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1 | 22467960_2 | 22467960 |
USA
Positive zinc oxide AmmLeach® testwork for Firestone Ventures in Nevada.
Mexico
Attractive zinc and copper opportunities identified and investigated.
Guatemala Positive zinc oxide AmmLeach® testwork for Firestone Ventures.
Peru Positive zinc oxide AmmLeach® testwork for Rio Cristal.
Chile Copper opportunities.
Alexander Mining plc Annual Report & Accounts 2011
Company Overview 03
Our Focus continued
Key base metals regions for volume and growth.
· DRC Copperbelt · Central and South America
copper and zinc provinces
· Mining companies with high-acidconsuming copper, copper-cobalt and zinc carbonate/oxide operations
· Companies with undeveloped deposits
Turkey Red Crescent Resources to investigate AmmLeach® for zinc and copper projects.
Democratic Republic of Congo Important AmmLeach® copper/cobalt opportunities. Patent granted.
South Africa Patent granted. Demonstration pilot plant.
Australia
AmmLeach® copper patent granted.
Favourable testwork for Altona Mining.
Alexander Mining plc Annual Report & Accounts 2011
Company Overview 04
Chairman's Statement
"Our business objective is clear - to capitalise on our breakthrough AmmLeach® mineral processing technology."
Matt Sutcliffe Executive Chairman
I am pleased to report that since my statement in last year's annual report, Alexander has made steady progress in advancing its plan to commercialise its proprietary breakthrough AmmLeach® mineral processing technology.
Alexander's technology is applicable to the extraction of several important base metals from high-acid-consuming ores in many parts of the world. During the year, we have continued to test samples from a growing number of projects and engage in discussions with various companies and groups about commercial adoption of the technology. Because of confidentiality agreements, disclosure has been restricted to those opportunities where we are able to put the news into the public domain. However, we can say that based on this work and coupled with what has been announced, the geographic spread has expanded further to potentially significant countries and regions of the world.
Importantly, the diversification is not just geographic but also by metal, covering a range of mineral types. To date, we have tested dozens of different samples, which has enabled us to create an invaluable database of know-how and intellectual property. Although some initiatives have advanced less rapidly |
1 | 22467960_3 | 22467960 | Chairman's Statement
"Our business objective is clear - to capitalise on our breakthrough AmmLeach® mineral processing technology."
Matt Sutcliffe Executive Chairman
I am pleased to report that since my statement in last year's annual report, Alexander has made steady progress in advancing its plan to commercialise its proprietary breakthrough AmmLeach® mineral processing technology.
Alexander's technology is applicable to the extraction of several important base metals from high-acid-consuming ores in many parts of the world. During the year, we have continued to test samples from a growing number of projects and engage in discussions with various companies and groups about commercial adoption of the technology. Because of confidentiality agreements, disclosure has been restricted to those opportunities where we are able to put the news into the public domain. However, we can say that based on this work and coupled with what has been announced, the geographic spread has expanded further to potentially significant countries and regions of the world.
Importantly, the diversification is not just geographic but also by metal, covering a range of mineral types. To date, we have tested dozens of different samples, which has enabled us to create an invaluable database of know-how and intellectual property. Although some initiatives have advanced less rapidly than we would have liked, due to factors beyond our control, our belief in the fundamental ability of AmmLeach® to transform the extraction process efficiencies and economics for many base metals is unshakeable.
Two countries with major potential and where we have announced significant initiatives are Australia and Turkey, the former mainly for copper and the latter for copper and zinc. In Turkey, we announced Red Crescent Resources Limited's (`RCR') intention to investigate the use of AmmLeach® technology for the primary recovery of copper and zinc from the oxide mineralisation at several of its base metals projects in Turkey.
At RCR's Hakkari Zinc flagship project in far south-east Turkey, the use of AmmLeach® as part of a full feasibility study on an optimised process engineering solution for primary zinc metal production is planned. Also, at RCR's Sivas copper project in north-east central Turkey, RCR hopes to deliver early production through the potential application of Alexander's proprietary oxide (AmmLeach®) and sulphide (HyperLeach®) technologies via technical collaboration.
In Queensland, Australia, we have carried out preliminary amenability testwork for Altona Mining Limited (`Altona') |
1 | 22467960_b0 | 22467960 | which the names stand in the register of members in respect of the joint holding. 7 To be valid, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be completed and returned so as to reach (i) the Company's Registrars in accordance with the reply paid details, (ii) or by hand to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, not less than 48 hours before the time appointed for the meeting. 8 Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company at 6pm. on the day which is two days before the day of the AGM or adjourned meeting. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 9 All alterations made to this Proxy Form must be initialled by the signatory. 10 If you submit more than one valid proxy appointment in respect of the same share or shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which was received last, none of the proxy appointments in respect of that share or shares shall be valid. 11 Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.
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Alexander Mining plc Annual Report & Accounts 2011
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1 | 22467960_b1 | 22467960 | Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes `For' or `Against' a resolution. The `Discretionary' option is provided to enable you to give discretion to your proxy to vote or abstain from voting on a particular resolution as he or she thinks fit. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the AGM) which may properly come before the AGM. 6 This Proxy Form must be signed by the member or his/her attorney. Where the member is a corporation, the Proxy Form must be executed under its common seal or signed by a duly authorised representative of the corporation, stating their capacity (e.g. director, secretary). In the case of joint holders, any one holder may sign this Proxy Form. The vote of the senior joint holder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the register of members in respect of the joint holding. 7 To be valid, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be completed and returned so as to reach (i) the Company's Registrars in accordance with the reply paid details, (ii) or by hand to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, not less than 48 hours before the time appointed for the meeting. 8 Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company at 6pm. on the day which is two days before the day of the AGM or adjourned meeting. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 9 All alterations made to this Proxy Form must be initialled by the signatory. 10 If you submit more than one valid proxy appointment in |
1 | 22470682_0 | 22470682 | Delivering growth
Annual Report and Accounts 2011 An independent oil and gas development and production company
Sullom Voe Terminal
Shetland Islands
KRAKEN PEIK
Orkney Islands
CRAWFORD CAIRNGORM
KILDRUMMY
Delivering growth
CRATHES, SCOLTY & TORPHINS
Aberdeen
PILOT
ALMA / GALIA
Alma and Galia EnQuest's first new production hub and largest development so far
Page 22
Chief Executive's Report EnQuest has the skills, the scale and the strength to be a powerful development and production company in 2012 and far beyond
Page 8
The EnQuest development machine In Aberdeen, EnQuest has built a centre of excellence for integrated development
Page 26
Growing asset base EnQuest has seven producing fields, with two more under development; at the end of 2011 it had interests in 22 production licences and was the operator of 19 of these
Page 4
technical skills
The Alma/Galia development shows how EnQuest is now a leading force in integrated development
Page 22
operational scale
With a direct workforce of around 300, and 1,300 including offshore contractors, EnQuest has a breadth and depth of expertise matched by few if any UK companies of its size
Page 26
Contents
Overview
1 Highlights 2 At a Glance
Business Review
6 Chairman's Statement 8 Chief Executive's Report 13 Abridged Group Income Statement 14 Q&A with the EnQuest Executive 16 Management of Risks and
Uncertainties 18 Operating Review 21 Oil and Gas Reserves and Resources 22 Skills 26 Scale 28 Strength 30 Financial Review 34 Corporate Social Responsibility
Review
Governance
36 Board of Directors 38 Senior Management 40 Directors' Report 43 Corporate Governance Report 47 Remuneration Report
Financial Statements
52 Statement of Directors' Responsibilities in Relation to the Group Financial Statements
53 Independent Auditor's Report on the Annual Report and Accounts to the Members of EnQuest PLC
54 Group Statement of Comprehensive Income
55 Group Balance Sheet 56 Group Statement of Changes in Equity 57 Group Statement of Cash Flows 58 Notes to the Group Financial
Statements 87 Statement of Directors'
Responsibilities for the Parent Company Financial Statements 88 Independent Auditor's Report to the Members of EnQuest PLC 89 Company Balance Sheet 90 Notes to the Financial Statements 95 Company Information
financial strength
|
1 | 22470682_1 | 22470682 | , and 1,300 including offshore contractors, EnQuest has a breadth and depth of expertise matched by few if any UK companies of its size
Page 26
Contents
Overview
1 Highlights 2 At a Glance
Business Review
6 Chairman's Statement 8 Chief Executive's Report 13 Abridged Group Income Statement 14 Q&A with the EnQuest Executive 16 Management of Risks and
Uncertainties 18 Operating Review 21 Oil and Gas Reserves and Resources 22 Skills 26 Scale 28 Strength 30 Financial Review 34 Corporate Social Responsibility
Review
Governance
36 Board of Directors 38 Senior Management 40 Directors' Report 43 Corporate Governance Report 47 Remuneration Report
Financial Statements
52 Statement of Directors' Responsibilities in Relation to the Group Financial Statements
53 Independent Auditor's Report on the Annual Report and Accounts to the Members of EnQuest PLC
54 Group Statement of Comprehensive Income
55 Group Balance Sheet 56 Group Statement of Changes in Equity 57 Group Statement of Cash Flows 58 Notes to the Group Financial
Statements 87 Statement of Directors'
Responsibilities for the Parent Company Financial Statements 88 Independent Auditor's Report to the Members of EnQuest PLC 89 Company Balance Sheet 90 Notes to the Financial Statements 95 Company Information
financial strength
With a strong balance sheet and strong cash flow generation, combined with its technical skills and operational scale, EnQuest is increasingly becoming the natural partner of choice for major integrated development projects in the UK North Sea
Page 28
OVERVIEW BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS
EnQuest is an oil and gas development and production company: the largest UK independent producer in the UK North Sea.
Delivering strong growth in 2011
· Strong $656.3 million cash flow from operations and $629.1 million EBITDA1, pre-exceptional and fair value adjustments, respective increases on pro-forma2 2010 equivalents of 145.2% and 70.3%
· 2011 production of 23,698 Boepd, up 12.5% on pro-forma2 2010 production, with good production performances from all three production hubs
· Nine wells drilled in 2011, with four production wells brought on stream
· Total end 2011 net 2P reserves were 115.2 MMboe, growth of 30.2% over 2010, with a reserve replacement ratio of 419.4%
2012 and beyond
· Targeting net average production of between 20,000 Boepd and 24,000 |
1 | 22470682_2 | 22470682 | With a strong balance sheet and strong cash flow generation, combined with its technical skills and operational scale, EnQuest is increasingly becoming the natural partner of choice for major integrated development projects in the UK North Sea
Page 28
OVERVIEW BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS
EnQuest is an oil and gas development and production company: the largest UK independent producer in the UK North Sea.
Delivering strong growth in 2011
· Strong $656.3 million cash flow from operations and $629.1 million EBITDA1, pre-exceptional and fair value adjustments, respective increases on pro-forma2 2010 equivalents of 145.2% and 70.3%
· 2011 production of 23,698 Boepd, up 12.5% on pro-forma2 2010 production, with good production performances from all three production hubs
· Nine wells drilled in 2011, with four production wells brought on stream
· Total end 2011 net 2P reserves were 115.2 MMboe, growth of 30.2% over 2010, with a reserve replacement ratio of 419.4%
2012 and beyond
· Targeting net average production of between 20,000 Boepd and 24,000 Boepd in 2012, between 25,000 Boepd and 30,000 Boepd for 2013 and in excess of 40,000 Boepd for 2014
highlights
1 EBITDA is calculated by taking profit/(loss) from operations before tax and finance income/(costs), deducting gain on disposal of asset held for sale (note 14) and adding back depletion (note 10), depreciation (note 10), impairment (note 13 & 15) and write off of tangible and intangible oil and gas assets (note 13 & 15). EBITDA is not a measure of financial performance under IFRS.
2 `Pro-forma' data reflects the results for the calendar year 2010, as if the assets previously owned by Petrofac Limited and Lundin Petroleum AB were owned by EnQuest throughout the period, to allow comparison with the reported results for the 2011 calendar year. This pro-forma data is as originally reported in the 2010 full year results, which are available to view at www.enquest.com.
Cash flow from operations $ million
145.2%
Cash flow from operations 2011 2010
Production Boepd
12.5%
Daily average net export production
2011 2010
|
1 | 22470682_3 | 22470682 | Boepd in 2012, between 25,000 Boepd and 30,000 Boepd for 2013 and in excess of 40,000 Boepd for 2014
highlights
1 EBITDA is calculated by taking profit/(loss) from operations before tax and finance income/(costs), deducting gain on disposal of asset held for sale (note 14) and adding back depletion (note 10), depreciation (note 10), impairment (note 13 & 15) and write off of tangible and intangible oil and gas assets (note 13 & 15). EBITDA is not a measure of financial performance under IFRS.
2 `Pro-forma' data reflects the results for the calendar year 2010, as if the assets previously owned by Petrofac Limited and Lundin Petroleum AB were owned by EnQuest throughout the period, to allow comparison with the reported results for the 2011 calendar year. This pro-forma data is as originally reported in the 2010 full year results, which are available to view at www.enquest.com.
Cash flow from operations $ million
145.2%
Cash flow from operations 2011 2010
Production Boepd
12.5%
Daily average net export production
2011 2010
23,698 21,074
656.3 267.7
2P reserves MMboe
30.2%
Net year end 2P reserves
2011 2010
115.2 88.5
1 EnQuest PLC
Annual Report 2011
at a glance
The EnQuest way
enquest strategy
Turning opportunities into value
The right fit for the right time in the North Sea
· Focused on oil · Targeting maturing assets and
undeveloped oil fields · Control through operatorship
and high working interests · Low decommissioning exposure · Proven acquirer of assets
Focused on skills and execution
· Continuous improvement in HSEQ · Leadership in innovative
developments · Integrated teams · Proven depth in engineering,
subsurface, execution and operations · Innovative and cost efficient development solutions
Focused on development and production Realising the untapped potential in maturing assets and in undeveloped oil fields
Focus on hubs
Near field appraisal and exploration Business development
STRENGTH
SCALE
Focus on hubs Alma and Galia
· Maximising production and exploiting upside potential
· Inf |
1 | 22470682_b0 | 22470682 | (2010: US$9,600) to its auditors in respect of the audit of the financial statements of the Company. 13. Post balance sheet events Refer to note 28 of the Group financial statements.
94 EnQuest PLC Annual Report 2011
COMPANY INFORMATION
Registered Office 4th Floor, Rex House 412 Regent Street London SW1Y 4PE
Secretary Paul Waters
Corporate Brokers J.P. Morgan Cazenove 10 Aldermanbury London EC2V 7RF
Merrill Lynch International 2 King Edward Street London EC1A 1HQ
Auditors Ernst & Young LLP 1 More London Place London SE1 2AF
Legal Advisers to the Company Ashursts Broadwalk House 5 Appold Street London EC2A 2HA
OVERVIEW BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS
Corporate and Financial Public Relations Finsbury Tenter House 45 Moorfields London EC2Y 9AE
EnQuest PLC shares are traded on the London Stock Exchange and on the NASDAQ OMX Stockholm, in both cases using the code `ENQ'.
Registrar Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Swedish Registrar Euroclear Sweden AB Box 7822 SE-103 97 Stockholm SVERIGE
Financial Calendar
30 May 2012
2012 Annual General Meeting
August 2012
2012 Half Year Results
Glossary For a full list of Company definitions, please visit the Glossary in the media section of our website www.enquest.com.
Forward looking statements: This report may contain certain forward looking statements with respect to EnQuest's expectation and plans, strategy, management's objectives, future performance, production, costs, revenues and other trend information. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements and forecasts. The statements have been made with reference to forecast price changes, economic conditions and the current regulatory environment. Nothing in this report should be construed as a profit forecast. Past share performance cannot be relied on as a guide to future performance.
95 EnQuest PLC
Annual Report 2011
Notes
96 EnQuest PLC Annual Report 2011
|
1 | 22470682_b1 | 22470682 | accounted for as share premium.
Merger reserve The Group merger reserve is used to record the difference between the market value of EnQuest shares issued to effect the business combinations less the nominal value of the shares issued.
93 EnQuest PLC
Annual Report 2011
Notes to the financial statements continued For the year ended 31 December 2011
9. Reserves (continued) Cash flow hedge reserve The cash flow hedge reserve represents the cumulative portion of gains or losses on hedging instruments deemed effective in cash flow hedges. Share-based payments reserve The reserve for share-based payments is used to record the value of equity-settled share-based payments awards to employees. Transfers out of this reserve are made upon vesting of the original share awards. Share-based payment plan information is disclosed in note 20 of the Group financial statements. 10. Transactions with directors Details of directors' remuneration are provided in the Directors' Remuneration Report. 11. Related party transactions The Company has taken advantage of the exemption in FRS 8 not to disclose transactions with its wholly owned subsidiaries. There were no other related party transactions during the year (2010: nil). 12. Auditors' remuneration The Company paid US$9,600 (2010: US$9,600) to its auditors in respect of the audit of the financial statements of the Company. 13. Post balance sheet events Refer to note 28 of the Group financial statements.
94 EnQuest PLC Annual Report 2011
COMPANY INFORMATION
Registered Office 4th Floor, Rex House 412 Regent Street London SW1Y 4PE
Secretary Paul Waters
Corporate Brokers J.P. Morgan Cazenove 10 Aldermanbury London EC2V 7RF
Merrill Lynch International 2 King Edward Street London EC1A 1HQ
Auditors Ernst & Young LLP 1 More London Place London SE1 2AF
Legal Advisers to the Company Ashursts Broadwalk House 5 Appold Street London EC2A 2HA
OVERVIEW BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS
Corporate and Financial Public Relations Finsbury Tenter House 45 Moorfields London EC2Y 9AE
EnQuest PLC shares are traded on the London Stock Exchange and on the NASDAQ OMX Stockholm, in both cases using the code `ENQ'.
Registrar Capita Registrars The Registry 34 Beckenham Road Beckenham |
1 | 22644911_0 | 22644911 | ANNUAL REPORT
2012
CORPORATE PROFILE
THUNDERMIN RESOURCES INC. is a Canadian-based mineral exploration company focused on the exploration for and discovery of economically viable base metal and gold deposits in Canada. Thundermin's corporate objective is to become a profitable, producing mining company in the years ahead.
Thundermin currently has an interest in, or the right to acquire an interest in, 12 base metal and gold properties in Canada including the Little Deer property in Newfoundland which hosts two significant copper deposits. Thundermin also has royalty interests in a further 12 base metal and gold properties located in Manitoba, Saskatchewan, Quebec and British Columbia. In total, these properties host three gold deposits and nine base metal deposits as well as other gold and base metal mineralization of significance. Thundermin also has various shareholdings in fifteen other junior resource companies that are actively exploring for base metals, gold, chrome, vanadium-titanium and diamond deposits in Canada.
Thundermin's shares trade on the Toronto Stock Exchange ("TSX") under the symbol "THR".
CORPORATE ACTIVITIES AND HIGHLIGHTS 2012
· Completed a 6,198 m, 14 hole drill program on 100%-owned, past-producing Whalesback copper deposit that extended the deposit to a vertical depth of 625 m below surface.
· Announced a National Instrument 43-101 compliant mineral resource estimate for Little Deer and Whalesback that was prepared by P&E Mining Consultants Inc. On a combined basis, Little Deer and Whalesback are estimated to contain Indicated Resources of 2,708,000 tonnes grading 2.16% Cu (129.1 million lbs. Cu) and Inferred Resources of 4,191,000 tonnes grading 2.07% Cu (191.3 million lbs. Cu).
· Completed borehole Pulse EM surveys on six of 14 holes drilled at Whalesback. Results suggest that there is potential to expand resources at Whalesback to the east, west and at depth.
· Completed the sale of a 6% net profits royalty interest in 16 mineral properties located in Manitoba to Copper Reef Mining Corp. ("Copper Reef") for $35,000 and 750,000 common shares of Copper Reef.
· Announced that it had intersected 2.4% Cu over 0.9 m and 1.7% Cu over 1.0, within a wider zone assaying 0.93% Cu over 5.15 m, and 1 |
1 | 22644911_1 | 22644911 | producing Whalesback copper deposit that extended the deposit to a vertical depth of 625 m below surface.
· Announced a National Instrument 43-101 compliant mineral resource estimate for Little Deer and Whalesback that was prepared by P&E Mining Consultants Inc. On a combined basis, Little Deer and Whalesback are estimated to contain Indicated Resources of 2,708,000 tonnes grading 2.16% Cu (129.1 million lbs. Cu) and Inferred Resources of 4,191,000 tonnes grading 2.07% Cu (191.3 million lbs. Cu).
· Completed borehole Pulse EM surveys on six of 14 holes drilled at Whalesback. Results suggest that there is potential to expand resources at Whalesback to the east, west and at depth.
· Completed the sale of a 6% net profits royalty interest in 16 mineral properties located in Manitoba to Copper Reef Mining Corp. ("Copper Reef") for $35,000 and 750,000 common shares of Copper Reef.
· Announced that it had intersected 2.4% Cu over 0.9 m and 1.7% Cu over 1.0, within a wider zone assaying 0.93% Cu over 5.15 m, and 1.2% Cu over 0.5 m at Taylor's Brook on the Stirling zinc-lead-copper-silver-gold property, Cape Breton Island, Nova Scotia.
