recently completed
financial years and is prepared in accordance with Canadian generally accepted
accounting principles ("GAAP").
Years ended January 31:
2004 2003 2002
Total revenue (Interest income) 3,752 8,183 17,056
Net Loss 695,303 352,217 2,283,123
Net loss per share 0.005 0.003 0.023
Total assets 16,987,073 12,253,662 11,436,086
Total exploration expenditures 993,373 769,107 804,174
Write-down of interests in mineral
properties 90,090 - 1,863,333
Operations
The year under review has seen a number of encouraging developments for Mano, in
regional politics, at a corporate level and especially in terms of exploration
success.
Having selected gold and diamonds as the commodities of prime interest, Mano's
fundamental strategy since its inception has been to target highly prospective
under-explored Archaean terrain in Liberia, Sierra Leone and Guinea, West Africa.
Precisely because of the difficult political situation in the region, the
Company faced little or no competition for ground and consequently, over the
last seven or eight years, has been able to build a high quality portfolio of
properties. With peace firmly re-established in Sierra Leone in 2001 and
disarmament complete, the latest significant development was the departure into
exile of President Charles Taylor from Liberia in August 2003 and the
establishment of a Transitional Government under UN and US auspices. Disarmament
is now well advanced in Liberia and with it has come an increase of investor
interest in both London and Toronto in the Company's exploration prospects.
A concrete reflection of higher levels of investor interest in Mano was the fact
that, in December 2003, a placement was concluded which raised USD4.4 million,
the Company's largest equity financing to date.. Taken together with committed
exploration funding on our licences from joint venture partners, this means the
Company does not expect it will require further fund-raising until mid 2005 at
the earliest.
In both Sierra Leone and Liberia, important additions to Mano's property
portfolio were made, culminating in the acquisition of contiguous cross-border
licences totaling 25,000 km2 and extending from the Kono diamond district in
Sierra Leone south eastwards to Kpo in Liberia, where Mano had previously made
the first ever discoveries of diamondiferous kimberlite pipes in Liberia in
2001.
Drilling got under way on the Yirisen project in Pampana, the first to take
place for gold anywhere in Sierra Leone for a number of years, with extremely
encouraging results from the first holes. As a result, a second drill has been
mobilized to site.
The Mano management team has meanwhile been greatly strengthened with the
appointment of Jonathan Challis to the Board, Karl Smithson (who was previously
a consultant to Mano) as full time VP Exploration - Diamonds, and Greg Nowak as
Regional Manager based in Freetown.
Corporate
In May 2003, Mano announced that Seymour Pierce Limited had been appointed as
the Company's Nominated Adviser on the London Stock Exchange AIM market. Seymour
Pierce Ltd together with Seymour Pierce Ellis Ltd, Mano's Nominated Broker, are
a leading adviser and broker to AIM, specialising in providing research,
corporate broking and corporate finance advice to smaller quoted companies,
particularly in the extractive industries.
In June, the Company announced the adoption of a stock option plan (the "Plan"),
pursuant to the policies of the TSX Venture Exchange and shareholder approval,
allowing for the reservation of up to 10% of the Company's issued and
outstanding shares as at the date of a particular stock option grant. The
Company then had 133,890,216 shares issued and outstanding and 9,475,000 options
outstanding (representing 7.1% of the Company's issued and outstanding shares).
Based on the reservation of up to 10% of the Company's issued and outstanding
shares, being 13,389,021, the Plan allowed for the future granting of a further
3,914,021 options. Options under the Plan may be granted to the Company's
directors, officers, employees, management company employees and consultants.
Following the receipt of the necessary approvals, the Plan now governs any
outstanding stock options previously granted and any new stock options issued.
Also in June 2003, the Board announced that it had arranged, subject to
regulatory approval, a Private Placing to raise gross proceeds of GBP400,000
from existing and new institutional investors.
The brokered Placing was arranged in the UK of 16,000,000 common shares at
GBP0.025 per share through Seymour Pierce Ltd. The proceeds of the Placing were
used by Mano to continue the Company's exploration programme over its range of
promising gold and diamond targets in the Mano River Union countries, and for
general working capital purposes.
In July 2003, at Mano's 2003 Annual General Meeting in Vancouver, Jonathan
Challis (51) was elected in place of Peter Dwerryhouse, who had previously
indicated he would not be continuing as a director. The Board would like to
express its appreciation to Mr Dwerryhouse for his valuable contribution to the
Company. Mr Challis is a mining engineer with over 30 years experience in the
operation, management, financing and analysis of mining projects around the
world.
In August 2003, Mano received notice of the conversion of warrants over
1,250,000 fully paid ordinary shares in the Company at GBP0.03 per share and, by
year-end, all but 20,000 of the 7,530,000 warrants on issue had been exercised,
raising a total of GBP225,900 (approximately USD410,000). Also in August 2003,
as agreed with the parties concerned at the time of the placement in June 2003,
the Board announced that it had approved arrangements to satisfy accrued
payables totaling GBP70,485 due for payment as of 31 January 2003 with Mano
shares at the same price as the placement, i.e. GBP0.025. The debt settlement
represented amounts mainly incurred up to the end of the 2003 financial year and
owing directly or indirectly to directors, or companies with which they are
associated, and senior officers of Mano for directors' fees, management
services, reimbursable expenses and advances supporting exploration. The Board
considered that the settlement of these amounts in shares helped to preserve the
Company's cash to continue to advance exploration of its properties.
