ITEM 4. INFORMATION
OF THE COMPANY
A. History
and Development of the Company
The Company was incorporated
pursuant to the provisions of the
Business Corporations Act
(Alberta) on
May 29, 1996. The Company amended its articles by certificate of amendment
dated October 22, 1997 to remove the private company restrictions. On July 13,
2004 the Company continued out of the province of Alberta into the province of
British Columbia pursuant to the
Business Corporations Act
(British
Columbia).
The Company's
registered and executive office is located at 650-555 West 12th Avenue,
Vancouver, British Columbia, Canada V5Z 3X7, telephone (604) 685-1870,
facsimile (604) 685-6550.
The Company is a
reporting issuer in the provinces of Alberta, British Columbia and Ontario,
Canada.
The Company’s common
shares traded on the Toronto Venture Exchange from December 19, 1997 and on the
Toronto Stock Exchange (“TSX”) from June 8, 2001, under the trading symbol
“PFN”; on the Over-the-Counter Bulletin Board (“OTCBB”) since August 30, 2001 and
the OTCQX™ since October 26, 2010 under the trading symbol “PAWEF”; and are included for trading on the Frankfurt
Stock Exchange, Open Market, under the trading symbol “P7J.F”.
B. Business
Overview
The
Company is a mineral
exploration company focused on the acquisition, exploration and development of
platinum group metals (PGMs), precious and base metals minerals properties.
The Company has not determined
whether these properties contain ore reserves that are economically recoverable
and the Company is considered to be in the exploration stage.
Management's corporate philosophy is to be
a project generator, explorer and project operator with the objective of optioning/joint
venturing projects with major and junior mining companies through to
production.
The Company’s primary project is the River
Valley PGM project in Ontario.
Exploration on the
property is generally not affected by seasonal change, with drill programs
being carried out year round and surface bedrock exploration limited only by
snow cover and spring thaw conditions. Exploration activities are dependent
upon the availability of subcontractors, in particular drilling activities.
These sub-contractors are generally available, however, may vary in price
depending upon availability. The material effects of government regulations on
the Company’s business are disclosed in Item 3 –
Risk Factors
.
The mineral resources
industry is intensely competitive and the Company competes with many companies
that have greater financial resources and technical facilities.
C. Organizational
Structure
18
The Company owns 100% of Pacific
North West Capital Corp. USA, and 100% of Pacific North West Capital de
México, S.A. de C.V. in México (Mr. Harry Barr, CEO of the Company, owns 0.02%).
D. Property,
Plants, and Equipment
PFN rents executive and administrative office space
located at 650-555 West 12th Avenue, Vancouver, British Columbia, V5Z 3X7,
Canada, for the sum of $18,048.00 per month, subject to annual adjustments. The Company has a sub-lease agreement with
Next Gen
Metals Inc.
and El Niño
Ventures Inc.
in which each pays 25% of the total lease payments of the office space.
Mineral Properties
None of the Company’s mineral exploration properties
contain a known commercially mineable mineral deposit.
ONTARIO, CANADA
(I) River Valley PGM Project
The River
Valley mineral claims are located in the
Sudbury Region of Ontario. PFN optioned the River Valley claims
following the discovery of highly anomalous PGM values in grab samples in the
Dana Lake and Azen Creek areas. By an agreement dated January 15, 1999
and amended March 11, 1999 (collectively, the “Agreement”), the Company
acquired a 100% interest in the River Valley claims from Bailey Resources Ltd., Luhta
Resources Ltd. and Pardo Resources Ltd. by issuing 600,000 common shares of PFN
and $265,000 in cash over four years. The River Valley claims are subject to a total 3%
NSR, of which PFN can purchase up to 2% of the NSR from the vendors for
$2,000,000.
On July 14, 1999, PFN entered into an unincorporated 50/50 joint venture
agreement (“JV”) over the River Valley property with Kaymin whereby Kaymin was responsible for funding all
exploration to completion of a feasibility study, which would give Kaymin an
additional 10% interest. In addition, if Kaymin arranged financing for a mine,
it would receive another 5% interest, for a total interest of 65%.
Kaymin continued to fund
exploration under the terms of JV until 2007 and invested over $22M in the
exploration of the property; however, as a result of capital expenditure
reductions during the global financial crisis in 2008, no new funds were
allocated to the River Valley Project above and beyond the minimal holding
costs.
By way of a Mineral Interest
Assignment Agreement dated for reference December 13, 2010, as amended April 6,
2011 (“Assignment Agreement”), on April 7, 2011, PFN completed the purchase
from Kaymin of Kaymin’s 50% interest in the River Valley claims, providing PFN
with an undivided 100% interest in the River Valley PGM Project. Under the terms
of the Assignment Agreement, Kaymin exchanged its 50% interest in the JV, for
a 12% interest in PFN, based on the issued and outstanding common shares of PFN
as of November 30, 2010 (67,543,008 common shares). The aggregate purchase
price for the 50% interest in the River Valley PGM project was:
|
a.
|
8,117,161 fully paid and
non-assessable common shares of PFN (issued); and
|
|
b.
|
three-year warrants
exercisable to purchase 3,000,000 common shares of PFN at a price of $0.30 per
common share.
|
There are no other encumbrances
on the River Valley PGM Project associated with the terms of the Assignment
Agreement, after an 18-month early disposition period lapses, and there are no
back-in rights or take-off agreements between PFN and Kaymin.