Director's Report to Shareholders
Thundermin's primary exploration focus during 2012 was on its Little Deer and Whalesback copper deposits and surrounding exploration lands located approximately 10 km north of Springdale in north-central Newfoundland. Exploration work completed on the Little Deer property by Thundermin and 50% joint venture partner Cornerstone Resources Inc. since 2007 has been successful in defining a National Instrument 43-101 ("NI 43-101") compliant Indicated plus Inferred Mineral Resource of nearly seven million tonnes containing over 2.0% copper (approximately 129.1 M lbs Cu in the Indicated Resource and 191.3 M lbs Cu in the Inferred Resource). The results of a Preliminary Economic Assessment completed on a stand alone basis on Little Deer, by P&E Mining Consultants Inc. in November 2011, demonstrate the potential technical and economic viability of establishing a new, profitable copper mine at Little Deer at current metal prices. The discovery of new copper resources at Whalesback during 2012, because of their proximity to Little Deer, expanded the total mineral resources available for mining in the |
1 | 22644911_2 | 22644911 | .2% Cu over 0.5 m at Taylor's Brook on the Stirling zinc-lead-copper-silver-gold property, Cape Breton Island, Nova Scotia.
Director's Report to Shareholders
Thundermin's primary exploration focus during 2012 was on its Little Deer and Whalesback copper deposits and surrounding exploration lands located approximately 10 km north of Springdale in north-central Newfoundland. Exploration work completed on the Little Deer property by Thundermin and 50% joint venture partner Cornerstone Resources Inc. since 2007 has been successful in defining a National Instrument 43-101 ("NI 43-101") compliant Indicated plus Inferred Mineral Resource of nearly seven million tonnes containing over 2.0% copper (approximately 129.1 M lbs Cu in the Indicated Resource and 191.3 M lbs Cu in the Inferred Resource). The results of a Preliminary Economic Assessment completed on a stand alone basis on Little Deer, by P&E Mining Consultants Inc. in November 2011, demonstrate the potential technical and economic viability of establishing a new, profitable copper mine at Little Deer at current metal prices. The discovery of new copper resources at Whalesback during 2012, because of their proximity to Little Deer, expanded the total mineral resources available for mining in the area which may enhance the overall economics of establishing a new mining operation at Little Deer. Subject to financing, a drilling program is planned for Little Deer during 2013. The purpose of this program will be to expand the overall resource at Little Deer and to commence upgrading the Inferred Resources to the Indicated Resource category which is required in order to undertake a pre-feasibility or feasibility study on Little Deer.
Thundermin continues to maintain the right to increase its interest in the Little Deer Joint Venture to 65% by completing a feasibility study and then to 75% by arranging the necessary bank financing required to place the property into commercial production.
During 2011, Thundermin acquired the right to earn a 100% interest in 404 mineral claims covering 64.6 km2 of the Stirling zinc-lead-copper-silver-gold sulphide belt on Cape Breton Island, Nova Scotia. This highly prospective base metal project is at an early stage of exploration. During 2012, Thundermin completed an initial drill program on the property consisting of 1,888 m of drilling in six holes and intersected 2.4% Cu over 0.9 m and 1.7% Cu over 1.0, within a wider zone assaying 0.93% Cu over 5.15 |
1 | 22644911_3 | 22644911 | area which may enhance the overall economics of establishing a new mining operation at Little Deer. Subject to financing, a drilling program is planned for Little Deer during 2013. The purpose of this program will be to expand the overall resource at Little Deer and to commence upgrading the Inferred Resources to the Indicated Resource category which is required in order to undertake a pre-feasibility or feasibility study on Little Deer.
Thundermin continues to maintain the right to increase its interest in the Little Deer Joint Venture to 65% by completing a feasibility study and then to 75% by arranging the necessary bank financing required to place the property into commercial production.
During 2011, Thundermin acquired the right to earn a 100% interest in 404 mineral claims covering 64.6 km2 of the Stirling zinc-lead-copper-silver-gold sulphide belt on Cape Breton Island, Nova Scotia. This highly prospective base metal project is at an early stage of exploration. During 2012, Thundermin completed an initial drill program on the property consisting of 1,888 m of drilling in six holes and intersected 2.4% Cu over 0.9 m and 1.7% Cu over 1.0, within a wider zone assaying 0.93% Cu over 5.15 m, and 1.2% Cu over 0.5 m at the Taylor's Brook prospect. Subject to financing, a follow-up diamond drilling program is warranted on this property later in 2013.
Thundermin did not participate in any financing activities during 2012 due to difficult market conditions in which to raise equity capital for junior mining companies.
Optioned Properties
During the period 2005 to 2009, Thundermin optioned the Pelletier Lake gold property near Rouyn-Noranda, Quebec; the Scott Lake zinc-copper property near Chibougamau, Quebec; the Gold Hawk gold property near Val d'Or, Quebec; the Blue Quartz gold property in Ontario; the Obalski, Cossette and Ramsey gold properties near Chibougamau, Quebec and the Valdora gold property near Val d'Or, Quebec to Alexis Minerals Corporation now QMX Gold Corporation ("QMX"); Cogitore Resources Inc. ("Cogitore"); Niogold Mining Corporation ("Niogold"); Russet Lake Resources Inc. (now Red Mile Minerals Corp. ("Red Mile")); a private individual ("Optionee"); and Alexandria Minerals Corporation ("Alexandria"), respectively. Exploration programs were carried out on some of |
1 | 22644911_b0 | 22644911 | reduce capital gains. Share issue and financing costs expire from 2013 to 2016. Investment tax credit expire from 2025 - 2031
The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.
The Company's Canadian non-capital income tax losses expire as follows:
2014 2015 2026 2027 2028 2029 2030 2031 2032
$ 488,080 396,890 502,190 451,620 268,730 142,830 300,420
1,895,420 1,479,930
$ 5,926,100
31
Flin Flon Snow Lake
Mishibishu
Joutel
Chibougamau
Kirkland Lake Timmins
Wawa
Matagami Val d'Or Rouyn-Noranda
Toronto
Little Deer Whalesback
St. John's
32
CORPORATE INFORMATION
DIRECTORS
John M. Arnold * Mining Executive, Guelph
James W. Gill* Mining Consultant, Toronto
Hugh D. Harbinson Business Consultant, Toronto
John B. Heslop President and Chief Executive Officer, Thundermin Resources Inc., Burlington
Peter McCarter* Retired Mining Consultant, Toronto
* Member of Audit Committee
OFFICERS
James W. Gill Chairman of the Board
John B. Heslop President and Chief Executive Officer
Robert D. B. Suttie Chief Financial Officer
Susan Smith Secretary
HEAD OFFICE
Suite 300 133 Richmond Street West Toronto, Ontario M5H 2L3 Telephone: 647-344-1167 Email: info@thundermin.com Website: www.thundermin.com
Auditors MSCM LLP, Toronto
Legal Counsel Heenan Blaikie, Toronto
Registrar & Transfer Agent Equity Financial Trust Company, Toronto
Stock Exchange Listing Toronto Stock Exchange (TSX) Symbol THR
Suite 300, 133 Richmond Street West, Toronto, Ontario M5H 2L3 Telephone: 647-344-1167; Email: info@thundermin.com
www.thundermin.com Toronto Stock Exchange (TSX) symbol THR
|
1 | 22644911_b1 | 22644911 |
2011 $
(154,971) (154,971)
The 2012 statutory tax rate of 26.5% differs from the 2011 statutory tax rate of 30% because of the reduction in federal and provincial substantively enacted tax rates.
Deferred Income Taxes Deferred income taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred income tax assets have not been recognized in respect of the following deductible temporary differences:
2012
2011
$
$
Non-capital losses carried forward Capital Losses Mineral properties Share issuance costs Mining investment tax credit Property, plant and equipment Marketable Securities Intangible assets
5,926,100 5,131,460 15,655,700
101,210 71,320 22,310 189,520 122,140
4,449,318 5,131,462 18,258,018
126,238 72,577 29,601
131,335
The Canadian non-capital loss carry forwards expire as noted in the table below.
The net capital loss carry forward may be carried forward indefinitely, but can only be used to reduce capital gains. Share issue and financing costs expire from 2013 to 2016. Investment tax credit expire from 2025 - 2031
The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.
The Company's Canadian non-capital income tax losses expire as follows:
2014 2015 2026 2027 2028 2029 2030 2031 2032
$ 488,080 396,890 502,190 451,620 268,730 142,830 300,420
1,895,420 1,479,930
$ 5,926,100
31
Flin Flon Snow Lake
Mishibishu
Joutel
Chibougamau
Kirkland Lake Timmins
Wawa
Matagami Val d'Or Rouyn-Noranda
Toronto
Little Deer Whalesback
St. John's
32
CORPORATE INFORMATION
DIRECTORS
John M. Arnold * Mining Executive, Guelph
James W. Gill |
1 | 22652400_0 | 22652400 | Foraco International
2012 Annual Report
A global leader
23 countries across five continents.
Foraco International SA (TSX: FAR) is a leading global mineral drilling services company that provides a comprehensive and reliable service offering in mining and water projects. Supported by its founding values of integrity, innovation and involvement, Foraco has grown into the third largest global drilling
enterprise with a presence in 23 countries across five continents.
2 Foraco International Annual Report 2012
Foraco International Annual Report 2012 3
Mining
Mining is a cyclical industry.
The success of a mining company is dependent on their ability to maintain a sustainable pipeline of profitable projects to meet demand in the short, mid and long term. Whether this is to develop
new projects through exploration and feasibility studies or extending current reserves through life of mine activities, drilling plays a critical role. As ore grades decline drilling also becomes instrumental in defining and securing resources for future production. Each stage of mine life has an inherent cycle and their combination results in a cyclical industry where long term success
requires diversification of services, commodities and geography.
4 Foraco International Annual Report 2012
Reverse circulation Diamond core Rotary Down-the-hole hammer Direct circulation Air core Rotary air blast
Foraco International Annual Report 2012 5
water
50 years of water well drilling.
Foraco has extensive experience drilling for water. We focus on drilling water wells for people and also drilling for water in mines. In both activities, larger and deeper wells are becoming more frequent
in accessing water tables, or ensuring the dewatering of a mine. Water is a vital commodity, and Foraco's standard practice of utilizing safe and environmentally friendly techniques, has made us
world leaders in this field.
6 Foraco International Annual Report 2012
Reverse circulation Rotary Down-the-hole hammer Direct circulation Casing while drilling
Foraco International Annual Report 2012 7
Drilling Solutions
Bestinclass safety standards.
Foraco offers best-in-class safety standards, supported by a professional and well-trained international work force. Our practices and procedures have been honed through extensive global
drilling experience in geologically complex formations and extreme natural terrain, Foraco has developed customized sophisticated drilling solutions to meet the needs of our customers. Including;
deep directional drilling, hydrogeological drilling, metallurgical sampling and large diameter drilling.
8 Foraco International |
1 | 22652400_1 | 22652400 | circulation Air core Rotary air blast
Foraco International Annual Report 2012 5
water
50 years of water well drilling.
Foraco has extensive experience drilling for water. We focus on drilling water wells for people and also drilling for water in mines. In both activities, larger and deeper wells are becoming more frequent
in accessing water tables, or ensuring the dewatering of a mine. Water is a vital commodity, and Foraco's standard practice of utilizing safe and environmentally friendly techniques, has made us
world leaders in this field.
6 Foraco International Annual Report 2012
Reverse circulation Rotary Down-the-hole hammer Direct circulation Casing while drilling
Foraco International Annual Report 2012 7
Drilling Solutions
Bestinclass safety standards.
Foraco offers best-in-class safety standards, supported by a professional and well-trained international work force. Our practices and procedures have been honed through extensive global
drilling experience in geologically complex formations and extreme natural terrain, Foraco has developed customized sophisticated drilling solutions to meet the needs of our customers. Including;
deep directional drilling, hydrogeological drilling, metallurgical sampling and large diameter drilling.
8 Foraco International Annual Report 2012
Foraco International Annual Report 2012 9
MAIN
Continuous Safety focus
Lost Time Injury Frequency Rates
Total Recordable Incident Frequency
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
Engineering Focus
Nearly 25% of Foraco's rigs were designed in house
consisting today of 12 distinct designs. These proprietary rig designs increase safety and productivity and can be customized for specific clients needs.
10 Foraco International Annual Report 2012
FACTS
308
Drill Rigs
3,300 $367.5 $83.1
Employees
Million Revenue FY 2012
Dividend declared CAD 5.5 cents per share in 2013.
*Subject to the approval of the General Meeting to be held on May 22, 2013.
Million EBITDA 2012
23% of Revenue
global footprint
Presence in 23 countries on 5 continents
NORTH AMERICA
Canada, United States
TIN AMERICA
Argentina, Chile, Mexico, Peru
BRAZIL
ASIA PACIFIC
Australia, New |
1 | 22652400_2 | 22652400 | Annual Report 2012
Foraco International Annual Report 2012 9
MAIN
Continuous Safety focus
Lost Time Injury Frequency Rates
Total Recordable Incident Frequency
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
Engineering Focus
Nearly 25% of Foraco's rigs were designed in house
consisting today of 12 distinct designs. These proprietary rig designs increase safety and productivity and can be customized for specific clients needs.
10 Foraco International Annual Report 2012
FACTS
308
Drill Rigs
3,300 $367.5 $83.1
Employees
Million Revenue FY 2012
Dividend declared CAD 5.5 cents per share in 2013.
*Subject to the approval of the General Meeting to be held on May 22, 2013.
Million EBITDA 2012
23% of Revenue
global footprint
Presence in 23 countries on 5 continents
NORTH AMERICA
Canada, United States
TIN AMERICA
Argentina, Chile, Mexico, Peru
BRAZIL
ASIA PACIFIC
Australia, New Caledonia, Singapore
EUROPE, MIDDLE EAST, AFRICA
Russia, Kazakhstan, France, Germany, England, Burkina Faso, Chad, Republic of Congo, Ivory Coast, Ghana, Guinea, Mali, Niger
Foraco International Annual Report 2012 11
financial
PrPorfoifitatabbllee OOppeerraattiioonnss
In US$ Million Revenue E B I T DA*
EBITDA %
FY 2008 128.2 32.9 25.7%
FY 2009 119.4 33.5 28.1%
FY 2010 164.0 37.8 23.0%
FY 2011 301.1 73.3 24.3%
FY 2012 367.5 83.1 22.6%
Net Profit
15.5
13.8
11.3
30.4
30.4
Number of Rigs
115
119
180
192
308
$ Million
AnnuAnanluaRl ReevveennueuGeroGwrthowth
$367.5 375
|
1 | 22652400_3 | 22652400 | Caledonia, Singapore
EUROPE, MIDDLE EAST, AFRICA
Russia, Kazakhstan, France, Germany, England, Burkina Faso, Chad, Republic of Congo, Ivory Coast, Ghana, Guinea, Mali, Niger
Foraco International Annual Report 2012 11
financial
PrPorfoifitatabbllee OOppeerraattiioonnss
In US$ Million Revenue E B I T DA*
EBITDA %
FY 2008 128.2 32.9 25.7%
FY 2009 119.4 33.5 28.1%
FY 2010 164.0 37.8 23.0%
FY 2011 301.1 73.3 24.3%
FY 2012 367.5 83.1 22.6%
Net Profit
15.5
13.8
11.3
30.4
30.4
Number of Rigs
115
119
180
192
308
$ Million
AnnuAnanluaRl ReevveennueuGeroGwrthowth
$367.5 375
CAGR= 34%
$301.1
300
225
150
$128.2
75
$119.4
$164.0
0 FY 2008
FY 2009
FY 2010
FY 2011
FY 2012
12 Foraco International Annual Report 2012
highlights
Region, Commodity & Customer Base
35% Latin America
17% North America
25% 9%
EMEA Asia Pacific *
14% Brazil *
* JND 1 month consolidated and Servitec 8 months consolidated
39% Gold 26% Copper 9% Iron 9% Nickel 3% Water
4% Uranium 4% Coal 2% Oil & Gas 1% Potash 3% Base Metals
83%
Majors and Multinational Institutions
17% Juniors
Foraco International Annual Report 2012 13
board of directors
Daniel Simoncini Chairman and Co-CEO
Claude Durocher COO
Jean-Pierre Charmensat Co-CEO and CFO
Bruno Chabas Director
Gonzalo Van |
1 | 22652400_b0 | 22652400 | 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................................................................................
66 Notes
Shareholder Information
Corporate Head Office
26 Plage de L'Estaque 13016 Marseille, France T: +33.(0)4.96.15.13.60 F: +33.(0)4.96.15.13.61 www.foraco.com
Board of Directors
Daniel Simoncini (Chairman) Jean Paul Camus Bruno Chabas Jean-Pierre Charmensat Warren Holmes Jorge Hurtado Gonzalo Van Wersch
Transfer Agent
Computershare Trust Company of Canada 510 Burrard Street Vancouver, BC V6C 3B9
Auditors
PricewaterhouseCoopers
Legal Counsel
Fasken Martineau DuMoulin LLP
Market Data
Shares of Foraco International S.A. are listed on the Toronto Stock Exchange under the symbol FAR
Annual General Meeting
May 22, 2013, at 10:00am 26, Plage de L'Estaque 13016 Marseille, France
Investor Contact
Sonia Tercas, Manager, Investor Relations Voice: 647 351 5483 Mobile: 647 822 6085 Email: tercas@foraco.com
Shareholder Information 67
Integrity.
We run our business with the highest level of integrity and this value is embedded in all of our daily operations, from the field
to our corporate offices.
Innovation.
The global economic, political and geographic landscape is constantly changing and as a result, so is our work environment.
Involvement.
A winning culture and entrepreneurial spirit are two of our key differentiators in the insudtry.
We practice a fluid bottom-uptop-down communication.
Foraco International 26 Plage de l'Estaque 13016 Marseille, France
www.foraco.com
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1 | 22652400_b1 | 22652400 | 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Notes 65
Notes
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66 Notes
Shareholder Information
Corporate Head Office
26 Plage de L'Estaque 13016 Marseille, France T: +33.(0)4.96.15.13.60 F: +33.(0)4.96.15.13.61 www.foraco.com
Board of Directors
Daniel Simoncini (Chairman) Jean Paul Camus Bruno Chabas Jean-Pierre Charmensat Warren Holmes Jorge Hurtado Gonzalo Van Wersch
Transfer Agent
Computershare Trust Company of Canada 510 Burrard Street Vancouver, BC V6C 3B9
Auditors
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1 | 22693417_0 | 22693417 | SERICA ENERGY PLC 2012
ANNUAL REPORT AND ACCOUNTS
Company Number: 5450950
- 1 -
CHAIRMAN'S STATEMENT
Dear Shareholder
Serica started 2012 in pursuit of four main objectives; to complete the farm-out of the Luderitz Basin blocks in Namibia, to undertake the large 3D seismic acquisition programme over those blocks, to secure farm-outs for each of our two blocks offshore Morocco and to reach an agreement with BG to enable development work to commence on the Columbus field in the North Sea.
Although we have recently run into a need to revise our plans for Columbus, we achieved all of the above objectives set for the year. The Luderitz Basin blocks were farmed out to BP and we successfully completed the 4,180 square kilometre 3D survey, the Moroccan blocks were farmed out to Cairn and Genel respectively and agreement was reached with BG on the cost sharing and transportation agreements to allow Columbus to proceed; sufficient that we went out to tender for the sub-sea work in March this year.
Throughout the year we made very good progress and did so against the backdrop of a strict control of costs which now sees Serica as having boosted its efficiencies and productivity with amongst the lowest G&A costs in its peer group.
This year, our targets are to strengthen the gains of last year; to bring Columbus to project sanction and complete the financing arrangements, which had reached an advanced stage, to complete the interpretation of the large Namibian seismic survey, ontrack for mid-year, to see drilling commence in Morocco, scheduled to take place in the fourth quarter, and to achieve a strategic partnership for operations in our Rockall and Slyne Basin blocks offshore Ireland, which is beginning to attract industry interest and where we see great potential.
The decision taken by BG in early April this year not to proceed with the Bridge Linked Platform (BLP) to Lomond has clearly impacted our Columbus plans. Discussions are taking place with BG with a view to connecting Columbus directly to the Lomond platform, thereby securing an alternative export route which would require a minimum of re-engineering. There does not appear to be any technical reason why this should not be possible. However, the outcome will rest on whether we are able to agree reasonable commercial terms in the time frame. Discussions are ongoing but the company is also reviewing alternative routes for the export of gas and liquids production from Columbus should agreement with BG |
1 | 22693417_1 | 22693417 | iencies and productivity with amongst the lowest G&A costs in its peer group.
This year, our targets are to strengthen the gains of last year; to bring Columbus to project sanction and complete the financing arrangements, which had reached an advanced stage, to complete the interpretation of the large Namibian seismic survey, ontrack for mid-year, to see drilling commence in Morocco, scheduled to take place in the fourth quarter, and to achieve a strategic partnership for operations in our Rockall and Slyne Basin blocks offshore Ireland, which is beginning to attract industry interest and where we see great potential.