In November 2003, Mano announced the appointment of Capital Integrated Marketing
Communications (Europe) Ltd ("Capital"), to act as its financial public
relations adviser in the UK. Capital is a financial PR company with offices in
Australia, London and China, specialising in natural resources and their aim is
to help lift Mano's profile so as to achieve a better appreciation in the
investment community and media of the Company's portfolio of gold and diamond
exploration projects in West Africa.
Mano has a strategy of seeking high quality partners to develop certain of its
licences, while retaining the remainder for development by Mano and, in late
November 2003, the Company announced that it had signed a comprehensive Letter
of Agreement ("LoA") with Golden Star Resources ("GSR"). The proposed joint
venture covers Mano's three licence packages within the prospective greenstone
gold-bearing belts in Sierra Leone, under which GSR will make an investment of
USD6M over a staged four-year period in order to earn a 51% interest in the
Joint Venture Licences, earning a final equity interest of up to either 71% or
85% if Mano does not co-fund, respectively, the Feasibility Study nor mine
development. GSR is a well-funded gold producer with an aggressive growth
strategy in West Africa. Its major assets are located in Ghana, where it has
reported gold reserves of 3 million ounces, gold resources of over 5 million
ounces and is forecast to produce 350,000 ounces per year in 2005. Its shares
are listed on the TSX (GSC) and AMEX (GSS) markets.
At the end of December 2003, Mano announced that it had closed a Private
Placement raising gross proceeds of GBP2,450,000, as previously announced on 10
December 2003. The Placing was arranged in the UK and Europe of 49,000,000
common shares at GBP0.05 per share by Williams de Broe and Seymour Pierce Ltd to
raise GBP2,450,000 (approximately USD4.4million) before issue costs and broker
commissions of 4%.
Exploration projects
Within Mano, there is a continual process of technical assessment and evaluation
of the prospectivity of each individual licence held in the portfolio. As in
previous years, the view prevails that ground held in Liberia and Guinea merits
the Company's undivided attention, consequently there has again be no field
activity in Guinea, beyond that needed to maintain the licences.
Sierra Leone
This is the country in which the bulk of the 2004 Deferred Exploration
Expenditure, a total of USD785,688 (79%), has been made. Funding has been
divided between advancing the diamond properties in the Kono district and gold
properties in the Sula Mountains.
In February 2003, Mano announced the recovery of more macrodiamonds from its
kimberlite dyke discovery in the Kono district in eastern Sierra Leone.
Macro-diamonds had already been reported by the Company from a 1.7tonne
mini-bulk sample of Lion-1, for a minimum grade of 49 carats per hundred tonnes
(49cpht) - (see Mano news release dated October 2nd 2002, http://
www.manoriver.com /news/nr02/nr0200 02oct.pdf). Subsequent sorting yielded a
further 17 macrodiamonds and the calculated grade for the sample therefore
increased to 64.6 cpht. The Lion 1 dyke has been traced over some 5km, and its
minimum grade of 65 cpht is very encouraging. Diamonds from Sierra Leone are
well known for their high intrinsic per carat value, suggesting this dyke may
represent a potentially economic diamond deposit.
Two weeks later, the Company announced that eight further kimberlite dykes had
been identified elsewhere throughout the Kono licenses, designated the Lion-3 to
Lion-10, all reportedly exploited for diamonds at surface by local miners. The
garnet mineral chemistry from the Lion-1 to Lion-4 kimberlites was of a high
interest nature. Float samples of diatreme facies kimberlite, suggestive of an
undiscovered pipe or blow, had previously been found and a stream sample
collected in the suspected source area returned abundant ilmenite together with
supporting garnet. A number of these garnets were classified as G10 in
composition after probing .
In August 2003, encouraging results were announced from mini-bulk sampling of
the Lion-1, 2, 3 and 5 kimberlite dykes. Each sample comprising 1 tonne of
kimberlite was washed and jigged on site to recover diamonds in two size
fractions. The results are set out in Table 1 below:
Table 1 - Results of Mini-Bulk Samples
Kimberlite Sample No. +0.71mm No. +2.0mm Total Calculated
Number Diamonds Diamonds Weight (carats) Grade (cpht)
Lion-1 50225 2 1 0.15 15
Lion-2 50223 12 3 0.46 46
Lion-2 50231 35 5 0.45 45
Lion-3 50227 0 0 0 0
Lion-5 50229 15 5 0.94 94
The diamonds recovered from these samples were weighed and described in Cape
Town. A significant grade of 94cpht was obtained for a sample of the Lion-5
dyke, which had been mapped for a distance of approximately 1km. Mano's stream
and loam sample results showed that this dyke extends eastwards into the
adjacent DiamondWorks ground, linking with the latter's Koidu Pipes project on
which commercial mining began later in the year.