The decision taken by BG in early April this year not to proceed with the Bridge Linked Platform (BLP) to Lomond has clearly impacted our Columbus plans. Discussions are taking place with BG with a view to connecting Columbus directly to the Lomond platform, thereby securing an alternative export route which would require a minimum of re-engineering. There does not appear to be any technical reason why this should not be possible. However, the outcome will rest on whether we are able to agree reasonable commercial terms in the time frame. Discussions are ongoing but the company is also reviewing alternative routes for the export of gas and liquids production from Columbus should agreement with BG turn out not to be possible.
We have made very good progress elsewhere. In Namibia we are well advanced with the interpretation of the 3D seismic data acquired last year. Early indicators are very encouraging with very large prospects clearly identified at several levels comprising both four-way dip closed structures and large turbidite channel sand formations. Further encouragement has been received from a recent third party well drilled offshore in the north of Namibia which has recovered good quality oil and, importantly, has demonstrated the presence of deeper, mature source rocks at a level capable of charging the prospects in Serica's blocks. Following completion of the full processing and interpretation of all results we shall be discussing with BP and partners the evidence to support an early drilling campaign and we will be making a decision in the second half of this year.
In Morocco we are participating in a well to be drilled by Cairn in the offshore Foum Draa block in the last quarter of this year and a second well to be drilled by Genel in the neighbouring Sidi Moussa block early next year. Both wells and our Namibia licence, on all of which we are largely carried, are high impact so we have a pretty eventful few months ahead of us.
- 2 -
As |
1 | 22693417_2 | 22693417 | turn out not to be possible.
We have made very good progress elsewhere. In Namibia we are well advanced with the interpretation of the 3D seismic data acquired last year. Early indicators are very encouraging with very large prospects clearly identified at several levels comprising both four-way dip closed structures and large turbidite channel sand formations. Further encouragement has been received from a recent third party well drilled offshore in the north of Namibia which has recovered good quality oil and, importantly, has demonstrated the presence of deeper, mature source rocks at a level capable of charging the prospects in Serica's blocks. Following completion of the full processing and interpretation of all results we shall be discussing with BP and partners the evidence to support an early drilling campaign and we will be making a decision in the second half of this year.
In Morocco we are participating in a well to be drilled by Cairn in the offshore Foum Draa block in the last quarter of this year and a second well to be drilled by Genel in the neighbouring Sidi Moussa block early next year. Both wells and our Namibia licence, on all of which we are largely carried, are high impact so we have a pretty eventful few months ahead of us.
- 2 -
As I mentioned above, Serica has taken major steps to control all expenditures and we have been able to run the Company through a very successful programme of farm-outs and disposals of non-core assets. In addition to our Namibian and Moroccan farm-outs we also farmed-out an interest in North Sea Block 22/19c and have agreed a farm-out of the Doyle prospect in the East Irish Sea. The combination of these efforts has resulted in shareholders having exposure to a major drilling programme in emerging frontier areas at minimum cost and risk.
During this period we have also benefitted from cash flow derived from the Kambuna field production in Indonesia. This field is now coming to the end of its commercial life and we expect to hand the production facilities over to Pertamina in June or July.
With cessation of Kambuna production the Directors are reviewing the Company's limited working capital position and the longer term need to develop our wider asset base and provide financial capacity for future years. The good progress that we had made with BG on the development of the Columbus field was intended to provide the basis to take the Company through to its next stage and financing arrangements were well in hand to enable us to achieve this. However, the current uncertainty created by |
1 | 22693417_3 | 22693417 | I mentioned above, Serica has taken major steps to control all expenditures and we have been able to run the Company through a very successful programme of farm-outs and disposals of non-core assets. In addition to our Namibian and Moroccan farm-outs we also farmed-out an interest in North Sea Block 22/19c and have agreed a farm-out of the Doyle prospect in the East Irish Sea. The combination of these efforts has resulted in shareholders having exposure to a major drilling programme in emerging frontier areas at minimum cost and risk.
During this period we have also benefitted from cash flow derived from the Kambuna field production in Indonesia. This field is now coming to the end of its commercial life and we expect to hand the production facilities over to Pertamina in June or July.
With cessation of Kambuna production the Directors are reviewing the Company's limited working capital position and the longer term need to develop our wider asset base and provide financial capacity for future years. The good progress that we had made with BG on the development of the Columbus field was intended to provide the basis to take the Company through to its next stage and financing arrangements were well in hand to enable us to achieve this. However, the current uncertainty created by BG's decision to cancel the BLP has disrupted these financing plans.
The year-end net cash balance of US$22.3 million, coupled with the major benefits of the Company's farm-out efforts in 2012 and control over overhead costs, is sufficient to meet the Company's projected cash requirements to the end of 2013 on the current programme. The Board is examining a range of strategic options to address the resources needed to secure the full potential of the Company's assets and provide for future growth for the period beyond that date. In reviewing the alternatives it is the Board's objective not only to secure the finance to underpin the growth of its business into 2014 and future years but also to protect and enhance the value of the Company's assets and to maximise the value to the benefit of shareholders.
We shall be providing shareholders with an update of the Company's activities at the forthcoming Annual General Meeting to be held on 27 June 2013 when I would hope to be able to report on further progress with the Columbus project. I and my Board colleagues look forward to receiving shareholder input at that time.
During the year we had two non-executive changes with Jonathan Cartwright leaving the Board in June and Jeffrey Harris joining the Board in December following the purchase of a 13. |
1 | 22693417_b0 | 22693417 |
(0.9) (0.4)
At 31 December 2012
1.6 23.1
0.0
0.3
1.6 23.4
5.5
Proved developed
-
-
0.0
0.3
0.0
0.3
0.1
Proved undeveloped
0.9 12.9
-
-
0.9 12.9
3.0
Probable developed
-
-
-
-
-
-
-
Probable undeveloped
0.7 10.2
-
-
0.7 10.2
2.4
At 31 December 2012
1.6 23.1
0.0
0.3
1.6 23.4
5.5
Proved and probable reserves are based on independent reports prepared by consultants Netherland, Sewell & Associates (for the Columbus Field in the UK North Sea) in accordance with the reserve definitions of the Canadian Oil and Gas Evaluation Handbook. Gas reserves at 31 December 2012 have been converted to barrels of oil equivalent using a factor of 6.0 bcf per mmboe for Western Europe (Columbus field reserves) on the basis of a nominal gas calorific value of 1,000 BTU per cubic foot.
Proved and probable reserves for the Kambuna Field in Indonesia in the table above, as at 1 January 2012, are based on independent reports prepared by consultants RPS Energy in accordance with the reserve definitions of the Canadian Oil and Gas Evaluation Handbook. Gas reserves at 1 January 2012 and 31 December 2012 have been converted to barrels of oil equivalent using a factor of 4.8 bcf per mmboe for Indonesia (Kambuna field reserves) on the basis of a nominal gas calorific value of 1,240 BTU per cubic foot.
In view of the expected field shut-in and handover to Pertamina in Q3 2013, remaining economic hydrocarbon reserves as at 31 December 2012 are of an immaterial level, equating to the estimated levels of declining production in the remaining months of 2013 prior to handover. Accordingly no independent reserves audit has been performed in 2012.
- 94 -
|
1 | 22693417_b1 | 22693417 | and with BG and all parties believe this to be a technically viable alternative. The impact on the Columbus sub-sea development programme and timetable would be minimal on this basis but the success of this option depends upon being able to agree reasonable commercial terms in the required time frame. Discussions are ongoing but the company is also reviewing several other offtake options.
- 93 -
Group Proved plus Probable Reserves Unaudited
Western Europe
Oil
Gas
mmbbl
bcf
Indonesia
Oil
Gas
mmbbl
bcf
Total Oil
mmbbl
Total Gas bcf
Total Oil & gas
mmboe
At 1 January 2012
1.6 23.6
0.3
4.4
1.9 28.0
6.8
Revisions Production
- (0.5)
-
-
(0.2) (0.1)
(2.7) (1.4)
(0.2) (0.1)
(3.2) (1.4)
(0.9) (0.4)
At 31 December 2012
1.6 23.1
0.0
0.3
1.6 23.4
5.5
Proved developed
-
-
0.0
0.3
0.0
0.3
0.1
Proved undeveloped
0.9 12.9
-
-
0.9 12.9
3.0
Probable developed
-
-
-
-
-
-
-
Probable undeveloped
0.7 10.2
-
-
0.7 10.2
2.4
At 31 December 2012
1.6 23.1
0.0
0.3
1.6 23.4
5.5
Proved and probable reserves are based on independent reports prepared by consultants Netherland, Sewell & Associates (for the Columbus Field in the UK North Sea) in accordance with the reserve definitions |
1 | 22888545_0 | 22888545 |
AUDITED
FINANCIAL
STATEMENTS
&
MANAGEMENT'S
DISCUSSION
&
ANALYSIS
FOR
THE
YEAR
ENDED
DECEMBER
31,
2013
REGISTERED NUMBER: 05904885 (ENGLAND AND WALES)
REPORT OF THE DIRECTORS AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 FOR VERDE POTASH PLC
VERDE POTASH PLC CONTENTS OF THE FINANCIAL STATEMENTS
Company information Strategic report Report of the directors Directors' responsibilities Corporate governance report Independent auditor's report Consolidated statement of comprehensive income Statements of financial position Statements of cash flows Consolidated statement of changes in equity Company statement of changes in equity Notes to the group financial statements
Page 1 2 11 13 14 15 17 18 19 20 21 22
VERDE POTASH PLC COMPANY INFORMATION FOR THE YEAR ENDED 31 DECEMBER 2013
Directors: Secretary: Registered office:
Registered number: Auditor:
Renato Couto Gomes Getulio Lamartine de Paula Fonseca Alysson Paulinelli Cristiano Veloso
Iwona Zakrzewski
Salatin House 19 Cedar Road Sutton Surrey SM2 5DA
5904885 (England and Wales)
BDO LLP 55 Baker Street London W1U 7EU
Page 1
VERDE POTASH PLC
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2013
PRINCIPAL ACTIVITIES
The principal activity and primary function of the Group is the development of mineral properties in Brazil. The principal activity of the Company is that of a holding company.
REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS
The Group continued its development activities on the Cerrado Verde Potash Project ("Cerrado Verde") located in the state of Minas Gerais in Central Brazil announcing a new plan comprised of two phases, premised on the technical practicality of the project's staged scale-up in order to reduce risk and to accelerate cash flow generation from its large potash resource in Brazil.
Given the stage of the Group's operations the Board regards the progress towards bringing Cerr |
1 | 22888545_1 | 22888545 | : Auditor:
Renato Couto Gomes Getulio Lamartine de Paula Fonseca Alysson Paulinelli Cristiano Veloso
Iwona Zakrzewski
Salatin House 19 Cedar Road Sutton Surrey SM2 5DA
5904885 (England and Wales)
BDO LLP 55 Baker Street London W1U 7EU
Page 1
VERDE POTASH PLC
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2013
PRINCIPAL ACTIVITIES
The principal activity and primary function of the Group is the development of mineral properties in Brazil. The principal activity of the Company is that of a holding company.
REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS
The Group continued its development activities on the Cerrado Verde Potash Project ("Cerrado Verde") located in the state of Minas Gerais in Central Brazil announcing a new plan comprised of two phases, premised on the technical practicality of the project's staged scale-up in order to reduce risk and to accelerate cash flow generation from its large potash resource in Brazil.
Given the stage of the Group's operations the Board regards the progress towards bringing Cerrado Verde into production to be the Key Performance Indicator in measuring the Group's progress and future success.
The Group incurred $4,846,000 (2012: $8,268,000) of deferred exploration costs during the year and made an operating loss of $4,204,000 (2012: $7,555,000) and a net loss of $3,717,000 (2012: $6,847,000) for the year.
Cerrado Verde
During 2008 the Group staked a large mineral occurrence of a potassium silicate rock, that is believed to be uniquely suited to Brazil's domestic fertilizer needs.
The Group plans to produce a new fertilizer product, ThermoPotash, as well as a conventional fertilizer product, potassium chloride ("KCl"), from its potassium silicate ore. The main potash-bearing minerals of the rock are microcline-orthoclase and muscovite-fengite with potassium oxide ("K2O") contents ranging from 5% to 12%. The Group has developed a new route to produce ThermoPotash and KCl from the potassium silicate using pyrometallurgical processes. ThermoPotash is a controlled-release |
1 | 22888545_2 | 22888545 | ado Verde into production to be the Key Performance Indicator in measuring the Group's progress and future success.
The Group incurred $4,846,000 (2012: $8,268,000) of deferred exploration costs during the year and made an operating loss of $4,204,000 (2012: $7,555,000) and a net loss of $3,717,000 (2012: $6,847,000) for the year.
Cerrado Verde
During 2008 the Group staked a large mineral occurrence of a potassium silicate rock, that is believed to be uniquely suited to Brazil's domestic fertilizer needs.
The Group plans to produce a new fertilizer product, ThermoPotash, as well as a conventional fertilizer product, potassium chloride ("KCl"), from its potassium silicate ore. The main potash-bearing minerals of the rock are microcline-orthoclase and muscovite-fengite with potassium oxide ("K2O") contents ranging from 5% to 12%. The Group has developed a new route to produce ThermoPotash and KCl from the potassium silicate using pyrometallurgical processes. ThermoPotash is a controlled-release, non-chloride, multi-nutrient fertilizer that is ideally suited for Brazilian soils. It is a new product, which is expected to compete with other premium, multinutrient, non-chloride fertilizers currently in the Brazilian market, such as potassium sulphate ("SOP") and potassium nitrate ("NOP"). ThermoPotash delivers potassium without the negative effects of chlorine, while the limestone content addresses the high acidity of Brazil's soils. The Group has announced the results of the Preliminary Economic Assessments ("PEA") for the development of ThermoPotash and KCl products.
On May 13, 2013, the Group announced that it has processed a total of more than 120 tonnes of potassium silicate ore feedstock between its own pilot plant in Belo Horizonte, Brazil, and FLSmidth's facility in Allentown, PA, USA. The Group and its third party engineers have agreed on all key-operating parameters for the potassium silicate to KCl process including kiln residence time, process temperature and the specific mix of potassium silicate and reagents. In a subsequent announcement on August 16, 2013, the Group clarified that FLSmidth has offered to provide performance guarantees on kilns |
1 | 22888545_3 | 22888545 | , non-chloride, multi-nutrient fertilizer that is ideally suited for Brazilian soils. It is a new product, which is expected to compete with other premium, multinutrient, non-chloride fertilizers currently in the Brazilian market, such as potassium sulphate ("SOP") and potassium nitrate ("NOP"). ThermoPotash delivers potassium without the negative effects of chlorine, while the limestone content addresses the high acidity of Brazil's soils. The Group has announced the results of the Preliminary Economic Assessments ("PEA") for the development of ThermoPotash and KCl products.
On May 13, 2013, the Group announced that it has processed a total of more than 120 tonnes of potassium silicate ore feedstock between its own pilot plant in Belo Horizonte, Brazil, and FLSmidth's facility in Allentown, PA, USA. The Group and its third party engineers have agreed on all key-operating parameters for the potassium silicate to KCl process including kiln residence time, process temperature and the specific mix of potassium silicate and reagents. In a subsequent announcement on August 16, 2013, the Group clarified that FLSmidth has offered to provide performance guarantees on kilns that can process 3,000 tonnes per day ("tpd") for the Group's potassium silicate to KCl process, instead of 12,000 tpd, that would be commensurate with uncertainties and risks that are inherent in a first-time scale-up from a laboratory pilot unit. To receive similar guarantees on a 12,000 tpd kiln, and to mitigate both ramp-up and scale-up risks, the Group expects to run an intermediate scale plant.
The Group also announced that Veolia Water, a leading supplier of evaporation and crystallization technologies, has completed all necessary testing and is ready to supply evaporation and crystallization equipment at any scale Verde desires for its commercial plant.
Page 2
VERDE POTASH PLC
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2013
REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS (CONTINUED)
On August 21, 2013, the Group announced its new strategic plan to advance the Cerrado Verde Potash Project. This new strategy replaces the Group's previous plan to proceed directly towards the implementation of a capital intensive, larger scale, production facility. Verde's new plan is premised on |
1 | 22888545_b0 | 22888545 | , be able to obtain any needed capital by a new offering of securities on terms more favourable than those provided by the outstanding rights. In some circumstances, the increase in the number of Ordinary Shares issued and outstanding and the possibility of sales of such shares may have a depressive effect on the price of the Ordinary Shares. In addition, as a result of such additional Ordinary Shares, the voting power of the Group's existing shareholders may be diluted.
Future Sales of Ordinary Shares by Existing Shareholders Sales of a large number of Ordinary Shares in the public markets, or the potential for such sales, could decrease the trading price of the Ordinary Shares and could impair the Group's ability to raise capital through future sales of Ordinary Shares.
Conflicts of Interest Directors of the Group are or may become directors of other reporting companies or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Group may participate, the directors of the Group may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. The Group and its directors attempt to minimise such conflicts. In the event that such a conflict of interest arises at a meeting of the directors of the Group, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Group will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. The directors of the Group are required to act honestly, in good faith and in the best interests of the Group. In determining whether or not the Group will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to the Group, the degree of risk to which the Group may be exposed and its financial position at that time.
Dependence on New Process Development for a Potash Fertilizer Product The Group's future performance will depend on its ability to develop and implement a new process to produce a potash fertilizer product. There is no guarantee that the proposed process being tested by the Group will be successful. In such a scenario, there could be a material adverse effect on the Group's business and financial condition.
Further information
Additional information relating to the Group can be found on SEDAR at www.sedar.com and on the Group's web site at www.verdepotash.com.
22
|
1 | 22888545_b1 | 22888545 |
No History of Earnings The Group has no history of earnings, and there is no assurance that any of the properties it now or may hereafter acquire or obtain an interest in will generate earnings, operate profitably, or provide a return on investment in the future. The Group has not generated operating revenue since incorporation. Management anticipates that the Group will experience net losses as a result of on-going exploration and general corporate and administrative costs and expenses until such time as revenue generating activity is commenced.
Dilution The Group currently has 2,925,745 share options and 222,868 brokers' warrants outstanding. To the extent the Group should, in future, issue any warrants, additional options, convertible securities or other similar rights, the holders of such securities will have the opportunity to profit from a rise in the market price of the Ordinary Shares with a resulting dilution in the equity interest of any persons who become holders of Ordinary Shares. The Group's ability to obtain additional financing during the period such rights are outstanding may be adversely affected and the existence of the rights may have an adverse effect on the price of the Ordinary Shares. The holders of warrants, options and other rights may exercise such securities at a time when the Group would, in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favourable than those provided by the outstanding rights. In some circumstances, the increase in the number of Ordinary Shares issued and outstanding and the possibility of sales of such shares may have a depressive effect on the price of the Ordinary Shares. In addition, as a result of such additional Ordinary Shares, the voting power of the Group's existing shareholders may be diluted.
Future Sales of Ordinary Shares by Existing Shareholders Sales of a large number of Ordinary Shares in the public markets, or the potential for such sales, could decrease the trading price of the Ordinary Shares and could impair the Group's ability to raise capital through future sales of Ordinary Shares.
Conflicts of Interest Directors of the Group are or may become directors of other reporting companies or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Group may participate, the directors of the Group may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. The Group and its directors attempt to minimise such conflicts. In the event that such a conflict of interest arises at a meeting of the directors of the Group, |
1 | 22907045_0 | 22907045 | THE INTERTAIN GROUP LIMITED ANNUAL INFORMATION FORM FOR THE YEAR ENDED
OCTOBER 31, 2013
DATED JUNE 13, 2014
THE INTERTAIN GROUP LIMITED
INTRODUCTION
All capitalized terms used in this AIF but not otherwise defined herein have the meanings set forth under "Glossary of Terms". Information contained in this AIF is given as of October 31, 2013 unless otherwise specifically stated. The Corporation subsequently completed its Qualifying Transaction on February 11, 2014 and certain information has been updated accordingly.
FORWARD-LOOKING STATEMENTS
This AIF contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include discussions with respect to the future prospects of the Corporation's business and the intention to grow the business and operations of the Corporation. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this AIF. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the ability of the Corporation to obtain necessary financing,, the economy generally; consumer interest in the services and products of the Corporation, competition, and anticipated and unanticipated costs. Such statements could also be materially affected by the impact of general imprecision of environmental risks, environmental regulation, taxation policies, competition, the lack of available and qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal or external sources. Actual results, performance or achievement could differ materially from those expressed herein. While the Corporation anticipates that subsequent events and developments may cause its views to change, the Corporation, except as required by law, specifically disclaims any obligation to update these forwardlooking statements. These forward- |
1 | 22907045_1 | 22907045 | achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include discussions with respect to the future prospects of the Corporation's business and the intention to grow the business and operations of the Corporation. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this AIF. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the ability of the Corporation to obtain necessary financing,, the economy generally; consumer interest in the services and products of the Corporation, competition, and anticipated and unanticipated costs. Such statements could also be materially affected by the impact of general imprecision of environmental risks, environmental regulation, taxation policies, competition, the lack of available and qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal or external sources. Actual results, performance or achievement could differ materially from those expressed herein. While the Corporation anticipates that subsequent events and developments may cause its views to change, the Corporation, except as required by law, specifically disclaims any obligation to update these forwardlooking statements. These forward-looking statements should not be relied upon as representing the Corporation's views as of any date subsequent to the date of this AIF. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation. Additional factors are noted in this AIF under "Risk Factors".
GENERAL DISCLOSURE INFORMATION
Definitions and Selected Abbreviations
Various terms used in this AIF, including this introduction, are defined under "Glossary of Terms".
Unless the context otherwise requires, use in this AIF of the "Corporation", "we", "us" or "our" means the Corporation, Intertain Holdings and WagerLogic as applicable.
Certain Information
Unless otherwise indicated or the context otherwise requires |
1 | 22907045_2 | 22907045 | looking statements should not be relied upon as representing the Corporation's views as of any date subsequent to the date of this AIF. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation. Additional factors are noted in this AIF under "Risk Factors".
GENERAL DISCLOSURE INFORMATION
Definitions and Selected Abbreviations
Various terms used in this AIF, including this introduction, are defined under "Glossary of Terms".
Unless the context otherwise requires, use in this AIF of the "Corporation", "we", "us" or "our" means the Corporation, Intertain Holdings and WagerLogic as applicable.
Certain Information
Unless otherwise indicated or the context otherwise requires, all dollar amounts in this AIF are in Canadian dollars. Aggregated figures in graphs, charts and tables contained in this AIF may not add due to rounding. Historical statistical data and/or historical returns do not necessarily indicate future performance. Unless otherwise indicated, the market and industry data contained in this AIF is based upon information from industry and other publications and the knowledge of management and the experience of the Corporation in the markets in which WagerLogic operates. While management of the Corporation believes this data is reliable, market and industry data is subject to variations and
ii
cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. The Corporation has not independently verified any of the data from third-party sources referred to in this AIF or ascertained the underlying assumptions relied upon by such sources. Words importing the singular number include the plural and vice versa, and words importing any gender include all genders. Cautionary note regarding non-IFRS measures: This document includes non-IFRS financial measures. Generally, a non-IFRS financial measure is a numerical measure of a company's performance, financial position or cash |
1 | 22907045_3 | 22907045 | , all dollar amounts in this AIF are in Canadian dollars. Aggregated figures in graphs, charts and tables contained in this AIF may not add due to rounding. Historical statistical data and/or historical returns do not necessarily indicate future performance. Unless otherwise indicated, the market and industry data contained in this AIF is based upon information from industry and other publications and the knowledge of management and the experience of the Corporation in the markets in which WagerLogic operates. While management of the Corporation believes this data is reliable, market and industry data is subject to variations and
ii
cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. The Corporation has not independently verified any of the data from third-party sources referred to in this AIF or ascertained the underlying assumptions relied upon by such sources. Words importing the singular number include the plural and vice versa, and words importing any gender include all genders. Cautionary note regarding non-IFRS measures: This document includes non-IFRS financial measures. Generally, a non-IFRS financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with IFRS and are not measures of financial performance (nor do they have standardized meanings) under IFRS. In evaluating these measures, investors should consider that the methodology applied in calculating such measures may differ among companies and analysts. The Corporation uses both IFRS and certain non-IFRS measures to assess performance. Management believes these non-IFRS measures provide useful supplemental information to investors in order that they may evaluate the company's financial performance using the same measures as management. Management believes that, as a result, the investor is afforded greater transparency in assessing the financial performance of the Corporation. These non-IFRS financial measures should not be considered as a substitute for, nor superior to, measures of financial performance prepared in accordance with IFRS.
iii
TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS.........................................................................................................................ii GENERAL DISCLOSURE INFORMATION..................................................................................................................ii TABLE OF CONTENTS................................................................................................................................................... 4 GLOSSARY OF TERMS.................................................................................................................................................. 5 CORPORATE STRUCTURE......................................................................................................................................... 11 INERTAIN HOLDINGS INC. AND GOLDSTAR ACQUISITIONCO INC |
1 | 22907045_b0 | 22907045 | ments Mandalay Media Limited Share Purchase Agreement").
EXPERTS
The audited financial statements of the Corporation filed pursuant to National Instrument 51-102- Continuous Disclosure Obligations ("NI 51-102") were passed upon on behalf of the Corporation by Collin Barrow LLP, Chartered Accountants. The audited financial statements incorporated in documents filed by the Corporation pursuant to NI 51-102 with respect to: (i) Goldstar were passed upon on behalf of Goldstar by Collins Barrow LLP, Chartered Accountants; (ii) WagerLogic were passed upon on behalf of WagerLogic by Grant Thornton, Public Accountants (Malta); and (iii) the InterCasino Business were passed upon on behalf of CryptoLogic Operations by Grant Thornton, Public Accountants (Ireland).
Certain legal matters relating to the Transactions were passed upon on behalf of the Corporation and Goldstar by Chitiz Pathak LLP.
Paul Pathak is a partner of Chitiz Pathak LLP, the law firm acting for the Corporation in respect of the Transactions and is also a director and shareholder of the Corporation. Through his company, 2124312 Ontario Inc., Mr. Pathak
53
held an aggregate of 300,000 Common Shares of the Corporation, which represented 7% of the issued Common Shares of the Corporation before giving effect to the Transactions and the Share Consolidation, and which represents 0.1% of the issued Common Shares of the Corporation upon completion of the Transactions and the Share Consolidation. Other than as set out above, each of Collins Barrow LLP, Grant Thornton (Ireland), Grant Thornton (Malta), and Chitiz Pathak LLP respectively own less than 1% of the outstanding Common Shares of the Corporation.
ADDITIONAL INFORMATION Additional information relating to the Corporation is available under the profile of the Corporation on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com. Additional financial information is provided in the Corporation's annual consolidated financial statements and related MD&A as at and for the years ended October 31, 2013 and October 31, 2012. Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Corporation's securities and securities authorized for issuance under equity compensation plans is contained in the Corporation's management proxy circular dated November 10, 2013 available under the profile of the Corporation at www.sedar.com.
54
|
1 | 22907045_b1 | 22907045 | Development of the Business of the Corporation Recent
Developments Share Purchase Agreement");
4.
the Agency Agreement (see "Financings");
5.
the Subscription Receipt Agreement (see "Financings");
6.
the Convertible Debenture Indenture (see "Financings");
7.
the Warrant Indenture (see "Financings");
8.
the Platform License Agreement (see "Description of the Business - Operations Platform License
Agreement);
9.
the Revenue Guarantee Agreement (see "Description of the Business - Operations Revenue Guarantee
Agreement);
10. the Support and Service Level Agreement (see "Description of the Business - Operations Support and
Service Level Agreement");
11. Marketing Services Agreement (see "Description of the Business - Operations Marketing Services
Agreement");
12. Branded Content License Agreement (see "Description of the Business - Operations Branded Content
License Agreement"); and
13. Mandalay Media Limited Share Purchase Agreement (see "General Development of the Business of the
Corporation Recent Developments Mandalay Media Limited Share Purchase Agreement").
EXPERTS
The audited financial statements of the Corporation filed pursuant to National Instrument 51-102- Continuous Disclosure Obligations ("NI 51-102") were passed upon on behalf of the Corporation by Collin Barrow LLP, Chartered Accountants. The audited financial statements incorporated in documents filed by the Corporation pursuant to NI 51-102 with respect to: (i) Goldstar were passed upon on behalf of Goldstar by Collins Barrow LLP, Chartered Accountants; (ii) WagerLogic were passed upon on behalf of WagerLogic by Grant Thornton, Public Accountants (Malta); and (iii) the InterCasino Business were passed upon on behalf of CryptoLogic Operations by Grant Thornton, Public Accountants (Ireland).
Certain legal matters relating to the Transactions were passed upon on behalf of the Corporation and Goldstar by Chitiz Pathak LLP.
Paul Pathak is a partner of Chitiz Pathak LLP, the law firm acting for the Corporation in respect of the Transactions and is also a director and shareholder of the Corporation. Through his company, 2124312 Ontario Inc., Mr. Pathak
53
held an aggregate |
1 | 22913096_0 | 22913096 | PROGRESS
We strive to liberate gas from Polish shales so that everyone can share
in the upcoming wealth of energy. Through this we strive to benefit
our shareholders, and the communities in which we operate.
We strive to secure affordable, home-grown energy for Poland, generating jobs and opportunity both directly and indirectly, for generations to come.
We call this Progress and we strive for it.
San Leon Energy plc
Annual Report and Accounts 2013
Lewino is a small village in Northern Poland. There, we ran the most encouraging vertical shale well test in Poland to date.
We sponsor its school, so that children like Lukasz Jabloski and Wójt Gminy Linia can also benefit from progress.
1
2
Kazimierz Koszalka and Justyna Kos are farmers in Lewino.
Like the whole village, they expect a lot from the shale gas well we are developing there.
3
4
The Lewino countryside, in its raw beauty. All of our operations have social
and environmental planning at their heart.
5
6
Roman Langa, Mayor of Lewino, sees farming and fraccing as complementary activities for
his commune both harvesting natural assets to bring wealth and prosperity.
7
Annual Report and Accounts 2013 San Leon Energy plc
Highlights
San Leon is a young oil and gas company. We develop conventional and unconventional assets in Europe and North Africa, from exploration to monetisation. 2013 was an important year for San Leon: the year when we reached critical mass, becoming one of the largest oil and gas players in Europe by acreage; the year when we started to harvest our most mature assets, moving from exploration to production.
8
Overview | Business review | Governance | Financial statements
Business review
We are committed to developing our asset base. In this section we set out our strategy, the progress we have made and our current operational focus.
Governance
We work to strict standards of governance and responsibility. San Leon was strengthened with the appointment of Joel Price as COO, and of Piotr Rozwadowski as a Non-Executive Director.
Financial statements
Net assets increased by 74.3 million to 284.4 million with over 60 million invested on our exploration assets.
8 Highlights & Contents 10 Where we are, where we go 12 |
1 | 22913096_1 | 22913096 | fraccing as complementary activities for
his commune both harvesting natural assets to bring wealth and prosperity.
7
Annual Report and Accounts 2013 San Leon Energy plc
Highlights
San Leon is a young oil and gas company. We develop conventional and unconventional assets in Europe and North Africa, from exploration to monetisation. 2013 was an important year for San Leon: the year when we reached critical mass, becoming one of the largest oil and gas players in Europe by acreage; the year when we started to harvest our most mature assets, moving from exploration to production.
8
Overview | Business review | Governance | Financial statements
Business review
We are committed to developing our asset base. In this section we set out our strategy, the progress we have made and our current operational focus.
Governance
We work to strict standards of governance and responsibility. San Leon was strengthened with the appointment of Joel Price as COO, and of Piotr Rozwadowski as a Non-Executive Director.
Financial statements
Net assets increased by 74.3 million to 284.4 million with over 60 million invested on our exploration assets.
8 Highlights & Contents 10 Where we are, where we go 12 Some of our key assets 14 Chairman's review
22 Long-term projects 24 Exploration assets 26 Appraisal & ready to develop 28 Near-term income 30 Our operations/fraccing, before and after
36 Board of Directors 38 Directors' report 43 Statement of Directors' responsibilities
44 Independent auditor's report to the members of San Leon Energy plc
45 Consolidated income statement
47 Consolidated statement of other comprehensive income
48 Consolidated statement of changes in equity
50 Company statement of changes in equity
52 Consolidated statement of financial position
53 Company statement of financial position
54 Consolidated statement of cash flows
55 Company statement of cash flows
56 Statement of accounting policies
62 Notes to financial statements
90 Corporate information
91 Glossary
93 Conversion
9
Annual Report and Accounts 2013 San Leon Energy plc
Where we are, where we go
WHERE WE ARE, WHERE WE GO:
2009
2007
First licence San Leon was established in its current form in 2007 when
2008
Gold Point Energy acquisition
The Company expanded its
Listed on London's Alternative portfolio significantly with our
Investment Market
first acquisition, which captured
Market capitalisation |
1 | 22913096_2 | 22913096 | Some of our key assets 14 Chairman's review
22 Long-term projects 24 Exploration assets 26 Appraisal & ready to develop 28 Near-term income 30 Our operations/fraccing, before and after
36 Board of Directors 38 Directors' report 43 Statement of Directors' responsibilities
44 Independent auditor's report to the members of San Leon Energy plc
45 Consolidated income statement
47 Consolidated statement of other comprehensive income
48 Consolidated statement of changes in equity
50 Company statement of changes in equity
52 Consolidated statement of financial position
53 Company statement of financial position
54 Consolidated statement of cash flows
55 Company statement of cash flows
56 Statement of accounting policies
62 Notes to financial statements
90 Corporate information
91 Glossary
93 Conversion
9
Annual Report and Accounts 2013 San Leon Energy plc
Where we are, where we go
WHERE WE ARE, WHERE WE GO:
2009
2007
First licence San Leon was established in its current form in 2007 when
2008
Gold Point Energy acquisition
The Company expanded its
Listed on London's Alternative portfolio significantly with our
Investment Market
first acquisition, which captured
Market capitalisation
major, high-potential shale
of £100 million.
gas concessions in Poland's
Baltic Basin.
it secured an interest in the Zag
and Tarfaya permits in Morocco.
2010
Island Oil & Gas acquisition This acquisition added conventional offshore assets in the Celtic Sea as well as a number of exciting assets in the Atlantic Margin off the west coast of Ireland. In addition, San Leon increased its Moroccan onshore acreage in Zag and Tarfaya and gained interests in the Foum Draa and Sidi Moussa licences offshore Morocco. Furthermore, we added the highly prospective Durresi licence offshore Albania, to our asset portfolio. Talisman Energy farm-in San Leon signed a farm-in agreement with Talisman, whereby Talisman carried out the drilling of three wells in the Baltic Basin, Poland. Placing of shares Raised £60 million to fund the exploration programme.
2011
Realm Energy acquisition This acquisition secured a further 464,000 acres in Poland's Baltic Basin. The transaction added 2 million pending acres in Spain and a pending application for 2.5 million acres in France. Creation of NovaSeis San Leon established its subsidiary NovaSeis, |
1 | 22913096_3 | 22913096 |
major, high-potential shale
of £100 million.
gas concessions in Poland's
Baltic Basin.
it secured an interest in the Zag
and Tarfaya permits in Morocco.
2010
Island Oil & Gas acquisition This acquisition added conventional offshore assets in the Celtic Sea as well as a number of exciting assets in the Atlantic Margin off the west coast of Ireland. In addition, San Leon increased its Moroccan onshore acreage in Zag and Tarfaya and gained interests in the Foum Draa and Sidi Moussa licences offshore Morocco. Furthermore, we added the highly prospective Durresi licence offshore Albania, to our asset portfolio. Talisman Energy farm-in San Leon signed a farm-in agreement with Talisman, whereby Talisman carried out the drilling of three wells in the Baltic Basin, Poland. Placing of shares Raised £60 million to fund the exploration programme.
2011
Realm Energy acquisition This acquisition secured a further 464,000 acres in Poland's Baltic Basin. The transaction added 2 million pending acres in Spain and a pending application for 2.5 million acres in France. Creation of NovaSeis San Leon established its subsidiary NovaSeis, to acquire onshore seismic data.
10
Overview | Business review | Governance | Financial statements
2020
Leveraging our overall
asset base
We firmly believe in the
2014
potential of our asset base. Together with our partners we expect to be building on the
European shale success story,
Getting closer to harvesting contributing to lower energy
From floating on AIM in 2008, costs and generating value for
San Leon's strong European our shareholders and investors,
shale position is complemented as well as exploiting the rest of
by a sizeable conventional and our significant unconventional
tight gas portfolio. We are now and conventional portfolio.
moving from exploration to
production with significant
industry partners.
2012
Aurelian oil and gas acquisition The acquisition of Aurelian was announced in November 2012 and completed in January 2013. With the integration of Aurelian's business and assets, San Leon effectively doubled the size of its operations.
2013
Aurelian oil and gas integration/Polish asset development Adding Aurelian's cash resources, professional team and Polish asset base to its existing organisation, San Leon |
1 | 22913096_b0 | 22913096 | royalty Reserves after royalty plus royalty interest Proved Proved plus probable Proved plus probable plus possible
92
Conversion
Overview | Business review | Governance | Financial statements
The following table sets forth certain standard conversions from Standard Imperial Units to the International System of Units (or metric units).
To convert from mcf Cubic metres bbls Cubic metres Feet Metres Miles Kilometres Acres Hectares
To Cubic metres Cubic feet Cubic metres bbls Metres Feet Kilometres Miles Hectares Acres
Multiply by 28.174 35.494 0.159 6.290 0.305 3.281 1.609 0.621 0.405 2.471
93
Annual Report and Accounts 2013 San Leon Energy plc
Notes
94
Notes
95
Annual Report and Accounts 2013 San Leon Energy plc
HNoeatedsing
96
The Annual Report is printed by an FSC® (Forest Stewardship Council®), ISO 14001 and Carbon Neutral certified printer using vegetable based inks. (ISO 14001 is a pattern of control for an environmental management system against which an organisation can be credited by a third party. FSC ensures there is an audited chain of custody from the tree in the well-managed forest through to the finished document in the printing factory.)
San Leon Energy plc Head office 3300 Lake Drive Citywest Business Campus Dublin 24 Ireland
Registered address First floor Wilton Park House Wilton Place Dublin 2 Ireland
NOTICE TO CANADIAN SECURITYHOLDERS
San Leon Energy plc (the "Company") is a reporting issuer in the Provinces of British Columbia and Alberta and the Yukon Territory. In accordance with National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers ("NI 71-102"), the Company is a "designated foreign issuer" (as defined in NI 71-102). As such, the Company is not subject to the same ongoing reporting requirements as other reporting issuers in Canada. The Company is subject to the regulatory requirements of the Alternative Investment Market ("AIM") of the London Stock Exchange, which is a "foreign regulatory authority" (as defined in NI 71-102), and files any documents required to be filed with or furnished to AIM on the Canadian System for Electronic Document Analysis and Retrieval.
|
1 | 22913096_b1 | 22913096 |
OMV (Ireland) Killala Exploration GmbH OTCQX International is the premier market tier for non-US companies that trade over-the-counter and are listed on a qualified foreign stock exchange Polskie Górnictwo Naftowe i Gazownictwo S.A. A publicly held company Premier Oil PLC Prospectiuni S.A. Providence Resources PLC PSE Kinsale Energy Limited Realm Energy International Corporation San Leon Energy PLC Standby Equity Distribution Agreement Serica Energy PLC Polish limited liability company Polish LLP Special purpose vehicle Sunningdale Oils (Ireland) Limited Super Nova Resources Inc. Talisman Energy Inc. Trillion cubic feet United Oilfield Services Sp. z o.o. Valhalla Oil & Gas AS YA Global Master SPV Ltd
Reserves
Proved Probable
Possible
Gross Net 1P 2P 3P
Reserves which have a `reasonable certainty' of being recovered Probable reserves are volumes that are defined as `less likely to be recovered than proved, but more certain to be recovered than possible reserves' Possible reserves are reserves which analysis of geological and engineering data suggests are less likely to be recoverable than probable reserves Reserves before deduction of royalty Reserves after royalty plus royalty interest Proved Proved plus probable Proved plus probable plus possible
92
Conversion
Overview | Business review | Governance | Financial statements
The following table sets forth certain standard conversions from Standard Imperial Units to the International System of Units (or metric units).
To convert from mcf Cubic metres bbls Cubic metres Feet Metres Miles Kilometres Acres Hectares
To Cubic metres Cubic feet Cubic metres bbls Metres Feet Kilometres Miles Hectares Acres
Multiply by 28.174 35.494 0.159 6.290 0.305 3.281 1.609 0.621 0.405 2.471
93
Annual Report and Accounts 2013 San Leon Energy plc
Notes
94
Notes
95
Annual Report and Accounts 2013 San Leon Energy plc
HNoeatedsing
96
The Annual Report is printed by an FSC® (Forest Stewardship Council®), ISO 14001 and Carbon Neutral certified printer using vegetable based inks. (ISO 14001 is a pattern of control for an environmental management system against which an organisation can |
1 | 23029773_0 | 23029773 | Table of Contents
(Mark One)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________________________________________________________________
FORM 10-K
____________________________________________________________________________________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2014
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from
to
Commission file number: 001-36326
____________________________________________________________________________________________
ENDO INTERNATIONAL PLC
(Exact Name of Registrant as Specified in Its Charter)
____________________________________________________________________________________________
Ireland (State or other jurisdiction of incorporation or organization)
Not Applicable (I.R.S. Employer Identification Number)
Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland (Address of Principal Executive Offices)
Not Applicable (Zip Code)
011-353-1-268-2000
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Ordinary shares, nominal value $0.0001 per share
Name of each exchange on which registered The NASDAQ Global Market, The Toronto Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
____________________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Yes No Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every
Yes No
interactive data file required to be |
1 | 23029773_1 | 23029773 | urities registered pursuant to Section 12(b) of the Act:
Title of each class Ordinary shares, nominal value $0.0001 per share
Name of each exchange on which registered The NASDAQ Global Market, The Toronto Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
____________________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Yes No Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every
Yes No
interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act
Large Accelerated Filer
Accelerated Filer
Non-accelerated filer
Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes No
The aggregate market value of the voting common equity held by non-affiliates as of June 30 |
1 | 23029773_2 | 23029773 | submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act
Large Accelerated Filer
Accelerated Filer
Non-accelerated filer
Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes No
The aggregate market value of the voting common equity held by non-affiliates as of June 30, 2014 was $10,672,010,775 based on a closing sale price of $70.02 per share as reported on the NASDAQ Global Select Market on June 30, 2014. Shares of the registrant's ordinary shares held by each officer and director and each beneficial owner of 10% or more of the outstanding ordinary shares of the registrant have been excluded since such persons and beneficial owners may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant has no non-voting ordinary shares authorized or outstanding.