Elsewhere in Sierra Leone, in the Sula Mountains greenstone belt, Mano announced
that in the Sonfon Area, where the company is operating a joint venture with
Golden Prospect, a 3 km long gold-in-soil anomaly identified by a 25 parts per
billion contour, had been defined by a soil sampling programme and termed the
Yanfarina-Dalakuru-Sende (YDS) gold zone. The YDS zone is coincident with an
area of extensive alluvial and laterite artisanal gold workings, and trenching
had identified a series of high grade gold-bearing narrow veins (stockwork), the
best values being reported in trench DT-6 which returned 7.4 g/t gold over 7.3m.
In other gold exploration activity, Mano acquired the 'North Pampana' Exclusive
Exploration License (EXPL), which hosts the high grade Yirisen gold deposit and
strategically adjoins Mano's 'South Pampana' Exclusive Prospecting License (EPL)
in central Sierra Leone. Local miners are working the Yirisen gold deposit to
depths of about 15m and, locally, to over 75m.
Reconnaissance work undertaken in May 2003 by independent consultants ACA Howe
International Ltd, indicated that the total inferred strike length for the
Yirisen gold system should be revised upwards to in excess of 4km, remaining
open along strike in both directions. Shortly thereafter, Mano scaled up of its
exploration programme at Yirisen. By year end, in line with its established
strategy and as reported above, Mano joint ventured its gold properties in
Sierra Leone to Golden Star Resources
Finally, in January 2004, the Company announced that it had been awarded a 9,700
square kilometre Regional Exclusive Prospecting Licence (REPL) by the Ministry
of Natural Resources of Sierra Leone. The Licence covers the south-eastern
quadrant of the country and is underlain by the ancient Archaean Man Craton,
which is considered prospective for diamonds, gold and base metals. Mano further
stated that, following the grant of this REPL, it was engaged in on-going
discussions with a potential partner with a view to arranging for their Joint
Venture participation in the planned diamond exploration programme, to include
an airborne geophysical survey (see below 'Subsequent Events').
Exploration projects - Liberia
The USD148, 000 of deferred exploration expenditure incurred in Liberia during
the period under review was primarily related to keeping the licences totaling
1,200km2 in good standing, and to maintaining the Mano office facility in the
capital, Monrovia. Following the cessation of hostilities in Liberia in mid
2003, the United Nations has made great strides in its disarmament process,
latest estimates putting the number of ex-combatants who have surrendered their
arms at over 40,000. However, the Company is not prepared to take any risks with
its personnel and, with the agreement of the Ministry of Lands Mines and Energy,
fieldwork on Mano's projects, such as KGL and Weaju, remains suspended until
conditions are judged to be totally safe. It is currently anticipated that
fieldwork will re-commence by approximately October, 2004.
The acquisition in May 2004 of a 15,000km2 Mineral Cooperation Agreement in the
west of the country is discussed under 'Subsequent Events'.
Exploration projects - Guinea
The Company once again took the view that it should focus its available
technical and financial resources on its highly prospective licences in Sierra
Leone and Liberia, consequently there was no exploration activity in Guinea
during the period under review, expenditure being limited to USD59,000 spent
maintaining the licences and Conakry office. However, several companies have
expressed an interest in Mano's gold licences at Missamana and Gueliban and
talks regarding possible joint ventures continue.
Subsequent Events - Corporate
In April 2004, Mano announced the appointment of Mr. Greg Nowak as Regional
Manager for Sierra Leone, Liberia and Guinea, based in Freetown. Since 1996, Mr
Nowak has been the Exploration & Country Manager for Ashanti Goldfields in Cote
d'Ivoire, Mali & Sierra Leone. His exploration and management experience spans
over twenty years, with over 15 years focused on the Precambrian Birrimian
greenstone belts and Archaean basement rocks of West Africa. A fellow of the
Society of Economic Geologists and member of the Geological Society of America,
Mr Nowak holds an M.S. from the Mackay School of Mines, Nevada, USA.
Subsequent Events - Exploration
In May 2004, the Company announced that it had signed a Mineral Cooperation
Agreement ("MCA") with the Ministry of Lands Mines & Energy of Liberia. The
three-year agreement permits the Company to undertake exploration in an area
that covers 15,000km2 of western Liberia. Importantly, the MCA is contiguous
with the Mano's Regional Exclusive Prospecting Licence ("REPL") in Sierra Leone,
creating a contiguous land holding in excess of 25,000km2 underlain by the
highly prospective Archaean Man Craton.
Also in May 2004, in a development of great significance for Sierra Leone as
well as for Mano, the Company announced that it had signed a Memorandum of
Agreement (MoA) with BHP Billiton to explore for diamonds and other minerals
over its recently awarded REPL in Sierra Leone.
In that connection, Sierra Leone's Honourable Minister for Natural Resources,
Mohamed Swarry Deen, declared, "The introduction of BHP-Billiton to Sierra Leone
by Mano is exceptionally positive news for our country. Companies like Mano have
proven crisis-proof and play a key role in attracting investment into Sierra
Leone. We are grateful for their perseverance, which is now being rewarded by
the introduction of such world-class companies as BHP Billiton and Golden Star
Resources as their partners."
In an important new development for gold exploration in Sierra Leone, in June
2004, Mano and Golden Star Resources Ltd. ("Golden Star") announced encouraging
assay results from the first five diamond drill holes on the Yirisen gold
project. Significant intersections include 14m at an average grade of 7.77g/t
and 9.07m at an average grade of 15.99g/t. As yet, there is insufficient
geological information to enable true widths to be calculated with confidence
and, furthermore, no assays have been cut.