Indicate the number of shares outstanding of each of the registrant's classes of ordinary shares as of February 20, 2015: 177,510,231
Documents Incorporated by Reference Portions of the registrant's proxy statement to be filed with the SEC pursuant to Regulation 14A in connection with the registrant's 2015 Annual General Meeting, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the SEC not later than 120 days after the conclusion of the registrant's fiscal year ended December 31, 2014.
ENDO INTERNATIONAL PLC INDEX TO FORM |
1 | 23029773_3 | 23029773 | , 2014 was $10,672,010,775 based on a closing sale price of $70.02 per share as reported on the NASDAQ Global Select Market on June 30, 2014. Shares of the registrant's ordinary shares held by each officer and director and each beneficial owner of 10% or more of the outstanding ordinary shares of the registrant have been excluded since such persons and beneficial owners may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant has no non-voting ordinary shares authorized or outstanding.
Indicate the number of shares outstanding of each of the registrant's classes of ordinary shares as of February 20, 2015: 177,510,231
Documents Incorporated by Reference Portions of the registrant's proxy statement to be filed with the SEC pursuant to Regulation 14A in connection with the registrant's 2015 Annual General Meeting, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the SEC not later than 120 days after the conclusion of the registrant's fiscal year ended December 31, 2014.
ENDO INTERNATIONAL PLC INDEX TO FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2014
Forward-Looking Statements
PART I Item 1 Item 1A Item 1B Item 2 Item 3 Item 4
Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures
PART II Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes In and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information
PART III Item 10 Item 11 Item 12 Item 13 Item 14
Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services
PART IV
Item 15
Exhibits, Financial Statement Schedules
Signatures
Certifications
Exhibit Index
Page 1
2 24 43 44 44 44
45 48 50 81 |
1 | 23029773_b0 | 23029773 | Table of Contents
10.236 10.237 10.238 16.1 21 23.1 23.2 24 31.1 31.2 32.1 32.2 101
*
Form of Endo International plc Performance Award Agreement under the Assumed Stock Incentive Plan for awards granted during 2015 other than the February 24, 2015 annual grant
Form of Endo International plc Performance Award Agreement under the Assumed Stock Incentive Plan for awards granted during 2015 in connection with the February 24, 2015 annual grant
Retention letter, dated as of March 2, 2015, to Camille Farhat
Letter Regarding Change in Certifying Accountant, dated June 13, 2014 (incorporated by reference to Exhibit 16.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on June 13, 2014)
Subsidiaries of the Registrant
Consent of PricewaterhouseCoopers LLC
Consent of Deloitte & Touche LLC
Power of Attorney
Certification of the President and Chief Executive Officer of Endo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer of Endo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the President and Chief Executive Officer of Endo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer of Endo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The following materials from Endo International plc's Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements
Confidential portions of this exhibit (indicated by asterisks) have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended
|
1 | 23029773_b1 | 23029773 | and Citigroup Global Markets Inc., relating to the 6.00% Senior Notes due 2025
Supplemental Indenture, dated February 3, 2015, among Auxilium International Holdings, Inc., Slate Pharmaceuticals, Inc., Timm Medical Technologies, Inc., Actient Holdings LLC, Actient Pharmaceuticals LLC, Actient Therapeutics LLC, Auxilium US Holdings, LLC, Auxilium Pharmaceuticals, Inc., 70 Maple Avenue, LLC, Timm Medical Holdings, LLC, Auxilium UK LTD, Auxilium Bermuda Unlimited and Endo Finance II Limited, subsidiaries of Endo Limited, the Issuer, the Co-Obligor, the other Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 5.75% Senior Notes due 2022
Separation Agreement, dated as of February 27, 2015, between Endo Health Solutions Inc. and Donald DeGolyer
Form of Endo International plc Performance Award Agreement under the 2010 Stock Incentive Plan for awards granted during 2015 other than the February 24, 2015 annual grant
Form of Endo International plc Performance Award Agreement under the 2010 Stock Incentive Plan for awards granted during 2015 in connection with the February 24, 2015 annual grant
Table of Contents
10.236 10.237 10.238 16.1 21 23.1 23.2 24 31.1 31.2 32.1 32.2 101
*
Form of Endo International plc Performance Award Agreement under the Assumed Stock Incentive Plan for awards granted during 2015 other than the February 24, 2015 annual grant
Form of Endo International plc Performance Award Agreement under the Assumed Stock Incentive Plan for awards granted during 2015 in connection with the February 24, 2015 annual grant
Retention letter, dated as of March 2, 2015, to Camille Farhat
Letter Regarding Change in Certifying Accountant, dated June 13, 2014 (incorporated by reference to Exhibit 16.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on June 13, 2014)
Subsidiaries of the Registrant
Consent of PricewaterhouseCoopers LLC
Consent of Deloitte & Touche LLC
Power of Attorney
Certification of the President and Chief Executive Officer of Endo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer of Endo pursuant to Section 302 of |
1 | 23044266_0 | 23044266 | A Gold Resource Royalty Company
ANNUAL INFORMATION FORM
March 27, 2015
TABLE OF CONTENTS
Forward Looking Statements
1
Currency and Exchange Rates
1
Name and Organization
2
Development of the Company's Business
2
Three Year History
2
Significant Acquisitions and Dispositions
2
Future Plans
2
Description of the Company's Business
2
The Rosebel Royalty
2
Other Information Regarding the Company's Business
5
Risk Factors
6
Directors and Officers
8
Audit and Corporate Governance Committee
9
Dividends and Issuance Premium
11
Capital Structure
11
Market for Securities
14
Transfer Agent and Registrar
14
Material Contracts
14
Interests of Experts
14
Additional Information
14
FORWARD LOOKING STATEMENTS
This Annual Information Form contains forward-looking statements, with respect to the Company's financial condition, results of operations, business prospects, plans, objectives, goals, strategies, future events, capital expenditure, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Annual Information Form. These statements include comments regarding expectations of future participation rights payments. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this Annual Information Form. These forward looking statements involve a number of risks and uncertainties. See "Risk Factors".
CURRENCY AND EXCHANGE RATES
In this Annual Information Form, certain additional information is presented in United States dollars ("US$"), in Canadian dollars ("C$") and in euros (""). On December 31, 2014, US$1.00 equalled C$1.1627 |
1 | 23044266_1 | 23044266 | , capital expenditure, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Annual Information Form. These statements include comments regarding expectations of future participation rights payments. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this Annual Information Form. These forward looking statements involve a number of risks and uncertainties. See "Risk Factors".
CURRENCY AND EXCHANGE RATES
In this Annual Information Form, certain additional information is presented in United States dollars ("US$"), in Canadian dollars ("C$") and in euros (""). On December 31, 2014, US$1.00 equalled C$1.1627 or 0.8237.
- 2 -
NAME AND ORGANIZATION
EURO Ressources S.A. (the "Company") is a corporation incorporated under the laws of France on April 20, 1993 under the name "Guyanor Ressources S.A.". On June 23, 2005, the Company's name was changed to its present name. The Company's registered office is located at 23, rue du Roule, 75001 Paris, France. The Company's principal executive office is located at Suite 3200, 401 Bay Street, PO Box 153, Toronto, Ontario, Canada M5H 2Y4. The Company has no subsidiaries.
DEVELOPMENT OF THE COMPANY'S BUSINESS
Three Year History
In December 2011, the Company entered into an option agreement (the "Columbus Option") with Columbus Gold Corp. ("Columbus"), a TSX-V listed issuer, allowing for the restructuring of the existing royalty (the "Paul Isnard Royalty") held by the Company on gold production from eight mineral concessions (the "Paul Isnard Concessions") in French Guiana. On November 7, 2013, Columbus exercised the Columbus Option for consideration paid to the Company |
1 | 23044266_2 | 23044266 | or 0.8237.
- 2 -
NAME AND ORGANIZATION
EURO Ressources S.A. (the "Company") is a corporation incorporated under the laws of France on April 20, 1993 under the name "Guyanor Ressources S.A.". On June 23, 2005, the Company's name was changed to its present name. The Company's registered office is located at 23, rue du Roule, 75001 Paris, France. The Company's principal executive office is located at Suite 3200, 401 Bay Street, PO Box 153, Toronto, Ontario, Canada M5H 2Y4. The Company has no subsidiaries.
DEVELOPMENT OF THE COMPANY'S BUSINESS
Three Year History
In December 2011, the Company entered into an option agreement (the "Columbus Option") with Columbus Gold Corp. ("Columbus"), a TSX-V listed issuer, allowing for the restructuring of the existing royalty (the "Paul Isnard Royalty") held by the Company on gold production from eight mineral concessions (the "Paul Isnard Concessions") in French Guiana. On November 7, 2013, Columbus exercised the Columbus Option for consideration paid to the Company consisting of cash, shares of Columbus and a retained net smelter returns royalty over the Paul Isnard Concessions and a surrounding area of interest. In return, the Company transferred to Columbus the Paul Isnard Royalty.
Significant Acquisitions and Dispositions
During the year ended December 31, 2014 there were no significant acquisitions or dispositions completed by the Company.
Future Plans
In 2015, the Company will continue to receive revenue from the participation right (the "Rosebel Royalty") on the Rosebel gold mine in Suriname (the "Rosebel Gold Mine") owned and operated by IAMGOLD Corporation ("IAMGOLD").
DESCRIPTION OF THE COMPANY'S BUSINESS
The Company's principal business activity is the holding of the Rosebel Royalty on the Rosebel Gold Mine owned and operated by IAMGOLD. IAMGOLD, through its wholly owned subsidiary IAMGOLD France S.A.S., held approximately 86% of the Company's issued and outstanding common shares.
Rosebel Royalty
Economic Terms of the Rosebel Royalty
The Rosebel Royalty provides for payment by IAMGOLD to the Company of cash amounts determined with reference to the volume of gold |
1 | 23044266_3 | 23044266 | consisting of cash, shares of Columbus and a retained net smelter returns royalty over the Paul Isnard Concessions and a surrounding area of interest. In return, the Company transferred to Columbus the Paul Isnard Royalty.
Significant Acquisitions and Dispositions
During the year ended December 31, 2014 there were no significant acquisitions or dispositions completed by the Company.
Future Plans
In 2015, the Company will continue to receive revenue from the participation right (the "Rosebel Royalty") on the Rosebel gold mine in Suriname (the "Rosebel Gold Mine") owned and operated by IAMGOLD Corporation ("IAMGOLD").
DESCRIPTION OF THE COMPANY'S BUSINESS
The Company's principal business activity is the holding of the Rosebel Royalty on the Rosebel Gold Mine owned and operated by IAMGOLD. IAMGOLD, through its wholly owned subsidiary IAMGOLD France S.A.S., held approximately 86% of the Company's issued and outstanding common shares.
Rosebel Royalty
Economic Terms of the Rosebel Royalty
The Rosebel Royalty provides for payment by IAMGOLD to the Company of cash amounts determined with reference to the volume of gold produced at the Rosebel Gold Mine. The Rosebel Royalty requires IAMGOLD to pay an amount determined as the product of: (i) gold production and (ii) in respect of production from soft and transitional rock, 10% of the amount by which the gold price exceeds US$300 per ounce and in respect of production from hard rock, 10% of the amount by which gold price exceeds US$350 per ounce. The royalty is calculated and payable quarterly and after deduction from production of a fixed royalty of 2% of production payable in kind to the Government of Suriname. The Rosebel Royalty payable by IAMGOLD applies to the first 7.0 million ounces of attributable production from the mine. As at December 31, 2014, there were approximately 3.2 million remaining ounces of gold subject to the Rosebel Royalty.
Underlying Mineral Resources of the Rosebel Gold Mine
National Instrument 43-101 of the Canadian Securities Administrators ("NI 43-101") contains certain requirements relating to disclosure of technical information in respect of mineral projects. Pursuant to the provisions of section 9.2(1) of NI 43-101, because the Company's interest in the Rosebel Gold Mine is a royalty interest, the Company |
1 | 23044266_b0 | 23044266 | matters;
(4)
recommend to the Board of Directors each year the retention or replacement of the external
auditors; if there is a plan to change auditors, review all issues related to the change and the
steps planned for an orderly transition;
(5)
annually review and recommend for approval to the Board the terms of engagement and the
remuneration of the external auditor;
(6)
pre-approve all non-audit services to be performed by the external auditors that are not
prohibited by law (unless not required by applicable law); and
(7)
ensure the rotation of the lead or coordinating audit partner having primary responsibility for the
audit as required by law.
F.
Legal Compliance
The Committee shall:
(1)
review legal matters with the Company's legal counsel; and
(2)
establish procedures for (a) the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls and auditing matters; and (b) the
confidential, anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.
G.
Material Disclosure Documents
The Committee shall review the contents of any financial information within any prospectus, information circular or other material disclosure documents prior to their release and recommend their approval to the Board.
H.
The Committee shall review a summary, at least annually, of professional fees paid or payable in respect
of accounting, tax, or legal matters.
IV.
ACCOUNTABILITY
A.
The Committee shall report to the directors at their next regular meeting all such action it has taken since
the previous report.
B.
The Committee is empowered to investigate any activity of the Company and all employees are to
cooperate as requested by the Committee. The Committee may retain and compensate persons having
special expertise to assist it in fulfilling its responsibilities and the Company/Company shall provide
sufficient funding for this purpose.
C.
The Committee is authorized to request the presence of, at any meeting, a representative from
external auditors, senior management, legal counsel, or anyone else who could contribute
substantively to the subject of the meeting.
|
1 | 23044266_b1 | 23044266 |
(9)
discuss the annual financial statements and the auditors' report thereon in detail with the
Company's officers and auditors;
(10) review the Annual Report and other annual public information documents including the Annual Information Form and Management's Discussion and Analysis;
(11) provide to the Board a recommendation as to whether the annual financial statements should be approved;
(12) review the Company's various sources of risk and management's plans to mitigate such risk including insurance, hedging, etc.; and
(13) review the actuarial finding status of the pension plans managed by the Company.
E.
External Audit Terms of Reference, Reports, Planning and Appointment
The external auditor shall report directly to the Committee. The Committee shall:
(1)
review the audit plan with the external auditors;
(2)
annually review and discuss with the external auditors all significant relationships they have
with the Company that could impair the external auditors independence;
(3)
discuss with the external auditors, without management present, matters affecting the
- 4 -
conduct of their audit and other corporate matters;
(4)
recommend to the Board of Directors each year the retention or replacement of the external
auditors; if there is a plan to change auditors, review all issues related to the change and the
steps planned for an orderly transition;
(5)
annually review and recommend for approval to the Board the terms of engagement and the
remuneration of the external auditor;
(6)
pre-approve all non-audit services to be performed by the external auditors that are not
prohibited by law (unless not required by applicable law); and
(7)
ensure the rotation of the lead or coordinating audit partner having primary responsibility for the
audit as required by law.
F.
Legal Compliance
The Committee shall:
(1)
review legal matters with the Company's legal counsel; and
(2)
establish procedures for (a) the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls and auditing matters; and (b) the
confidential, anonymous submission by employees of the Company of concerns |
1 | 23048612_0 | 23048612 | VERDE POTASH PLC
ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2014
March 30, 2015
TABLE OF CONTENTS
FORWARD-LOOKING
INFORMATION..............................................1
CURRENCY AND EXCHANGE
RATE INFORMATION..................................2
CORPORATE STRUCTURE........................3
Name, Address and Incorporation...............3
Inter-corporate Relationships......................4
GENERAL DEVELOPMENT AND
DESCRIPTION OF THE BUSINESS............5
General........................................................5
Three Year History......................................5
Subsequent Events.......................................7
Employees.................................................10
Competitive Conditions.............................10
Foreign Operations....................................10
Product Development................................10
CERRADO VERDE PROJECT...................11
General......................................................11
Project Description and Location..............11
Accessibility, Climate, Local Resources, Infrastructure and
Physiography.............................................14
History.......................................................16
Geology and Mineralization......................17
Exploration and Drilling............................18
Mineral Processing and
Metallurgical Testing.................................18
Sample Preparation, Analyses and
Security...................................................... 20
Mineral Resources.....................................22
Mineral Reserve Estimates........................24
Proposed Mining Operations.....................24
Market Studies and Contracts....................26
Pricing Composition..................................30
Price Forecast............................................34
Indicative Economics................................35
Evaluation Budget.....................................36
OTHER MINERAL PROJECTS.................37
Limestone Projects....................................37
RISK FACTORS............................................37
DIVIDENDS...................................................44
Dividend Policy.........................................44
DESCRIPTION OF CAPITAL
STRUCTURE.................................................44
Ordinary Shares.........................................44
Articles of Association..............................44
COMPARISON OF FOREIGN
LAWS............................................................. 46 |
1 | 23048612_1 | 23048612 |
Geology and Mineralization......................17
Exploration and Drilling............................18
Mineral Processing and
Metallurgical Testing.................................18
Sample Preparation, Analyses and
Security...................................................... 20
Mineral Resources.....................................22
Mineral Reserve Estimates........................24
Proposed Mining Operations.....................24
Market Studies and Contracts....................26
Pricing Composition..................................30
Price Forecast............................................34
Indicative Economics................................35
Evaluation Budget.....................................36
OTHER MINERAL PROJECTS.................37
Limestone Projects....................................37
RISK FACTORS............................................37
DIVIDENDS...................................................44
Dividend Policy.........................................44
DESCRIPTION OF CAPITAL
STRUCTURE.................................................44
Ordinary Shares.........................................44
Articles of Association..............................44
COMPARISON OF FOREIGN
LAWS............................................................. 46
Ontario vs. English Corporate Law.......... 46
Brazilian Corporate Law........................... 52
MARKET FOR SECURITIES.................... 53
Trading Price and Volume........................ 53
Prior Sales................................................. 53
DIRECTORS AND OFFICERS.................. 53
Names, Occupation and Security
Holding..................................................... 53
Management of Subsidiaries..................... 55
Cease Trade Orders, Bankruptcies,
Penalties or Sanctions............................... 55
Conflicts of Interest.................................. 56
LEGAL PROCEEDINGS............................. 56
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS......................................... 56
TRANSFER AGENTS AND
REGISTRARS............................................... 57
MATERIAL CONTRACTS......................... 57
NAMES AND INTERESTS OF
EXPERTS....................................................... 57
AUDIT COMMITTEE
INFORMATION........................................... 58
ADDITIONAL INFORMATION................ 60
SCHED |
1 | 23048612_2 | 23048612 |
Ontario vs. English Corporate Law.......... 46
Brazilian Corporate Law........................... 52
MARKET FOR SECURITIES.................... 53
Trading Price and Volume........................ 53
Prior Sales................................................. 53
DIRECTORS AND OFFICERS.................. 53
Names, Occupation and Security
Holding..................................................... 53
Management of Subsidiaries..................... 55
Cease Trade Orders, Bankruptcies,
Penalties or Sanctions............................... 55
Conflicts of Interest.................................. 56
LEGAL PROCEEDINGS............................. 56
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS......................................... 56
TRANSFER AGENTS AND
REGISTRARS............................................... 57
MATERIAL CONTRACTS......................... 57
NAMES AND INTERESTS OF
EXPERTS....................................................... 57
AUDIT COMMITTEE
INFORMATION........................................... 58
ADDITIONAL INFORMATION................ 60
SCHEDULE A TABLE OF
ABBREVIATIONS....................................... 61
SCHEDULE B AUDIT
COMMITTEE CHARTER..........................B1
-i-
FORWARD-LOOKING INFORMATION
Certain statements contained in this annual information form ("AIF") contain forward-looking information about Verde Potash PLC ("Verde Potash", "Verde" or the "Company"). Forward-looking information can often be identified by the use of forward-looking terminology such as "anticipate", "believe", "continue", "estimate", "expect", "goal", "intend", "may", "plan" or "will" or the negative thereof or variations thereon or similar terminology.
Forward-looking information in this AIF includes, but is not limited to:
· the Pre-Feasibility study ("PFS") on the production of ThermoPotash ("TK") at the Company's Cerrado Verde Project (defined herein), including forecasts of total resource tonnage, average grade of potash ("K2O") in the glauconitic meta-argillite material (a potassium ("K") silicate rock |
1 | 23048612_3 | 23048612 | ULE A TABLE OF
ABBREVIATIONS....................................... 61
SCHEDULE B AUDIT
COMMITTEE CHARTER..........................B1
-i-
FORWARD-LOOKING INFORMATION
Certain statements contained in this annual information form ("AIF") contain forward-looking information about Verde Potash PLC ("Verde Potash", "Verde" or the "Company"). Forward-looking information can often be identified by the use of forward-looking terminology such as "anticipate", "believe", "continue", "estimate", "expect", "goal", "intend", "may", "plan" or "will" or the negative thereof or variations thereon or similar terminology.