Significant assay results are summarised as follows:
Hole Easting Northing From To Total Length Gold Grade
(m) (m) (m) (m) (m) (g/t)
YDD1 1997 2009 11.51 11.77 0.26 9.66
22.61 23.50 0.89 6.23
39.00 53.00 14.00 7.77
Incl. 45.00 53.00 8.00 13.00
86.85 87.46 0.61 5.84
YDD2 1997 2009 25.45 26.00 0.55 7.39
53.78 62.85 9.07 15.99
Incl. 53.78 61.26 7.48 19.18
Incl. 53.78 56.10 2.32 41.34
YDD3 1975 1950 No significant assays
YDD4 1976 1948 15.56 20.00 4.44 3.59
YDD5 2000 1900 23.19 32.00 8.81 0.99
incl 25.18 25.75 0.57 7.71
The diamond drilling campaign is supported by a USD1,000,000 budget funded by
Golden Star, (which will also cover work on the Sonfon and Nimini Licences).
Mano is operator of the Joint Venture's exploration work.
Finally, in June 2004, Mano announced the discovery of diamonds and indicator
minerals from within the Sonfon licence package in Sierra Leone, West Africa
held in Joint Venture with Golden Prospect. An initial 250kg stream sample
yielded five macro-diamonds weighing a total of 0.841 carats. All of the
diamonds were recovered in the coarse size fraction, with two being over 4mm in
size. Some 58 stream samples were then processed for kimberlite indicator
minerals, results suggesting that kimberlites may be present within the licences
and, furthermore, any kimberlites are likely to be diamond-bearing. The joint
venture has undertaken follow-up stream and loam sampling over the two anomalous
areas and these samples have been dispatched to South Africa for analysis. It is
hoped that the results will isolate the source areas, over which ground
geophysics can be focused in the dry season, to identify possible drill targets.
Results of operations
The Company's net loss for the year ended January 31, 2004 was $751,652 or
$0.005 per share (2003 - $513,823 or $0.004 per share). This is a $237,829
increase in net loss compared to 2003. This increase was primarily due to a
write-off of resource property, administrative and office expenses, professional
fees and other administrative costs.
During the 2004 fiscal year, the Company relinquished its interest in the
ManoTaur Joint Venture, Casa Berardi area properties (Quebec, Canada ) and
accordingly the costs of $90,090 were written off in the current year (2003 -
Nil).
General and administrative costs were $665,314 in the year ended January 31,
2004 (2003 - $516,438). Some administrative expense categories experienced
higher costs: bank and interest charges $66,829 (2003 - $43,792) increased by
$23,037 mainly due to interest payable on convertible debentures. Professional
fees $182,573 (2003 - $126,651), including investor relations services,
increased by $55,922 during the year as the Company focused its effort on
expanding investor awareness of the Company's exploration projects. Transfer
agent and filing fees $83,187 (2003 - $32,088) increased by $51,099 due to
additional share activity including private placements.
The Company has no revenue from mining operations. Revenue for the year,
consisting of interest income, was 3,752 as compared to $8,183 in 2003, a
decrease of $4,431. This decrease in interest income was due to lower interest
rates.
Liquidity and capital resources
At January 31, 2004, the Company had working capital of $3,498,652 as compared
to a working capital deficiency of $216,604 at year end 2003. The Company had
cash and cash equivalents of $3,893,552 (2003 - $184,116). The significant
increase in cash was primarily due to the issuance of common shares.
During the year ended January 31, 2004, the Company concluded two private
placements of 17,250,000 and 49,000,000 shares at #0.025 and #0.05 per share
respectively ($0.04 and $0.088) for proceeds of $4,762,147, which is net of
issue costs of $107,196. The Company also issued 2,819,397 common shares for
settlement of debts of $116,547. During the period 7,530,000 share purchase
warrants were exercised for the total proceeds of $386,126. The Company expects
its level of cash resources to be sufficient to meet its working capital and
mineral exploration requirements for approximately the next 18 months. Cash used
for operating activities during 2004 was $534,812 (2003 - $349,125) after
adjusting for the non-cash activities of mineral property interest write-downs
and stock-based compensation. Cash flows from financing activities for 2004 were
$5,237,621 (2003 - $1,267,340).
As at January 31, 2004, the Company had total assets of $16,987,073 as compared
with $12,253,662 for the fiscal year ended January 31, 2003. This increase in
assets of $4,733,411 was primarily as a result of the equity financing completed
during 2004. At January 31, 2004, the Company had total liabilities of $517,731
as compared to $402,859 at year ended January 31, 2003. Current liabilities
include $406,543 due to related parties for management fees, bridging loan and
reimbursable expenses.
During the period the Company expended $993,373 on deferred exploration
expenditures as compared to $769,107 in 2003, as exploration activity increased
with available funding.
Contractual commitments
The only contractual commitment lasting longer than a year that the Company has
entered into relates to the Mano Office in Didcot, England, where a nine-year
lease with the possibility of a break after three years has been signed.
Off-balance sheet arrangements
The Company has no off-balance sheet arrangements other than the lease related
to its office premises as disclosed above.
Critical accounting estimates
A detailed summary of all the Company's significant accounting policies is
included in note 2 to the accompanying annual consolidated financial statements
for the year ended January 31, 2004. Significant estimates used in the
preparation of these consolidated financial statements include, amongst other
things, depreciation, determination of net recoverable value of assets,
determination of fair value on taxes, contingencies and share compensation.
Changes in accounting principles
Stock-based compensation
The Canadian Institute of Chartered Accountants ("CICA") amended the stock
option compensation and
other stock based payments accounting standard during 2003. The Company early
adopted the standard and the consolidated financial statements for the year
ended January 31, 2004 reflect this. The effect of this change was to increase
the net loss for the year ended January 31, 2004 by $56,349.
Selected quarterly information
Quarter Ended (unaudited)
October 31 July 31 April 30
2003 2003 2003
Total revenue (Interest income) 3,473 2,206 1,853
Net loss 387,901 290,126 76,846
Total assets 12,756,697 12,741,546 12,390,528
Total exploration expenditures 584,109 336,407 176,109
Write-down of interests in mineral
propertie 90,090 90,090 -
October 31 July 31 April 30
2002 2002 2002
Total revenue (Interest income) 7,658 4,507 4,052
Net loss 275,761 225,230 87,216
Total assets 11,941,379 11,859,312 11,513,944
Total exploration expenditures 601,166 353,331 160,692
Write-down of interests in mineral - -
properties
Outlook
Most forecasters see gold maintaining its present price level of around USD380
to 400 per ounce, or else increasing further in 2005. For diamonds, the general
situation appears to be one of increasing scarcity of good quality stones of
over one carat and a general firming of prices. Both factors should help to
stimulate investor interest in a gold and diamond resource company like Mano,
while the level of interest from the majors continues to increase, witness the
Company's recent joint venture deal in Sierra Leone signed with the world's
biggest resource company, BHPBilliton.
The Company is well funded to pursue its policy of adding shareholder value
through further exploration and development of its Liberian gold properties,
while early results from the Golden Star-funded gold exploration programme in
Sierra Leone have been most encouraging. It will be late 2004 before the first
results can be reported on the major reconnaissance programmes now under way in
Sierra Leone (the BHPBilliton joint venture) and Liberia (over the Mineral
Cooperation Agreement licence), but given the prospectivity of the ground
holding for both gold and diamonds, Mano remains very hopeful that significant
discoveries will be made.
The main focus of Mano-funded exploration is expected to be the further
investigation of the KGL and Weaju gold projects in Liberia, together with the
diamond reconnaissance over the Mineral Cooperation Agreement ground in western
Liberia. Elsewhere in Liberia, Joint Venture Partner Trans-Hex anticipate
commencing their farm-in programme at Weasua with an airborne geophysical survey
in the 4th quarter of 2004.
In the Kono area of Sierra Leone, the Company is actively seeking the
participation of suitably experienced partners who could put one or more of the
high-grade diamondiferous kimberlite dykes discovered by Mano into production.
On the political front, the arrival of Mano's joint venture partner,
BHPBilliton, to fund exploration in Sierra Leone is a massive endorsement for
the country (as well as for Mano). Meanwhile, in neighbouring Liberia, the UN
are making steady progress in the comprehensive disarmament and retraining
programme for former combatants and Mano is confident that conditions will allow
work to recommence in the Bea and Kpo licences after the rainy season, i.e. as
early as October, 2004.
Auditors' Report and Consolidated Financial Statements of
MANO RIVER RESOURCES INC.
January 31, 2004 and 2003
Auditors' Report
To the Shareholders of
Mano River Resources Inc.
We have audited the consolidated balance sheets of Mano River Resources Inc. as
at January 31, 2004 and 2003 and the consolidated statements of loss and deficit
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at January 31, 2004
and 2003 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles.
(Signed) Deloitte & Touche LLP
Chartered Accountants
Vancouver, British Columbia
May 28, 2004
MANO RIVER RESOURCES INC.
Consolidated Balance Sheets
As at January 31
(Stated in U.S. Dollars)
2004 2003
---------- ----------
ASSETS (Note 3)
CURRENT
Cash and cash equivalents $3,893,552 $184,116
Accounts receivable and prepaid expenses 122,831 2,139
------------------------------ ---------- ----------
4,016,383 186,255
INVESTMENTS (Note 4) 34,496 34,496
RESOURCE PROPERTIES (Note 5) 3,955,000 4,045,090
DEFERRED EXPLORATION COSTS (Note 5) 8,640,584 7,647,211
RECLAMATION BONDS (Note 6) 340,610 340,610
---------- ----------
$16,987,073 $12,253,662
---------- ----------
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $111,188 $97,664
Due to related parties (Note 10) 406,543 305,195
------------------------------ ---------- ----------
517,731 402,859
Provision for reclamation (Note 6) 340,610 340,610
Convertible debenture (Note 8) 187,745 138,723
------------------------------ ---------- ----------
1,046,086 882,192
---------- ----------
SHAREHOLDERS' EQUITY
Share capital (Note 7) 21,132,143 15,867,323
Contributed surplus 217,955 161,606
Equity component of convertible debenture (Note 8) 96,000 96,000
Cumulative translation adjustment (21,755) (21,755)
Deficit (5,483,356) 4,731,704)
------------------------------ ---------- ----------
15,940,987 1,371,470
---------- ----------
$16,987,073 $12,253,662
---------- ----------
CONTINGENCY (Note 6)
APPROVED BY THE BOARD
(Signed) Tom G. Elder
Tom G. Elder, Director
(Signed) Guy E. Pas
Guy E. Pas, Director
MANO RIVER RESOURCES INC.