Forward-looking information in this AIF includes, but is not limited to:
· the Pre-Feasibility study ("PFS") on the production of ThermoPotash ("TK") at the Company's Cerrado Verde Project (defined herein), including forecasts of total resource tonnage, average grade of potash ("K2O") in the glauconitic meta-argillite material (a potassium ("K") silicate rock - defined herein), production, capital and operating cost estimates, net present value, internal rate of return and payback period (the "TK PFS");
· the Company's plans for the exploration and development of, and production from the Cerrado Verde Project and, its other mineral properties;
· the Company's environmental license for its TK greenfield plant;
· the suitability of the Company's products, TK and granular potassium chloride ("KCl"), for its intended commercial use and Brazil's domestic fertilizer needs;
· the prospects of the Company's exploration properties; and
· the completion of a Bankable Feasibility Study ("BFS") on the Cerrado Verde Project.
Forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Although the Company believes that its expectations reflected in the forward-looking information are reasonable, such information involves known or unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or the Company's projects in Brazil to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, but are not limited to: |
1 | 23048612_b0 | 23048612 | ii) The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
(viii) The Committee shall establish procedures for:
(A) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
B-3
(B) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
(ix) The Committee shall provide oversight to related party transactions entered into by the Corporation.
B.
Independent Auditors
(a) The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
(b) The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.
(c) The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.
(d) The Committee shall review the Independent Auditor's audit plan, including scope, procedures and timing of the audit.
(e) The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit.
(f)
The Committee shall obtain timely reports from the Independent Auditors describing critical
accounting policies and practices, alternative treatments of information within GAAP that were
discussed with management, their ramifications, and the Independent Auditors' preferred
treatment and material written communications between the Corporation and the Independent
Auditors.
(g) The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.
(h) The Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former auditor of the Corporation.
C.
Other Responsibilities
The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.
B-4
|
1 | 23048612_b1 | 23048612 | management's internal control report and the evaluation of such report by the Independent Auditors, together with management's response.
(iii) The Committee shall review management's discussion and analysis relating to annual and interim financial statements and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws prior to their being filed with the appropriate regulatory authorities.
(iv) The Committee shall meet no less frequently than annually with the Independent Auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, deems appropriate.
(v) The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.
(vi) The Committee shall review the post-audit or management letter containing the recommendations of the Independent Auditors and management's response and subsequent follow-up to any identified weaknesses.
(vii) The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
(viii) The Committee shall establish procedures for:
(A) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
B-3
(B) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
(ix) The Committee shall provide oversight to related party transactions entered into by the Corporation.
B.
Independent Auditors
(a) The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
(b) The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.
(c) The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to |
1 | 23068541_0 | 23068541 | Annual Report 2014
Corporate Profile
Thundermin Resources Inc. is a Canadian-based mineral exploration company focused on the exploration for and discovery of economically viable base metal deposits in Canada. Thundermin's corporate objective is to become a profitable, producing mining company in the years ahead.
Thundermin's primary exploration focus during 2014 remained on its Little Deer and Whalesback copper deposits and surrounding lands located approximately ten km north of Springdale in north-central Newfoundland. Exploration work completed to date on the Little Deer property by Thundermin and 50% joint venture partner Rambler Metals and Mining Canada Limited since 2007 has been successful in defining NI 43-101 compliant mineral resources of nearly seven million tonnes containing over 2.0% copper (approximately 129 M lbs Cu in the Indicated category and 191 M lbs in the Inferred category).
Thundermin anticipates that additional diamond drilling will be undertaken at Little Deer during 2015. This work will be designed to increase the mineral resources outlined to date and to further upgrade the inferred resources to the indicated category which is required before a pre-feasibility study can be undertaken. In addition, during 2015, Thundermin will also continue its strategy to joint venture or sell exploration properties from its inventory that are no longer considered core assets and to continue to evaluate potential transactions or business combinations that are considered to be of long term strategic value to shareholders.
Management's Discussion and Analysis of Financial Condition and Results of Operationss
General
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") for Thundermin Resources Inc. ("Thundermin") is intended to supplement and compliment the audited financial statements and notes thereto for the year ended December 31, 2014, which have been prepared by Thundermin's management in accordance with International Financial Reporting Standards ("IFRS"). The MD&A should be read in conjunction with the audited financial statements and the notes to the audited financial statements. The MD&A is current to April 29, 2015.
This MD&A, except for historical information, may contain "forward-looking statements" that reflect Thundermin's current expectations and projections about future results. When used in this MD&A, forward-looking statements can be identified by the use of words such as "estimate", "consider", "anticipate", "expect", "objective", "potential", "forecast", "believe", "project", "plan" and similar expressions or variations of such words. Forwardlooking |
1 | 23068541_1 | 23068541 | core assets and to continue to evaluate potential transactions or business combinations that are considered to be of long term strategic value to shareholders.
Management's Discussion and Analysis of Financial Condition and Results of Operationss
General
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") for Thundermin Resources Inc. ("Thundermin") is intended to supplement and compliment the audited financial statements and notes thereto for the year ended December 31, 2014, which have been prepared by Thundermin's management in accordance with International Financial Reporting Standards ("IFRS"). The MD&A should be read in conjunction with the audited financial statements and the notes to the audited financial statements. The MD&A is current to April 29, 2015.
This MD&A, except for historical information, may contain "forward-looking statements" that reflect Thundermin's current expectations and projections about future results. When used in this MD&A, forward-looking statements can be identified by the use of words such as "estimate", "consider", "anticipate", "expect", "objective", "potential", "forecast", "believe", "project", "plan" and similar expressions or variations of such words. Forwardlooking statements are, by their very nature, not guarantees of Thundermin's future operational or financial performance and these statements may involve known and unknown risks, uncertainties and other factors that may cause the actual level of activity, results, prospects and performance to differ materially from any future levels of activity, results, prospects and performance expressed in, or implied by, these forward-looking statements. Although Thundermin believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the
forward-looking statements and there are no guarantees that any of Thundermin's projects will otherwise prove to be economic.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties referred to elsewhere in this MD&A, actual events may differ materially from current expectations. Thundermin disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Corporate Overview
Thundermin is a Canadian |
1 | 23068541_2 | 23068541 | statements are, by their very nature, not guarantees of Thundermin's future operational or financial performance and these statements may involve known and unknown risks, uncertainties and other factors that may cause the actual level of activity, results, prospects and performance to differ materially from any future levels of activity, results, prospects and performance expressed in, or implied by, these forward-looking statements. Although Thundermin believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the
forward-looking statements and there are no guarantees that any of Thundermin's projects will otherwise prove to be economic.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties referred to elsewhere in this MD&A, actual events may differ materially from current expectations. Thundermin disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Corporate Overview
Thundermin is a Canadian mineral exploration company focused on the discovery and development of new base metal and gold deposits in Canada. Thundermin has an interest in, or the right to acquire an interest in, ten base metal and gold properties in Canada. Thundermin also holds various shareholdings in twelve Canadian-based, junior resource companies, some of which are actively exploring for gold, base metal and diamond deposits in Canada (see "Marketable Securities"). Thundermin is a reporting issuer in Ontario, Quebec, Manitoba, Saskatchewan, Alberta and British Columbia. Thundermin's head office is located in Toronto, Canada.
On June 20, 2007, Thundermin and 50% joint venture partner, Cornerstone Resources Inc. ("Cornerstone") signed an agreement with Weyburn Investments Ltd. ("Weyburn") under which Thundermin and Cornerstone had the right to earn a 100% interest in Weyburn's
1
Little Deer Copper Deposit ("Little Deer") and adjacent property which is located approximately 10 kilometres ("kms") north of Springdale in north-central Newfoundland (see Exploration). On June 22, 2011, an updated National Instrument 43-101 ("NI 43-101") compliant mineral resource estimate was announced for Little Deer. P&E Mining Consultants Inc. |
1 | 23068541_3 | 23068541 | mineral exploration company focused on the discovery and development of new base metal and gold deposits in Canada. Thundermin has an interest in, or the right to acquire an interest in, ten base metal and gold properties in Canada. Thundermin also holds various shareholdings in twelve Canadian-based, junior resource companies, some of which are actively exploring for gold, base metal and diamond deposits in Canada (see "Marketable Securities"). Thundermin is a reporting issuer in Ontario, Quebec, Manitoba, Saskatchewan, Alberta and British Columbia. Thundermin's head office is located in Toronto, Canada.
On June 20, 2007, Thundermin and 50% joint venture partner, Cornerstone Resources Inc. ("Cornerstone") signed an agreement with Weyburn Investments Ltd. ("Weyburn") under which Thundermin and Cornerstone had the right to earn a 100% interest in Weyburn's
1
Little Deer Copper Deposit ("Little Deer") and adjacent property which is located approximately 10 kilometres ("kms") north of Springdale in north-central Newfoundland (see Exploration). On June 22, 2011, an updated National Instrument 43-101 ("NI 43-101") compliant mineral resource estimate was announced for Little Deer. P&E Mining Consultants Inc. ("P&E") of Toronto, Ontario estimated that Little Deer contains Indicated Resources of 1,911,000 tonnes ("t") at an average grade of 2.37% Cu (99.8 million lbs. Cu) and additional Inferred Resources of 3,748,000 t at an average grade of 2.13% Cu (176.0 million lbs. of Cu). On July 12, 2011, Thundermin and Cornerstone exercised their option to acquire a 100% interest in Little Deer and the adjacent property. On November 1, 2011, results of a positive Preliminary Economic Assessment ("PEA") for Little Deer were announced that indicate that there is potential to develop Little Deer on an attractive economic basis. On July 26, 2012, an initial 43-101 mineral resource estimate was announced for the 100%-owned, past producing, Whalesback Copper Mine ("Whalesback") which is situated adjacent to Little Deer. P&E estimated that Whalesback contains Indicated Resources of 797,000 tonnes grading 1.67% Cu (29.3 million lbs. Cu) and Inferred Resources of 443,000 tonnes grading 1.57% Cu (15.3 million lbs. Cu). On October 15, 2013, Thundermin was informed |
1 | 23068541_b0 | 23068541 | S For the Years Ended December 31, 2014 and 2013 (Expressed in Canadian Dollars)
14. Income Taxes (continued)
The Canadian non-capital loss carry forwards expire as noted in the table below.
The net capital loss carry forward may be carried forward indefinitely, but can only be used to reduce capital gains. Share issue and financing costs expire from 2015 to 2017. Investment tax credit expire from 2025 2034.
The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.
The Company's Canadian non-capital income tax losses expire as follows:
2015 2026 2027 2028 2029 2030 2031 2032 2033 2034
$ 396,890 502,190 451,620 268,730 142,830 300,420
1,895,420 1,735,890
476,260 268,150
$ 6,438,400
31
Corporate Information
Directors
John M. Arnold * Mining Executive, Guelph
James W. Gill * Mining Consultant, Toronto
Hugh D. Harbinson Business Consultant, Toronto
John B. Heslop President and Chief Executive Officer, Thundermin Resources Inc., Burlington
Peter McCarter* Retired Mining Executive, Toronto
* Member of Audit Committee
Officers
James W. Gill Chairman of the Board
John B. Heslop President and Chief Executive Officer
Robert D. B. Suttie Chief Financial Officer
Susan Smith Corporate Secretary
Head Office
Suite 300 133 Richmond Street West Toronto, Ontario M5H 2L3 Telephone: 647-344-1167 Email: info@thundermin.com Website: www.thundermin.com
Auditors MNP LLP, Toronto
Legal Counsel Baker & McKenzie LLP, Toronto
Registrar & Transfer Agent TMX Equity Transfer Services Inc., Toronto
Stock Exchange Listing TSX Venture Exchange (TSXV) Symbol THR
Suite 300, 133 Richmond Street West, Toronto, Ontario M5H 2L3 Telephone: 647-344-1167; Email: info@thundermin.com
www.thundermin.com TSX Venture Exchange (TSXV) symbol THR
|
1 | 23068541_b1 | 23068541 | 804)
1,130 (13,670) 129,340 (47,000)
(137,133)
(57,180) (15,120)
209,433
Income tax recovery reflected in the statement of operations
Deferred Income Taxes
Deferred income taxes are provided as a result of temporary differences that arise due to the differences between the income
tax values and the carrying amount of assets and liabilities. Deferred income tax assets have not been recognized in respect of
the following deductible temporary differences:
2014
2013
$
$
Non-capital losses carried forward Capital losses Mineral properties Share issue costs Mining investment tax credit Property, plant and equipment Marketable securities Intangible assets
6,438,400 4,927,560 21,513,330
62,910 74,550 12,840 415,210 105,640
6,653,330 5,018,260 21,321,620
105,060 74,550 16,890
312,380 113,590
30
THUNDERMIN RESOURCES INC.
NOTES TO FINANCIAL STATEMENTS For the Years Ended December 31, 2014 and 2013 (Expressed in Canadian Dollars)
14. Income Taxes (continued)
The Canadian non-capital loss carry forwards expire as noted in the table below.
The net capital loss carry forward may be carried forward indefinitely, but can only be used to reduce capital gains. Share issue and financing costs expire from 2015 to 2017. Investment tax credit expire from 2025 2034.
The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.
The Company's Canadian non-capital income tax losses expire as follows:
2015 2026 2027 2028 2029 2030 2031 2032 2033 2034
$ 396,890 502,190 451,620 268,730 142,830 300,420
1,895,420 1,735,890
476,260 268,150
$ 6,438,400
31
Corporate Information
Directors
John M. Arnold * Mining Executive, Guelph
James W. |
1 | 23095833_0 | 23095833 | The Intertain Group Limited Annual Report 2014 01 About Intertain 02 Letter to Shareholders 08 Management Team 10 Licences & Locations 12 Our Brands 14 Vision 17 Management's Discussion and Analysis 31 Audited Consolidated Financial Statements 37 Notes to the Audited Consolidated Financial Statements
Investment meets entertainment. This is Intertain.
Intertain is an online gaming company that provides entertainment to a global consumer base. Intertain currently offers bingo and casino to its customers using the InterCasino www.intercasino.com, Costa www.costabingo.com, Vera&John www.verajohn.com, and Jackpotjoy www.jackpotjoy.com brands. For more information about Intertain, please visit www.intertain.com.
UNLESS OTHERWISE INDICATED, ALL DOLLAR (``$'') AMOUNTS IN THIS ANNUAL REPORT ARE EXPRESSED IN CANADIAN DOLLARS.
THE INTERTAIN GROUP LIMITED | ANNUAL REPORT 2014
01
JOHN KENNEDY FITZGERALD PRESIDENT & CHIEF EXECUTIVE OFFICER
Dear Shareholders
2014 was an incredible first year for Intertain, and it represents the result of three years of hard work and planning.
The company completed its listing on the TSX in February 2014 and immediately embarked on a series of accretive acquisitions. Intertain is now one of the top 10 online gaming companies globally1, the largest online bingo-led company globally, has the highest percentage of revenue from regulated markets amongst its peer group, and is a major player in M&A activity after only 12 months of operation.
Add to that, Intertain became one of the fastest growing companies on the TSX in 2014 and the one to watch in the technology sector. Intertain today is a highly focused company whose goal is to solidify and grow its current position based on size, scale, and unmatched capabilities in a single vertical -- bingo.
A Brief History of Intertain
Intertain was formed upon completion of its listing on the TSX on February 14, 2014 when it acquired the InterCasino brands from a subsidiary of Amaya Inc.
With this acquisition, Intertain became the owner of one of the best and oldest online casino brands in the market and started on an aggressive series of deals to establish the company as a leader in online gaming.
By July 2014, Intertain had acquired |
1 | 23095833_1 | 23095833 | result of three years of hard work and planning.
The company completed its listing on the TSX in February 2014 and immediately embarked on a series of accretive acquisitions. Intertain is now one of the top 10 online gaming companies globally1, the largest online bingo-led company globally, has the highest percentage of revenue from regulated markets amongst its peer group, and is a major player in M&A activity after only 12 months of operation.
Add to that, Intertain became one of the fastest growing companies on the TSX in 2014 and the one to watch in the technology sector. Intertain today is a highly focused company whose goal is to solidify and grow its current position based on size, scale, and unmatched capabilities in a single vertical -- bingo.
A Brief History of Intertain
Intertain was formed upon completion of its listing on the TSX on February 14, 2014 when it acquired the InterCasino brands from a subsidiary of Amaya Inc.
With this acquisition, Intertain became the owner of one of the best and oldest online casino brands in the market and started on an aggressive series of deals to establish the company as a leader in online gaming.
By July 2014, Intertain had acquired Mandalay Media Group. Mandalay owns some of the United Kingdom's leading online bingo websites including Costa Bingo, Sing Bingo, City Bingo, Fancy Bingo and Rio Bingo, as well as leading affiliate sites Casino Choice and Ignite.
In December 2014, Intertain completed the acquisition of Vera&John, a, fully integrated global online casino that operates under three core brands: Vera&John, Vera&Juan, and Vera&John Social.
And in early February 2015, Intertain and privately held Gamesys Ltd, the leading online bingo-led business and owner and operator of Jackpotjoy, Starspins, and Botemania, announced they had entered into a binding agreement for the purchase of these brands by Intertain. This acquisition closed on April 8, 2015.
1 BASED ON COMPARABLE ONLINE GAMING COMPANIES WITH A SIMILAR SCOPE AND NATURE OF OPERATIONS.
THE INTERTAIN GROUP LIMITED | ANNUAL REPORT 2014
03
STAN DUNFORD CHAIRMAN OF THE BOARD
Intertain raised several hundred million dollars in both debt and equity to finance these transactions:
GAMESYS: $483.0 million ( |
1 | 23095833_2 | 23095833 | Mandalay Media Group. Mandalay owns some of the United Kingdom's leading online bingo websites including Costa Bingo, Sing Bingo, City Bingo, Fancy Bingo and Rio Bingo, as well as leading affiliate sites Casino Choice and Ignite.
In December 2014, Intertain completed the acquisition of Vera&John, a, fully integrated global online casino that operates under three core brands: Vera&John, Vera&Juan, and Vera&John Social.
And in early February 2015, Intertain and privately held Gamesys Ltd, the leading online bingo-led business and owner and operator of Jackpotjoy, Starspins, and Botemania, announced they had entered into a binding agreement for the purchase of these brands by Intertain. This acquisition closed on April 8, 2015.
1 BASED ON COMPARABLE ONLINE GAMING COMPANIES WITH A SIMILAR SCOPE AND NATURE OF OPERATIONS.
THE INTERTAIN GROUP LIMITED | ANNUAL REPORT 2014
03
STAN DUNFORD CHAIRMAN OF THE BOARD
Intertain raised several hundred million dollars in both debt and equity to finance these transactions:
GAMESYS: $483.0 million (Equity) and $352.0 million (USD Debt) was raised in cash and $108.5 million through the issuance of common shares to Gamesys
VERA&JOHN: 44.5 million (Cash) was deployed from cash on hand and the exercise of warrants and 36.5 million through the issuance of common shares to the vendors
These three deals, combined with management's successful implementation of its intensive business development strategy, have powered Intertain's rise to its current position of distinction.
MANDALAY: $52.3 million (Equity) and $51.2 million (Debt) was raised in cash
The Bingo Focus
The online gaming industry had already seen what could be done with an exclusive and laser-like focus on poker, but no one was looking at online bingo through the same lens until Intertain arrived on the scene. Unlike Intertain's competitors, which are chasing the same pool of players (men, aged 18-34) for poker, sports betting and casino games in a very competitive environment, Intertain saw an opportunity to target and attract the female demographic, which represents the vast majority of online bingo players and was woefully underserviced. Bingo also has low |
1 | 23095833_3 | 23095833 | Equity) and $352.0 million (USD Debt) was raised in cash and $108.5 million through the issuance of common shares to Gamesys
VERA&JOHN: 44.5 million (Cash) was deployed from cash on hand and the exercise of warrants and 36.5 million through the issuance of common shares to the vendors
These three deals, combined with management's successful implementation of its intensive business development strategy, have powered Intertain's rise to its current position of distinction.
MANDALAY: $52.3 million (Equity) and $51.2 million (Debt) was raised in cash
The Bingo Focus
The online gaming industry had already seen what could be done with an exclusive and laser-like focus on poker, but no one was looking at online bingo through the same lens until Intertain arrived on the scene. Unlike Intertain's competitors, which are chasing the same pool of players (men, aged 18-34) for poker, sports betting and casino games in a very competitive environment, Intertain saw an opportunity to target and attract the female demographic, which represents the vast majority of online bingo players and was woefully underserviced. Bingo also has low market saturation compared with poker and casino.
Bingo was attractive to us because of several significant value drivers:
1 2 3 4 5
LIQUIDITY
Like poker, online bingo is a peerto-peer game and relies on player liquidity to drive greater jackpots and amount of games. Liquidity refers to having enough players to create a good experience for the customer and to make the operation profitable. Jackpotjoy has the most liquidity, which we plan to expand to new regulated markets globally.
COMMUNITY AND LOYALTY
Bingo has a builtin community as friends arrange to play online together. Communities tend to be very loyal to a particular brand or website and yield substantial retention rates compared to other gaming verticals. A large community means low volatility and higher predictability when it comes to revenue.
DECREASED COST PER ACQUISITION
With a handful of strong and popular brands in Intertain's inventory, customer acquisition can involve minimal effort. Customers actively seek out our brands because they are so big and their products are outstanding.