For the years ended January 31, 2004 and 2003
(Stated in U.S. Dollars)
2004 2003
(Note 3)
REVENUE
Interest income $ 3,752 $ 8,183
----------------------------- ---------- ----------
EXPENSES
Administrative and office expenses 131,929 4,847
Bank and interest charges 66,829 43,792
Directors fees 12,000 26,000
Foreign exchange loss (5,623) (2,340)
Management fees 85,000 75,000
Mine maintenance expenses 44,527 45,182
Professional fees 182,573 126,651
Stock-based compensation 56,349 161,606
Transfer agent and filing fees 83,187 32,088
Travel and promotion 8,543 3,612
----------------------------- ---------- ----------
665,314 516,438
---------- ----------
LOSS BEFORE UNDERNOTED ITEMS (661,562) (508,255)
LOSS ON SALE OF INVESTMENT - (5,568)
WRITE-OFF OF RESOURCE PROPERTY
ACQUISITION AND EXPLORATION COSTS (90,090) -
----------------------------- ---------- ----------
NET LOSS FOR THE YEAR (751,652) (513,823)
DEFICIT AT BEGINNING OF YEAR (4,731,704) (4,217,881)
DEFICIT AT END OF YEAR $ (5,483,356) $ (4,731,704)
BASIC AND DILUTED LOSS PER SHARE $ (0.005) $ (0.004)
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING 152,807,988 133,890,216
MANO RIVER RESOURCES INC.
Consolidated Statements of Cash Flows
For the years ended January 31, 2004 and
2003
(Stated in U.S. Dollars)
2004 2003
(Note 3)
OPERATING ACTIVITIES
Net loss for the year $ (751,652) $ (513,823)
Items not involving cash:
Loss on sale of investment - 5,568
Write off of resource property
acquisition costs 90,090 -
Stock-based compensation 56,349 161,606
Accretion of liability component
of convertible 49,022 34,723
debenture
Interest payable on convertible
debenture 12,000 8,500
Change in non-cash working capital items:
Accounts receivable and prepaid
expenses (120,692) 639
Accounts payable and accrued
liabilities 130,071 (46,338)
---------- ----------
(534,812) (349,125)
---------- ----------
FINANCING ACTIVITIES
Issuance of share capital, net
of costs 5,148,273 1,094,815
Proceeds from sale of investment - 94,432
Due to related parties 89,348 78,093
---------- ----------
5,237,621 1,267,340
---------- ----------
INVESTING ACTIVITIES
Acquisition of resource
properties - (90,090)
Deferred exploration
expenditures (993,373) (769,107)
---------- ---------
(993,373) (859,197)
---------- ----------
NET CASH INFLOW 3,709,436 59,018
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 184,116 125,098
CASH AND CASH EQUIVALENTS, END
OF YEAR $3,893,552 $ 184,116
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
AND INVESTING ACTIVITIES:
During the year ended January 31, 2004, the Company issued 2,819,397 common
shares for the settlement of debts of $116,547 due to related parties.
During the year ended January 31, 2003, the Company issued 6,427,545 common
shares for the settlement of debts of $415,295 due to related parties.
During the year ended January 31, 2003, the Company issued a $200,000
convertible debenture in settlement of debt of $200,000 due to a related
party
.
Notes to the Consolidated Financial Statements
For the years ended January 31, 2004 and 2003
(Stated in U.S. dollars)
1. NATURE OF OPERATIONS
The Company, which commenced operations on July 10, 1996, is engaged in the
acquisition, exploration and development of gold and diamond properties. The
Company is in the development stage and has no source of cash flows other than
loans from related parties or equity offerings.
Uncertainty also exists with respect to the recoverability of the carrying value
of certain resource properties. The ability of the Company to realize on its
investment in resource properties is contingent upon resolution of the
uncertainties and continuing confirmation of the Company's title to the resource
properties.
2. SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared in accordance with
Canadian generally accepted accounting principles. The significant accounting
policies used in these financial statements are as follows:
(a) Principles of consolidation
These consolidated financial statements include the accounts of Mano River
Resources Inc. and its principal subsidiary, Mano River Resources Ltd. These
financial statements also include a number of subsidiaries as detailed in the
following list:
Percentage
Company Place of Incorporation Ownership
Equinox Resources (Wash) Inc. Washington, United States 100%
Mano River Resources Limited British Virgin Islands 100%
and its subsidiaries:
Golden Limbo Rock Resources Tortola, British Virgin 90.9%
Limited and its 100% owned Islands
subsidiary Golden Limbo Rock Conakry, Guinea
Ressources SA
Golden Leo Resources Limited Tortola, British Virgin 96.9%
Islands
Lofa Goldiam, Inc. and its 100% owned
subsidiaries: Tortola, British Virgin 97.7%
Islands
Bea Mountain Mining Corporation Monrovia, Liberia
Kpo Resources Incorporated Monrovia, Liberia
Mano Diamonds Limited and its
100% owned subsidiaries: Tortola, British Virgin 100%
Islands
The shares not legally owned by the Company in the listed subsidiaries are held
by one third party company. This third party has no beneficial interest in the
shares and is holding the shares until the Company and the third party agree on
their ultimate distribution. As the Company retains the beneficial interest in
these shares, no non-controlling interest exists at January 31, 2004.
(b) Cash and cash equivalents
Cash and cash equivalents consists of cash on hand, deposits in banks and highly
liquid investments with an original maturity of ninety days or less.
(c) Investments
Investments in which the Company does not exercise significant influence are
recorded at cost, subject to a provision for any impairment in value that is
determined to be other than temporary.
(d) Resource properties and deferred exploration costs
The Company follows the method of accounting for its mineral properties whereby
all costs related to acquisition, exploration and development are capitalized by
property. The carrying value of pre-production and exploration properties is
reviewed periodically and either written off when it is determined that the
expenditures will not result in the discovery of economically recoverable ore
reserves or transferred to producing mining property, plant and equipment when
commercial development commences.
The recoverability of amounts shown for pre-production and exploration
properties is dependent upon the discovery of economically recoverable reserves,
confirmation of the Company's interest in the underlying mineral claims, the
ability of the Company to finance the development of the properties and on the
future profitable production or proceeds from the disposition thereof.
(e) Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Significant estimates used in the preparation of these consolidated financial
statements include, amongst other things, the recoverability of accounts
receivable, future income tax assets, the expected economic lives of and the
future operating results and net cash flows from resource properties, and the
fair values of stock options. Actual results could differ from those estimates.
(f) Loss per share
The basic loss per share is computed by dividing the net loss by the
weighted-average number of common shares outstanding during the year. The
diluted loss per share reflects the potential dilution by including other common
share equivalents, such as stock options, share purchase warrants and
convertible debt, in the weighted-average number of common shares outstanding
during the year. Options and debentures as disclosed in Notes 6 and 7 are
anti-dilutive and therefore have not been taken into account in the per share
calculations.
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
(g) Foreign currency translation
The Company has adopted the U.S. dollar as its currency of measurement and it is
used for external reporting purposes.
The Company's foreign currency transactions are translated into U.S. dollars
using the temporal method. Under this method, monetary assets and liabilities
are translated at the rate in effect at the balance sheet date. Other balance
sheet items and revenues and expenses are translated at the rates prevailing on
the respective transaction dates. Exchange gains or losses related to current
monetary items are included in operations. Exchange gains and losses related to
non-current monetary items are deferred and amortized over the remaining lives
of the monetary items.
(h) Stock-based compensation
The Company has early adopted accounting standards that require that all
stock-based awards made to non-employees and employees be measured and
recognized using a fair value based method (Note 3). Accordingly, the fair value
of options at the date of grant is accrued and charged to operations, with an
offsetting credit to contributed surplus, on a straight-line basis over the
vesting period. If the stock options are ultimately exercised, the applicable
amounts of contributed surplus are transferred to share capital.
(i) Income taxes
The Company accounts for income taxes whereby future income tax assets and
liabilities are computed based on differences between the carrying amount of
assets and liabilities on the balance sheet and their corresponding tax values
using the substantively enacted income tax rates at each balance sheet date.
Future income tax assets also result from unused loss carry-forwards and other
deductions. The valuation of future income tax assets is reviewed annually and
adjusted, if necessary, by use of a valuation allowance to reflect the estimated
realizable amount.
(j) Comparative figures
Certain prior year figures have been reclassified to conform with the current
year's presentation.
3. ACCOUNTING CHANGES
Effective February 1, 2003, the Company adopted the recommendations of the
Canadian Institute of Chartered Accountants (the "CICA") for stock-based
compensation and other stock-based payments. These recommendations established
standards for the recognition, measurement and disclosure of stock-based
compensation and other stock-based payments in exchange for goods and services.
In 2002 and prior years, no stock-based compensation expense was recognized when
share options were granted to employees and directors. In 2003, the Company
elected not to account for stock-based compensation, however, it disclosed the
pro forma effect of the stock-based compensation on its financial results.
Further to changes in the CICA section for stock-based compensation in 2003, the
Company has adopted the fair value based method of accounting for stock-based
compensation, as described in Note 2 (h). This change has been applied
retroactively and the financial statements for 2003 have been restated. The
effect of this change was to increase the net loss for the year ended
January 31, 2003 by $161,606 resulting in a net loss of $513,723 (increase of
$0.001 to loss per share). The contributed surplus at January 31, 2003 increased
to $161,606 and the deficit at February 1, 2003 increased to $4,731,704.
4. INVESTMENTS
2004 2003
--------- ---------
St. Andrew Goldfields Ltd.
(formerly Royal Victoria Minerals Ltd.) $ 34,496 $ 34,496
The St. Andrew Goldfields Ltd. ("St. Andrew") investment consists of 520,000
common shares with a quoted market value at January 31, 2004 of $119,600 (2003 -
$75,925).