INTERTAIN FORMED
COST OF SUPPLIES
The sheer scale of our company now allows us to negotiate effectively with suppliers, which means lower |
1 | 23095833_b0 | 23095833 | & CEO & Director Chief Financial Officer Director Director Director Director Director Director
NOTES:
1 AUDIT COMMITTEE MEMBER. 2 COMPENSATION AND NOMINATING COMMITTEE MEMBER. 3 CORPORATE GOVERNANCE COMMITTEE MEMBER.
THE INTERTAIN GROUP LIMITED | NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
66
FOR THE YEAR ENDED DECEMBER 31, 2014
Corporate Information
Additional Information
STOCK EXCHANGE LISTING The Intertain Group Limited common shares are listed on the Toronto (TSX) stock exchange Trading symbol: IT
DIVIDENDS AND DISTRIBUTIONS
Additional information relating to the Company is available under the profile of the Company on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), which can be accessed at www.sedar.com
During the year end December 31, 2014, Intertain declared a cash dividend of $0.0317 per Common Share on 13,603,203 Common Shares issued and outstanding resulting for an aggregate payment of $431,569.88
FINANCIAL CALENDAR*
Announcement of 2015 second quarter financial results: August 15, 2015
Announcement of 2015 third quarter financial results: November 15, 2015
TRANSFER AGENT AND REGISTRAR
Announcement of 2015 fourth quarter and year end financial results: March 30, 2016
The transfer agent and registrar of the Company is CST Trust Company, 320 Bay Street, 3rd Floor, Toronto, Ontario, M5H 4A6
* DATES ARE SUBJECT TO CHANGE
ADDRESS 24 Duncan Street, Floor 2 Toronto, Ontario M5V 2B8 Canada
PUBLICATIONS AND MAILING LISTS
To request publications or to be added to a mailing list please email info@intertain.com
INTERTAIN INQUIRIES
Please contact Amanda Brewer, Vice President, Corporate Communications
abrewer@intertain.com (416) 720-8150
AUDITORS BDO LLP
DESIGN: PREMISE.CA / PRINT: MI5.COM
THE INTERTAIN GROUP LIMITED | NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
68
FOR THE YEAR ENDED DECEMBER 31, 2014
|
1 | 23095833_b1 | 23095833 | legislation in other jurisdictions. The maintenance and integrity of the website is the responsibility of The Intertain Group Limited. The Intertain Group Limited's responsibility also extends to the ongoing integrity of the financial information contained therein.
Directors and Officers
Brent Choi, David Danziger, Stan Dunford, John Fielding, John Kennedy FitzGerald, Paul Pathak and Mark Redmond are the members of the Board. Mr. FitzGerald acts as Chief Executive Officer and Keith Laslop acts as Chief Financial Officer of Intertain.
John Kennedy FitzGerald, President & CEO The Intertain Group Limited, Ontario, Canada
Keith Laslop, CFO The Intertain Group Limited, Ontario, Canada
Brent Choi, Chief Creative & Integration Officer J. Walter Thompson Canada, Ontario, Canada 2, 3
David Danziger, Partner MNP LLP, Ontario, Canada 2
Stan Dunford, Chairman & CEO Contrans Group Inc., Ontario, Canada 1
John Fielding, Chairman of the Board Ethoca Technologies, Ontario, Canada 1, 2
Paul Pathak, Partner Chitiz Pathak LLP, Ontario, Canada 3
Mark Redmond, President & CEO SiriusXM Canada, Ontario, Canada 1, 3
President & CEO & Director Chief Financial Officer Director Director Director Director Director Director
NOTES:
1 AUDIT COMMITTEE MEMBER. 2 COMPENSATION AND NOMINATING COMMITTEE MEMBER. 3 CORPORATE GOVERNANCE COMMITTEE MEMBER.
THE INTERTAIN GROUP LIMITED | NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
66
FOR THE YEAR ENDED DECEMBER 31, 2014
Corporate Information
Additional Information
STOCK EXCHANGE LISTING The Intertain Group Limited common shares are listed on the Toronto (TSX) stock exchange Trading symbol: IT
DIVIDENDS AND DISTRIBUTIONS
Additional information relating to the Company is available under the profile of the Company on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), which can be accessed at www.sedar.com
During the year end December 31, 2014, Intertain declared a cash dividend of $0.0317 per Common Share on 13,603,203 Common Shares issued and outstanding resulting for an aggregate payment of $431,569.88
FINANCIAL CALENDAR*
Announcement of 2015 |
1 | 23230270_0 | 23230270 | A Gold Resource Royalty Company
ANNUAL INFORMATION FORM
March 30, 2016
-2-
TABLE OF CONTENTS
Forward Looking Statements
2
Currency and Exchange Rates
2
Name and Organization
3
Development of the Company's Business
3
Three Year History
3
Significant Acquisitions and Dispositions
3
Future Plans
3
Description of the Company's Business
3
Rosebel Royalty
3
Other Information Regarding the Company's Business
6
Risk Factors
7
Directors and Officers
9
Audit and Corporate Governance Committee
10
Dividends and Issuance Premium
12
Capital Structure
12
Market for Securities
14
Transfer Agent and Registrar
14
Material Contracts
15
Interests of Experts
15
Additional Information
15
FORWARD LOOKING STATEMENTS
This Annual Information Form contains forward-looking statements, with respect to the Company's financial condition, results of operations, business prospects, plans, objectives, goals, strategies, future events, capital expenditure, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Annual Information Form. These statements include comments regarding expectations of future participation rights payments. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this Annual Information Form. These forward looking statements involve a number of risks and uncertainties. See "Risk Factors".
CURRENCY AND EXCHANGE RATES
In this Annual Information Form, certain additional information is presented in United States dollars ("US$"), in Canadian dollars ("C$") and in euros (""). On December 31, 2015, US$1.00 equalled C$ |
1 | 23230270_1 | 23230270 | strategies, future events, capital expenditure, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Annual Information Form. These statements include comments regarding expectations of future participation rights payments. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this Annual Information Form. These forward looking statements involve a number of risks and uncertainties. See "Risk Factors".
CURRENCY AND EXCHANGE RATES
In this Annual Information Form, certain additional information is presented in United States dollars ("US$"), in Canadian dollars ("C$") and in euros (""). On December 31, 2015, US$1.00 equalled C$1.3840 or 0.9208.
-3-
NAME AND ORGANIZATION
EURO Ressources S.A. (the "Company") is a corporation incorporated under the laws of France on April 20, 1993 under the name "Guyanor Ressources S.A.". On June 23, 2005, the Company's name was changed to its present name. The Company's registered office is located at 23, rue du Roule, 75001 Paris, France. The Company's principal executive office is located at Suite 3200, 401 Bay Street, PO Box 153, Toronto, Ontario, Canada M5H 2Y4. The Company has no subsidiaries.
DEVELOPMENT OF THE COMPANY'S BUSINESS
Three Year History
In December 2011, the Company entered into an option agreement (the "Columbus Option") with Columbus Gold Corporation ("Columbus"), a TSX-V listed issuer, allowing for the restructuring of the existing royalty (the "Paul Isnard Royalty") held by the Company on gold production from eight mineral concessions (the "Paul Isnard Concessions") in French Guiana. On November 7, 2013, Columbus exercised the Columbus Option for consideration paid |
1 | 23230270_2 | 23230270 | 1.3840 or 0.9208.
-3-
NAME AND ORGANIZATION
EURO Ressources S.A. (the "Company") is a corporation incorporated under the laws of France on April 20, 1993 under the name "Guyanor Ressources S.A.". On June 23, 2005, the Company's name was changed to its present name. The Company's registered office is located at 23, rue du Roule, 75001 Paris, France. The Company's principal executive office is located at Suite 3200, 401 Bay Street, PO Box 153, Toronto, Ontario, Canada M5H 2Y4. The Company has no subsidiaries.
DEVELOPMENT OF THE COMPANY'S BUSINESS
Three Year History
In December 2011, the Company entered into an option agreement (the "Columbus Option") with Columbus Gold Corporation ("Columbus"), a TSX-V listed issuer, allowing for the restructuring of the existing royalty (the "Paul Isnard Royalty") held by the Company on gold production from eight mineral concessions (the "Paul Isnard Concessions") in French Guiana. On November 7, 2013, Columbus exercised the Columbus Option for consideration paid to the Company consisting of cash, shares of Columbus and a retained net smelter returns royalty over the Paul Isnard Concessions and a surrounding area of interest. In return, the Company transferred to Columbus the Paul Isnard Royalty.
Significant Acquisitions and Dispositions
During the year ended December 31, 2015 there were no significant acquisitions or dispositions completed by the Company.
Future Plans
In 2016, the Company will continue to receive a revenue royalty on the Rosebel Gold Mine in Suriname (the "Rosebel Royalty"). The Rosebel gold mine is 95% owned by IAMGOLD Corporation ("IAMGOLD") and is operated by IAMGOLD.
DESCRIPTION OF THE COMPANY'S BUSINESS
The Company's principal business activity is the holding of the Rosebel Royalty on the Rosebel g old mine.
On December 17, 2015, IAMGOLD announced the closing of its simplified public tender offer (the "Offer") for EURO launched on November 16, 2015. The Offer was to acquire all of the outstanding commons shares of EURO that IAMGOLD did not already own for cash consideration of 2.84 per share. Following the completion of the Offer by |
1 | 23230270_3 | 23230270 | to the Company consisting of cash, shares of Columbus and a retained net smelter returns royalty over the Paul Isnard Concessions and a surrounding area of interest. In return, the Company transferred to Columbus the Paul Isnard Royalty.
Significant Acquisitions and Dispositions
During the year ended December 31, 2015 there were no significant acquisitions or dispositions completed by the Company.
Future Plans
In 2016, the Company will continue to receive a revenue royalty on the Rosebel Gold Mine in Suriname (the "Rosebel Royalty"). The Rosebel gold mine is 95% owned by IAMGOLD Corporation ("IAMGOLD") and is operated by IAMGOLD.
DESCRIPTION OF THE COMPANY'S BUSINESS
The Company's principal business activity is the holding of the Rosebel Royalty on the Rosebel g old mine.
On December 17, 2015, IAMGOLD announced the closing of its simplified public tender offer (the "Offer") for EURO launched on November 16, 2015. The Offer was to acquire all of the outstanding commons shares of EURO that IAMGOLD did not already own for cash consideration of 2.84 per share. Following the completion of the Offer by IAMGOLD, IAMGOLD now owns directly and indirectly, a total of 56,058,191 common shares of the Company, representing 89.71% of the issued and outstanding common shares of the Company. At December 31, 2014, IAMGOLD France S.A.S., a wholly owned subsidiary of IAMGOLD, owned approximately 86% of all outstanding shares of EURO.
Rosebel Royalty
Economic Terms of the Rosebel Royalty
The Rosebel Royalty provides for payment by IAMGOLD to the Company of cash amounts determined with reference to the volume of gold produced at the Rosebel Gold Mine. The Rosebel Royalty requires IAMGOLD to pay an amount determined as the product of: (i) gold production and (ii) in respect of production from soft and transitional rock, 10% of the amount by which the gold price exceeds US$300 per ounce and in respect of production from hard rock, 10% of the amount by which gold price exceeds US$350 per ounce. The royalty is calculated and payable quarterly and after deduction from production of a fixed royalty of 2% of production payable in kind to the Government of Suriname. The Rosebel Royalty payable by I |
1 | 23230270_b0 | 23230270 | matters;
(4)
recommend to the Board of Directors each year the retention or replacement of the external
auditors; if there is a plan to change auditors, review all issues related to the change and the
steps planned for an orderly transition;
(5)
annually review and recommend for approval to the Board the terms of engagement and the
remuneration of the external auditor;
(6)
pre-approve all non-audit services to be performed by the external auditors that are not
prohibited by law (unless not required by applicable law); and
(7)
ensure the rotation of the lead or coordinating audit partner having primary responsibility for the
audit as required by law.
F.
Legal Compliance
The Committee shall:
(1)
review legal matters with the Company's legal counsel; and
(2)
establish procedures for (a) the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls and auditing matters; and (b) the
confidential, anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.
G.
Material Disclosure Documents
The Committee shall review the contents of any financial information within any prospectus, information circular or other material disclosure documents prior to their release and recommend their approval to the Board.
H.
The Committee shall review a summary, at least annually, of professional fees paid or payable in respect
of accounting, tax, or legal matters.
IV.
ACCOUNTABILITY
A.
The Committee shall report to the directors at their next regular meeting all such action it has taken since
the previous report.
B.
The Committee is empowered to investigate any activity of the Company and all employees are to
cooperate as requested by the Committee. The Committee may retain and compensate persons having
special expertise to assist it in fulfilling its responsibilities and the Company/Company shall provide
sufficient funding for this purpose.
C.
The Committee is authorized to request the presence of, at any meeting, a representative from
external auditors, senior management, legal counsel, or anyone else who could contribute
substantively to the subject of the meeting.
|
1 | 23230270_b1 | 23230270 | claims and assessments;
(9)
discuss the annual financial statements and the auditors' report thereon in detail with the
Company's officers and auditors;
(10) review the Annual Report and other annual public information documents including the Annual Information Form and Management's Discussion and Analysis;
(11) provide to the Board a recommendation as to whether the annual financial statements should be approved;
(12) review the Company's various sources of risk and management's plans to mitigate such risk including insurance, hedging, etc.; and
(13) review the actuarial finding status of the pension plans managed by the Company.
E.
External Audit Terms of Reference, Reports, Planning and Appointment
The external auditor shall report directly to the Committee. The Committee shall:
(1)
review the audit plan with the external auditors;
(2)
annually review and discuss with the external auditors all significant relationships they have
with the Company that could impair the external auditors independence;
(3)
discuss with the external auditors, without management present, matters affecting the
conduct of their audit and other corporate matters;
(4)
recommend to the Board of Directors each year the retention or replacement of the external
auditors; if there is a plan to change auditors, review all issues related to the change and the
steps planned for an orderly transition;
(5)
annually review and recommend for approval to the Board the terms of engagement and the
remuneration of the external auditor;
(6)
pre-approve all non-audit services to be performed by the external auditors that are not
prohibited by law (unless not required by applicable law); and
(7)
ensure the rotation of the lead or coordinating audit partner having primary responsibility for the
audit as required by law.
F.
Legal Compliance
The Committee shall:
(1)
review legal matters with the Company's legal counsel; and
(2)
establish procedures for (a) the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls and auditing matters; and (b) the
confidential, anonymous submission by employees of the Company of concerns |
1 | 23231844_0 | 23231844 | VERDE POTASH PLC
ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2015
March 30, 2016
TABLE OF CONTENTS
DEFINITIONS.................................................1
FORWARD-LOOKING
INFORMATION..............................................1
CURRENCY AND EXCHANGE
RATE INFORMATION..................................3
CORPORATE STRUCTURE........................3
Name, Address and Incorporation...............3
Inter-corporate Relationships......................4
GENERAL DEVELOPMENT AND
DESCRIPTION OF THE BUSINESS............5
General........................................................5
Three Year History......................................5
Competitive Conditions...............................9
Foreign Operations....................................10
Product Development................................10
CERRADO VERDE PROJECT...................10
General......................................................10
Project Description and Location..............11
Accessibility, Climate, Local Resources, Infrastructure and
Physiography.............................................13
History.......................................................15
Exploration and Drilling............................18
Sample Preparation, Analyses and
Security...................................................... 18
Mineral Processing and
Metallurgical Testing.................................20
Mineral Resource Estimates......................21
Mineral Reserve Estimates........................24
Proposed Mining Operations.....................24
Market Studies and Contracts....................26
Contracts.................................................... 29
Pricing Composition..................................29
Price Forecast............................................33
Indicative Economics................................34
OTHER MINERAL PROJECTS.................35
Calcario Limestone Project.......................35
RISK FACTORS............................................36
DIVIDENDS...................................................43
Dividend Policy.........................................43
Ontario vs. English Corporate Law.......... 45
Brazilian Corporate Law........................... 51
MARKET FOR SECURITIES.................... 52
Trading Price and Volume........................ 52
Prior Sales................................................. 52
DIRECTORS AND OFFICERS.................. 52
|
1 | 23231844_1 | 23231844 | Drilling............................18
Sample Preparation, Analyses and
Security...................................................... 18
Mineral Processing and
Metallurgical Testing.................................20
Mineral Resource Estimates......................21
Mineral Reserve Estimates........................24
Proposed Mining Operations.....................24
Market Studies and Contracts....................26
Contracts.................................................... 29
Pricing Composition..................................29
Price Forecast............................................33
Indicative Economics................................34
OTHER MINERAL PROJECTS.................35
Calcario Limestone Project.......................35
RISK FACTORS............................................36
DIVIDENDS...................................................43
Dividend Policy.........................................43
Ontario vs. English Corporate Law.......... 45
Brazilian Corporate Law........................... 51
MARKET FOR SECURITIES.................... 52
Trading Price and Volume........................ 52
Prior Sales................................................. 52
DIRECTORS AND OFFICERS.................. 52
Names, Occupation and Security
Holding..................................................... 52
Management of Subsidiaries..................... 54
Cease Trade Orders, Bankruptcies,
Penalties or Sanctions............................... 55
Conflicts of Interest.................................. 55
LEGAL PROCEEDINGS............................. 55
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS......................................... 56
TRANSFER AGENTS AND
REGISTRARS............................................... 56
MATERIAL CONTRACTS......................... 56
NAMES AND INTERESTS OF
EXPERTS....................................................... 56
AUDIT COMMITTEE
INFORMATION........................................... 57
ADDITIONAL INFORMATION................ 59
SCHEDULE A TABLE OF
ABBREVIATIONS....................................... 60
SCHEDULE B AUDIT
COMMITTEE CHARTER............................ 1
DESCRIPTION OF CAPITAL
STRUCTURE.................................................43
Ordinary Shares.........................................43
Articles of |
1 | 23231844_2 | 23231844 |
Names, Occupation and Security
Holding..................................................... 52
Management of Subsidiaries..................... 54
Cease Trade Orders, Bankruptcies,
Penalties or Sanctions............................... 55
Conflicts of Interest.................................. 55
LEGAL PROCEEDINGS............................. 55
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS......................................... 56
TRANSFER AGENTS AND
REGISTRARS............................................... 56
MATERIAL CONTRACTS......................... 56
NAMES AND INTERESTS OF
EXPERTS....................................................... 56
AUDIT COMMITTEE
INFORMATION........................................... 57
ADDITIONAL INFORMATION................ 59
SCHEDULE A TABLE OF
ABBREVIATIONS....................................... 60
SCHEDULE B AUDIT
COMMITTEE CHARTER............................ 1
DESCRIPTION OF CAPITAL
STRUCTURE.................................................43
Ordinary Shares.........................................43
Articles of Association..............................43
COMPARISON OF FOREIGN
LAWS..............................................................45
-i-
DEFINITIONS
In addition to certain terms defined in the body of this annual information form (hereinafter "AIF"), Schedule A sets out the meaning of certain abbreviated terms.
FORWARD-LOOKING INFORMATION
Certain statements in this AIF contain forward-looking information about Verde Potash Plc ("Verde Potash", "Verde" or the "Company"). Forward-looking information can often be identified by the use of forward-looking terminology such as "anticipate", "believe", "continue", "estimate", "expect", "goal", "intend", "may", "plan" or "will" or the negative thereof, or variations thereon or similar terminology.
Forward-looking information in this AIF includes, but is not limited to:
· the pre-feasibility study on the production of TK47TM (previously known as ThermoPotash) at the Company's Cerrado Verde Project in Brazil, including forecasts of total resource tonnage, average grade of potash |
1 | 23231844_3 | 23231844 | Association..............................43
COMPARISON OF FOREIGN
LAWS..............................................................45
-i-
DEFINITIONS
In addition to certain terms defined in the body of this annual information form (hereinafter "AIF"), Schedule A sets out the meaning of certain abbreviated terms.
FORWARD-LOOKING INFORMATION
Certain statements in this AIF contain forward-looking information about Verde Potash Plc ("Verde Potash", "Verde" or the "Company"). Forward-looking information can often be identified by the use of forward-looking terminology such as "anticipate", "believe", "continue", "estimate", "expect", "goal", "intend", "may", "plan" or "will" or the negative thereof, or variations thereon or similar terminology.
Forward-looking information in this AIF includes, but is not limited to:
· the pre-feasibility study on the production of TK47TM (previously known as ThermoPotash) at the Company's Cerrado Verde Project in Brazil, including forecasts of total resource tonnage, average grade of potash ("K2O") in the glauconitic meta-argillite material (a potassium ("K") silicate rock), production, capital and operating costs, net present value, internal rate of return and payback period (the "TK47TM PFS");
· the Company's plans for the exploration and development of, and production from, the Cerrado Verde Project and, the Company's other mineral properties;
· environmental licensing for the Cerrado Verde Project;
· the suitability of the Company's agricultural products for its intended commercial use and Brazil's domestic fertilizer needs; and
· the prospects for the Company's exploration properties.
Forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Although the Company believes that its expectations reflected in the forward-looking information are reasonable, such information involves known or unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or the Company's projects to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such uncertainties and factors include, but are not limited to:
· general business, economic, competitive, political and |
1 | 23231844_b0 | 23231844 | ii) The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
(viii) The Committee shall establish procedures for:
(A) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
B-3
(B) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
(ix) The Committee shall provide oversight to related party transactions entered into by the Corporation.
B.
Independent Auditors
(a) The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
(b) The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.
(c) The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.
(d) The Committee shall review the Independent Auditor's audit plan, including scope, procedures and timing of the audit.
(e) The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit.
(f)
The Committee shall obtain timely reports from the Independent Auditors describing critical
accounting policies and practices, alternative treatments of information within GAAP that were
discussed with management, their ramifications, and the Independent Auditors' preferred
treatment and material written communications between the Corporation and the Independent
Auditors.
(g) The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.
(h) The Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former auditor of the Corporation.
C.
Other Responsibilities
The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.
B-4
|
1 | 23231844_b1 | 23231844 | management's internal control report and the evaluation of such report by the Independent Auditors, together with management's response.
(iii) The Committee shall review management's discussion and analysis relating to annual and interim financial statements and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws prior to their being filed with the appropriate regulatory authorities.
(iv) The Committee shall meet no less frequently than annually with the Independent Auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, deems appropriate.
(v) The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.
(vi) The Committee shall review the post-audit or management letter containing the recommendations of the Independent Auditors and management's response and subsequent follow-up to any identified weaknesses.
(vii) The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
(viii) The Committee shall establish procedures for:
(A) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
B-3
(B) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
(ix) The Committee shall provide oversight to related party transactions entered into by the Corporation.
B.
Independent Auditors
(a) The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
(b) The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.
(c) The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to |
1 | 23257782_0 | 23257782 | integrity. innovation. involvement.
foraco international
2014 annual report
A WORLD LEADER IN MINERAL & WATER DRILLING
INTEGRITY INNOVATION INVOLVEMENT
Foraco International SA (TSX: FAR) is a world leading mineral and water driller. We operate in 23 countries providing a modern drilling fleet, best-in-class safety standards, and a versatile, well trained work force. Through extensive international drilling experience, Foraco's expertise specializes in engineering custom drill rigs and specific techniques to meet their customer's exact drilling requirements.
To support our mining customers, we provide a range of drilling services through each phase of a mine's life; from exploration to life-of-mine extensions. We also have a long history of drilling water wells for rural communities, and more recently have been providing access to water, or dewatering for mining projects.
DIAMOND CORE Surface Underground Deep Directional Drilling Air Core
ROTARY Reverse Circulation Down-the-Hole Hammer RAB Large Diameter Bulk
Sampling
2 Foraco International Annual Report 2014
Surface Core Canada
FAR activity by mine stage 2014
Water Feasibility Stage Life of Mine Extension Exploration
Foraco InteMrnautliotni-aPl AunrnpuoalsReep-oRrtu20s1s4ia3
DRILLING SOLUTIONS
SAFETY AND CUSTOMER FIRST CULTURE
Foraco's collaborative approach provides customers with peace of mind that all their necessary drilling requirements can be met with one company in a safe and efficient manner. We do not compromise on safe work or service quality, even in a challenging market. Our global footprint allows us to collaborate with other regions by exchanging technical resources, equipment, and personnel to ensure efficient and effective response to our customers' needs. Drilling provides truth to mining projects by determining grade and geotechnical parameters. Bulk sampling provides material for metallurgical testing, and determining a project's access to water is always a fundamental task.
Safety and Customer First Culture, EMEA 4 Foraco International Annual Report 2014
Core Drilling Chile Underground Coring Mali
WE SPEAK DRILLING
PEOPLE MAKE THE DIFFERENCE
Our people are our greatest asset and Foraco has some of the best |
1 | 23257782_1 | 23257782 | by mine stage 2014
Water Feasibility Stage Life of Mine Extension Exploration
Foraco InteMrnautliotni-aPl AunrnpuoalsReep-oRrtu20s1s4ia3
DRILLING SOLUTIONS
SAFETY AND CUSTOMER FIRST CULTURE
Foraco's collaborative approach provides customers with peace of mind that all their necessary drilling requirements can be met with one company in a safe and efficient manner. We do not compromise on safe work or service quality, even in a challenging market. Our global footprint allows us to collaborate with other regions by exchanging technical resources, equipment, and personnel to ensure efficient and effective response to our customers' needs. Drilling provides truth to mining projects by determining grade and geotechnical parameters. Bulk sampling provides material for metallurgical testing, and determining a project's access to water is always a fundamental task.
Safety and Customer First Culture, EMEA 4 Foraco International Annual Report 2014
Core Drilling Chile Underground Coring Mali
WE SPEAK DRILLING
PEOPLE MAKE THE DIFFERENCE
Our people are our greatest asset and Foraco has some of the best in the business. In 2014, we once again delivered on technically challenging projects while maintaining an industry leading safety record. This can only be done through disciplined emphasis on training, standardization, technology transfer, and best practices that ensure everyone goes home safely at the end of each shift. We remain focussed on finding ways to work even safer under all conditions.
Below find the results of Foraco's 3rd Customer Satisfaction Survey (taken mid-2014):
Would you work with Foraco again?
1 01 000%%
8800%% 6600%% 4400%%
2200%% 00%% YYEESS MMaayybbeeoorrNNoo
Would you recommend our Company?
1 01 000%%
8800%% 6600%% 4400%%
2200%% 00%% YYEESS MMaayybbeeoorrNNoo
6 Foraco International Annual Report 2014
Lost Time Injury Rate Trend per 200,000 hrs
Total Recordable Injury Frequency Rate per 200,000 hrs
2008 2009 2010 2011 2012 2013 2014
Night crew Australia
2008 2009 2010 2011 2012 2013 2014
Site Canada
Foraco International Annual Report 2014 7
FINANCIAL HIGHL |
1 | 23257782_2 | 23257782 | in the business. In 2014, we once again delivered on technically challenging projects while maintaining an industry leading safety record. This can only be done through disciplined emphasis on training, standardization, technology transfer, and best practices that ensure everyone goes home safely at the end of each shift. We remain focussed on finding ways to work even safer under all conditions.
Below find the results of Foraco's 3rd Customer Satisfaction Survey (taken mid-2014):
Would you work with Foraco again?
1 01 000%%
8800%% 6600%% 4400%%
2200%% 00%% YYEESS MMaayybbeeoorrNNoo
Would you recommend our Company?
1 01 000%%
8800%% 6600%% 4400%%
2200%% 00%% YYEESS MMaayybbeeoorrNNoo
6 Foraco International Annual Report 2014
Lost Time Injury Rate Trend per 200,000 hrs
Total Recordable Injury Frequency Rate per 200,000 hrs
2008 2009 2010 2011 2012 2013 2014
Night crew Australia
2008 2009 2010 2011 2012 2013 2014
Site Canada
Foraco International Annual Report 2014 7
FINANCIAL HIGHLIGHTS
In US$ Million
FY 2010
Revenue
164.0
FY 2011
301.1
FY 2012
367.5
FY 2013
247.8
FY 2014
185.5
EBITDA
37.8
73.3
83.1
37.8
14.4
EBITDA %
23.0%
24.3%
22.6%
15.3%
7. 8 %
Net Profit
11.3
Number of Rigs
180
Employees
1,988
30.4 192 2,759
32.6 308 3,349
0.5 303 2,304
( 1 9. 4 ) 302 1,863
Market Conditions Debt Restructuring Positive Free Cashflow
8 Foraco International Annual Report 2014
REGION, COMMODITY & CUSTOMER BASE
13% Latin America
20% North America
26% 25%
Asia Pacific EMEA
16% Brazil
31% |
1 | 23257782_3 | 23257782 | IGHTS
In US$ Million
FY 2010
Revenue
164.0
FY 2011
301.1
FY 2012
367.5
FY 2013
247.8
FY 2014
185.5
EBITDA
37.8
73.3
83.1
37.8
14.4
EBITDA %
23.0%
24.3%
22.6%
15.3%
7. 8 %
Net Profit
11.3
Number of Rigs
180
Employees
1,988
30.4 192 2,759
32.6 308 3,349
0.5 303 2,304
( 1 9. 4 ) 302 1,863
Market Conditions Debt Restructuring Positive Free Cashflow
8 Foraco International Annual Report 2014
REGION, COMMODITY & CUSTOMER BASE
13% Latin America
20% North America
26% 25%
Asia Pacific EMEA
16% Brazil
31% Precious Metals 11% Coal
13% Copper
3% Oil & Gas
15% Iron
2% Other Base Metals
12% Nickel
12% Water
1% Uranium
86%
Majors and Multinational Institutions
14% Juniors
Foraco International Annual Report 2014 9
LETTER TO SHAREHOLDERS
Dear Fellow Shareholders,
2014 was another difficult year both for the mining sector and for our Company.
Commodity prices decreased further for a variety of reasons, including the continuous slowing growth in China, coupled with a change of economic paradigm, lower than expected world GDP growth, the rise of the US dollar against all currencies, and the continuous negative sentiment of the market towards the mining sector. Commodities such as Iron Ore and Coal lost nearly half of their value, while Copper lost 12%. Nickel and Zinc did reasonably well and Gold, although remaining volatile, was mostly above US$1,150 per ounce. Globally, the IMF metal prices index fell 16.7% over the year with a significant drop in the last quarter.
This additional contraction of commodity prices fueled a further steep plunge in activity as |
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58 Notes
SHAREHOLDER INFORMATION
Corporate Head Office
26 Plage de L'Estaque 13016 Marseille, France T: +33.(0)4.96.15.13.60 F: +33.(0)4.96.15.13.61 www.foraco.com
Board of Directors
Daniel Simoncini (Chairman) Jean-Pierre Charmensat Bruno Chabas Warren Holmes Jorge Hurtado
Transfer Agent
Computershare Trust Company of Canada 510 Burrard Street Vancouver, BC V6C 3B9
Auditors
PricewaterhouseCoopers
Legal Counsel
Fasken Martineau DuMoulin LLP
Market Data
Shares of Foraco International S.A. are listed on the Toronto Stock Exchange under the symbol FAR
Annual General Meeting
May 5, 2015 @ 10:00am 26 Plage de L'Estaque 13016 Marseille, France
Investor Contact
Brenda Patterson-Mack T: 1-647-351-5483 or 1-877-795-6363 E: patterson@foraco.com
Shareholder Information 59
Integrity.
We run our business with the highest level of integrity and this value is embedded in all of our daily operations, from the field to our corporate offices.
Innovation.
The global economic, political and geographic landscape is constantly changing and as a result, so is our work environment.
Involvement.
A winning culture and entrepreneurial spirit are two of our key differentiators in the industry.
We practice a fluid bottom-uptop-down communication.
Foraco International 26 Plage de l'Estaque 13016 Marseille, France
www.foraco.com
|
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Notes 57
NOTES
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58 Notes
SHAREHOLDER INFORMATION
Corporate Head Office
26 Plage de L'Estaque 13016 Marseille, France T: +33.(0)4.96.15.13.60 F: +33.(0)4.96.15.13.61 www.foraco.com
Board of Directors
Daniel Simoncini (Chairman) Jean-Pierre Charmensat Bruno Chabas Warren Holmes Jorge Hurtado
Transfer Agent
Computershare Trust Company of Canada 510 Burrard Street Vancouver, BC V6C 3B |
1 | 23413990_0 | 23413990 | A Gold Resource Royalty Company
ANNUAL INFORMATION FORM
March 10, 2017
- 2 -
TABLE OF CONTENTS
Forward Looking Statements
2
Currency and Exchange Rates
2
Name and Organization
3
Development of the Company's Business
3
Three Year History
3
Significant Acquisitions and Dispositions
3
Future Plans
3
Description of the Company's Business
3
Rosebel Royalty
3
Other Information Regarding the Company's Business
6
Risk Factors
6
Directors and Officers
9
Audit and Corporate Governance Committee
10
Dividends and Issuance Premium
12
Capital Structure
12
Market for Securities
14
Transfer Agent and Registrar
14
Material Contracts
15
Interests of Experts
15
Additional Information
15
FORWARD LOOKING STATEMENTS
This Annual Information Form contains forward-looking statements, with respect to the Company's financial condition, results of operations, business prospects, plans, objectives, goals, strategies, future events, capital expenditure, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Annual Information Form. These statements include comments regarding expectations of future participation rights payments. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this Annual Information Form. These forward looking statements involve a number of risks and uncertainties. See "Risk Factors".
CURRENCY AND EXCHANGE RATES
In this Annual Information Form, certain additional information is presented in United States dollars ("US$"), in Canadian dollars ("C$") and in euros (""). On December 31, 2016, US$1.00 equalled C$ |
1 | 23413990_1 | 23413990 | strategies, future events, capital expenditure, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Annual Information Form. These statements include comments regarding expectations of future participation rights payments. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this Annual Information Form. These forward looking statements involve a number of risks and uncertainties. See "Risk Factors".
CURRENCY AND EXCHANGE RATES
In this Annual Information Form, certain additional information is presented in United States dollars ("US$"), in Canadian dollars ("C$") and in euros (""). On December 31, 2016, US$1.00 equalled C$1.3426 or 0.9475.
- 3 -
NAME AND ORGANIZATION
EURO Ressources S.A. (the "Company") is a corporation incorporated under the laws of France on April 20, 1993 under the name "Guyanor Ressources S.A.". On June 23, 2005, the Company's name was changed to its present name. The Company's registered office is located at 23, rue du Roule, 75001 Paris, France. The Company's principal executive office is located at Suite 3200, 401 Bay Street, Suite 3200, PO Box 153, Toronto, Ontario, Canada M5H 2Y4. The Company has no subsidiaries. The Company's website address is www.euroressources.fr.
DEVELOPMENT OF THE COMPANY'S BUSINESS
Three-Year History
Significant Acquisitions and Dispositions
During the three years ended December 31, 2016 there were no significant acquisitions or dispositions completed by the Company.
Future Plans
In 2017, the Company will continue to receive a royalty on the Rosebel Gold Mine in Suriname. Management continues to assess opportunities that could grow the Company beyond the current asset base |
1 | 23413990_2 | 23413990 | 1.3426 or 0.9475.
- 3 -
NAME AND ORGANIZATION
EURO Ressources S.A. (the "Company") is a corporation incorporated under the laws of France on April 20, 1993 under the name "Guyanor Ressources S.A.". On June 23, 2005, the Company's name was changed to its present name. The Company's registered office is located at 23, rue du Roule, 75001 Paris, France. The Company's principal executive office is located at Suite 3200, 401 Bay Street, Suite 3200, PO Box 153, Toronto, Ontario, Canada M5H 2Y4. The Company has no subsidiaries. The Company's website address is www.euroressources.fr.
DEVELOPMENT OF THE COMPANY'S BUSINESS
Three-Year History
Significant Acquisitions and Dispositions
During the three years ended December 31, 2016 there were no significant acquisitions or dispositions completed by the Company.
Future Plans
In 2017, the Company will continue to receive a royalty on the Rosebel Gold Mine in Suriname. Management continues to assess opportunities that could grow the Company beyond the current asset base.
DESCRIPTION OF THE COMPANY'S BUSINESS
The Company's principal business activity is the holding of a royalty payable by IAMGOLD Corporation ("IAMGOLD") related to the gold production of the Rosebel Gold Mine in Suriname (the "Rosebel Royalty"). The Rosebel Gold Mine is 95%-owned by IAMGOLD, and is operated by IAMGOLD. EURO receives quarterly payments from IAMGOLD on this royalty.
IAMGOLD France S.A.S., an indirect wholly owned subsidiary of IAMGOLD, owned approximately 89.71% of all issued and outstanding shares of the Company at December 31, 2016.
Rosebel Royalty
Economic Terms of the Rosebel Royalty
The Rosebel Royalty provides for payment by IAMGOLD to the Company of cash amounts determined with reference to the volume of gold produced at the Rosebel Gold Mine. The Rosebel Royalty requires IAMGOLD to pay an amount determined as the product of: (i) gold production and (ii) in respect of production from soft and transitional rock, 10% of the amount by which the gold price exceeds US$300 per ounce and in respect of production from hard |
1 | 23413990_3 | 23413990 | .
DESCRIPTION OF THE COMPANY'S BUSINESS
The Company's principal business activity is the holding of a royalty payable by IAMGOLD Corporation ("IAMGOLD") related to the gold production of the Rosebel Gold Mine in Suriname (the "Rosebel Royalty"). The Rosebel Gold Mine is 95%-owned by IAMGOLD, and is operated by IAMGOLD. EURO receives quarterly payments from IAMGOLD on this royalty.
IAMGOLD France S.A.S., an indirect wholly owned subsidiary of IAMGOLD, owned approximately 89.71% of all issued and outstanding shares of the Company at December 31, 2016.
Rosebel Royalty
Economic Terms of the Rosebel Royalty
The Rosebel Royalty provides for payment by IAMGOLD to the Company of cash amounts determined with reference to the volume of gold produced at the Rosebel Gold Mine. The Rosebel Royalty requires IAMGOLD to pay an amount determined as the product of: (i) gold production and (ii) in respect of production from soft and transitional rock, 10% of the amount by which the gold price exceeds US$300 per ounce and in respect of production from hard rock, 10% of the amount by which gold price exceeds US$350 per ounce. The royalty is calculated and payable quarterly and after deduction from production of a fixed royalty of 2% of production payable in kind to the Government of Suriname. The Rosebel Royalty payable by IAMGOLD applies to the first 7.0 million ounces of attributable production from the mine. As of December 31, 2016, the Rosebel mine produced 4.4 million ounces of gold and 2.6 million ounces of gold remain under the Rosebel Royalty contract. Rosebel's proven and probable gold reserves as at December 31, 2016 were estimated to 2.1 million ounces of gold, based on IAMGOLD'S public disclosure (December 31, 2015: 2.4 million ounces).
Underlying Mineral Resources of the Rosebel Gold Mine
National Instrument 43-101 of the Canadian Securities Administrators ("NI 43-101") contains certain requirements relating to disclosure of technical information in respect of mineral projects. Pursuant to the provisions of section 9.2(1) of NI 43-101, because the Company's interest in the Rosebel Gold Mine is a royalty interest, the Company is not required to file a technical report because IAMGOLD |
1 | 23413990_b0 | 23413990 | matters;
(4)
recommend to the Board of Directors each year the retention or replacement of the external
auditors; if there is a plan to change auditors, review all issues related to the change and the
steps planned for an orderly transition;
(5)
annually review and recommend for approval to the Board the terms of engagement and the
remuneration of the external auditor;
(6)
pre-approve all non-audit services to be performed by the external auditors that are not
prohibited by law (unless not required by applicable law); and
(7)
ensure the rotation of the lead or coordinating audit partner having primary responsibility for the
audit as required by law.
F.
Legal Compliance
The Committee shall:
(1)
review legal matters with the Company's legal counsel; and
(2)
establish procedures for (a) the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls and auditing matters; and (b) the
confidential, anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.
G.
Material Disclosure Documents
The Committee shall review the contents of any financial information within any prospectus, information circular or other material disclosure documents prior to their release and recommend their approval to the Board.
H.
The Committee shall review a summary, at least annually, of professional fees paid or payable in respect
of accounting, tax, or legal matters.
IV.
ACCOUNTABILITY
A.
The Committee shall report to the directors at their next regular meeting all such action it has taken since
the previous report.
B.
The Committee is empowered to investigate any activity of the Company and all employees are to
cooperate as requested by the Committee. The Committee may retain and compensate persons having
special expertise to assist it in fulfilling its responsibilities and the Company/Company shall provide
sufficient funding for this purpose.
C.
The Committee is authorized to request the presence of, at any meeting, a representative from
external auditors, senior management, legal counsel, or anyone else who could contribute
substantively to the subject of the meeting.
|
1 | 23413990_b1 | 23413990 | claims and assessments;
(9)
discuss the annual financial statements and the auditors' report thereon in detail with the
Company's officers and auditors;
(10) review the Annual Report and other annual public information documents including the Annual Information Form and Management's Discussion and Analysis;
(11) provide to the Board a recommendation as to whether the annual financial statements should be approved;
(12) review the Company's various sources of risk and management's plans to mitigate such risk including insurance, hedging, etc.; and
(13) review the actuarial finding status of the pension plans managed by the Company.
E.
External Audit Terms of Reference, Reports, Planning and Appointment
The external auditor shall report directly to the Committee. The Committee shall:
(1)
review the audit plan with the external auditors;
(2)
annually review and discuss with the external auditors all significant relationships they have
with the Company that could impair the external auditors independence;
(3)
discuss with the external auditors, without management present, matters affecting the
conduct of their audit and other corporate matters;
(4)
recommend to the Board of Directors each year the retention or replacement of the external
auditors; if there is a plan to change auditors, review all issues related to the change and the
steps planned for an orderly transition;
(5)
annually review and recommend for approval to the Board the terms of engagement and the
remuneration of the external auditor;
(6)
pre-approve all non-audit services to be performed by the external auditors that are not
prohibited by law (unless not required by applicable law); and
(7)
ensure the rotation of the lead or coordinating audit partner having primary responsibility for the
audit as required by law.
F.
Legal Compliance
The Committee shall:
(1)
review legal matters with the Company's legal counsel; and
(2)
establish procedures for (a) the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls and auditing matters; and (b) the
confidential, anonymous submission by employees of the Company of concerns |
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