During the year ended January 31, 2004, the Royal Victoria Minerals Ltd. ("Royal
Victoria"), St. Andrew Goldfields Ltd. and United Tex-Sol Mines completed a
business combination by way of a plan of arrangement with St. Andrew as the
surviving entity. Under the terms of the arrangement, Royal Victoria
shareholders received two common shares of St. Andrew for each Royal Victoria
common share.
5. RESOURCE PROPERTIES AND DEFERRED EXPLORATION COSTS
2004 2003
--------- ----------
Acquisition costs
Liberia, West Africa $ 320,000 $ 320,000
Guinea, West Africa 1,940,000 1,940,000
Sierra Leone, West Africa 1,695,000 1,695,000
Casa Berardi, Canada - 90,090
Closing balance $ 3,955,000 $ 4,045,090
Deferred exploration costs
Liberia, West Africa $ 5,412,294 $ 5,264,521
Guinea, West Africa 1,633,645 1,573,733
Sierra Leone, West Africa 1,594,645 808,957
Closing balance - see Schedule $ 8,640,584 $ 7,647,211
(i) Liberia
The Company holds two Mineral Development Agreements ("MDA") in Liberia for gold
and diamond development. These properties are in Western Liberia and consist of
the Bea Mountains and Kpo Range MDAs, are valid for 25 years with an option to
renew for another 25 years. Both these MDAs are dated November 28, 2001 and were
approved on March 14, 2002. The MDAs will allow the Company to start
pre-feasibility work and bankable feasibility work including, if required, pilot
mining.
(ii) Guinea
The Company holds 498 square kilometers of exploration permits in eastern Guinea
through the contiguous Missamana and Gueliban properties.
(iii) Sierra Leone
The Company holds seven prospecting licenses for diamonds, gold and base metals.
Four of the licenses are located in the eastern province of the country and
consist of Njaiama, Yengema, Nimini Central and Nimini South. The remaining
three licenses are located in the northern province and consist of Lake Sonfon,
South Pampana and North Pampana.
5. RESOURCE PROPERTIES AND DEFERRED EXPLORATION COSTS (Continued)
(iv) Canada
During the year ended January 31, 2004, the Company relinquished its interest in
the Casa Berardi area properties (Quebec, Canada) and the acquisition costs were
written off.
6. RECLAMATION BONDS AND CONTINGENCY
During the year ended January 31, 2002, the Company re-evaluated the prospective
viability of the Van Stone property (located in Stevens County, Washington
State, U.S.A.) and concluded that given the continued low commodity prices the
mine would remain closed. The Company is taking steps to dispose of the
property, mill and mine assets.
At January 31, 2004, term deposits totalling $340,610 (2003 - $340,610) have
been pledged to the State of Washington as security for reclamation costs on the
Van Stone property. A reclamation provision has been accrued in the amount of
$340,610. The Company has completed an assessment of the reclamation and closure
costs and it is anticipated that costs incurred will not exceed this provision.
The Company continues to monitor the Van Stone mine and will make further
provisions as deemed necessary.
7. SHARE CAPITAL
(a) Authorized
Unlimited number of common shares without par value
(b) Issued
Shares Amounts
Balance at January 31, 2002 101,162,671 $ 14,357,213
Shares issued on private placement (net of
costs) 26,300,000 1,094,815
Shares issued for settlement of debt 6,427,545 415,295
--------- ---------
Balance at January 31, 2003 133,890,216 15,867,323
Shares issued on private placement (net of
costs) (i) 66,250,000 4,762,147
Shares issued on exercise of warrants 7,530,000 386,126
Shares issued for settlement of debt (ii) 2,819,397 116,547
Balance at January 31, 2004 210,489,613 $ 21,132,143
(i) During the year ended January 31, 2004, the Company concluded two private
placements of 17,250,000 and 49,000,000 shares at #0.025 and #0.05 per share
respectively ($0.04 and $0.088) for proceeds of $4,762,147, which is net of
issue costs of $107,196.
(ii) During the year ended January 31, 2004, the Company issued 2,819,397 common
shares for settlement of debt of $116,547.
(c) As at January 31, 2004, there were 1,260,000 shares held in escrow with
their release subject to approval of regulatory authorities.
(d) Stock options
During the year ended January 31, 2004, the Company implemented a formal stock
option plan which permits the issuance of options up to 10% of the Company's
issued share capital. The Stock Option Plan provides for equity participation in
the Company by its directors, officers, employees and consultants through the
grant of options to purchase common shares of the Company.
This plan, as approved by the shareholders, authorizes the directors to grant
options within the limitations of this plan and subject to the rules of
applicable regulatory authorities. The exercise price of options granted under
this plan is at not less than market price as approved by the TSX Venture
Exchange. Generally the options are exercisable for a period of up to five years
and vest immediately.
The changes in stock options were as follows:
Weighted Weighted
Average Average
Exercise Exercise
2004 Price 2003 Price
--------- -------- -------- --------
(Cdn$) (Cdn$)
Balance outstanding,
beginning of year 9,945,000 $ 0.19 4,040,000 $ 0.30
Activity during the year
Options granted 905,000 0.10 5,905,000 0.11
Options lapsed (470,000) 0.29 - -
--------- -------- -------- --------
Ba