In addition
to the River Valley claims, PFN holds various other properties that together
comprise the River Valley Project as shown below:
a)
|
Goldwright
Property.
By agreement dated June 30, 1998 and subsequently amended, the
Company earned a 25% interest from Goldwright Explorations Inc. in certain
mineral claims known as the Janes property, located in Janes Township, Sudbury
Mining District, Ontario, by incurring in excess of $350,000 of exploration
expenditures on the properties by May 31, 2001. Certain of these claims are
subject to a 2% NSR.
|
19
b)
|
Washagami Lake
Property.
The Company entered into an option to purchase agreement dated
February 23, 1999, as amended, whereby the Company could earn a 100% interest in
1 unpatented mining claim unit (16 ha) located in Janes Township, Sudbury
Mining District, Ontario, immediately south of the Frontier property, by making
cash payments of $28,200 (paid). On December 10, 2008, the claim was allowed
to lapse.
|
c)
|
Razor
Property.
The Company acquired a 100% interest in certain mineral claims
located in the Dana Township, Sudbury Mining District for a consideration of
$30,000. The property is subject to a 2% NSR.
|
d)
|
Western
Front Property.
Under an agreement dated November 16, 2001, the Company earned
a 70% interest in certain mineral claims from a company (the Optionor) that
previously had certain directors in common. As consideration the Company paid
$55,000 and issued 20,000 common shares to the Optionors. In addition,
exploration expenditures of $50,000 were completed. The Company has the right
to purchase an additional 30% interest in the property by paying $750,000 to
the Optionor. The property is subject to a 3% NSR the first 1% of which the
Company can purchase for $1,000,000 the second 1% can be purchased for
$2,000,000. The Company and the Optionor will share the NSR buyout privileges
in proportion to their respective interest.
|
Location Map of River Valley PGM Project
relative to the metallurgical facilities in the greater Sudbury region.
20
Property Location and Access
The River valley project is
located in the Dana and Pardo townships of Northern Ontario, approximately 60km
east of Sudbury, Ontario. The project is road accessible in Canada's premier
Ni-Cu-PGM mining and smelting district which boasts perfect infrastructure and
community support for mining activities.
Property and ownership:
River Valley PGM Project is 100% owned by Pacific North West Capital
Corp. The project is under two Mining leases. The Mining Leases cover an area
of 5381.1 hectares, including 4,756.2 hectares of Surface and Mining Rights and
an additional 624.9 hectares of Mining Rights. The Mining Leases cover all of
the NI43-101 mineral resources of the River Valley PGM Project.
The River Valley PGM project was acquired in 1998 by PFN through a number
of transactions. PFN discovered significant PGM occurrences on the property and
entered into a joint venture agreement with Anglo Platinum in 1999. PFN
remained operator of the joint venture.
21
In January 2011, Pacific North West Capital
Corp. successfully negotiated the 100% acquisition of the Project from Anglo
Platinum Limited.To the best of PFN’s knowledge there are no environmental or
other liabilities associated with the River Valley Joint Venture claims.
All exploration to date has been carried out with appropriate work
permits from the Ontario Ministry of Natural Resources. For the future
exploration activities a more elaborate permit may be required, but to PFN’s
knowledge there is no impediment to receiving one.
Claim list and anniversary dates
- River Valley
Mining
Lease/ Claims
|
Size
(Hectares)
|
Township
|
Recorded
|
Current
expiry date
|
CLM450
|
4777.181
|
Dana
|
1-Nov-11
|
31-Oct-32
|
CLM451
|
570.308
|
Pardo
|
11-Jan-12
|
28-Feb-33
|
S
3017059
|
256
|
Pardo
|
8-Apr-04
|
8-Apr-14
|
S
3017060
|
256
|
Pardo
|
8-Apr-04
|
8-Apr-14
|
S
3017061
|
256
|
Pardo
|
8-Apr-04
|
8-Apr-14
|
S
3017062
|
256
|
Pardo
|
8-Apr-04
|
8-Apr-14
|
S
3017085
|
256
|
Pardo
|
8-Apr-04
|
8-Apr-14
|
Climate and Local Resources
Climate is temperate, with
four distinct seasons, typical of the Southern Shield, and moderated by the
proximity to the Great Lakes. Other than over small lakes, drilling and
geophysical surveys can be carried out year round from skidder roads. Drilling
water is sufficient. Surface bedrock exploration can be done for about 7‑8
months of the year. An environmental base line study has not been necessary to
date.
Infrastructure
Sudbury, a major mining and
manufacturing city, can provide all of the infrastructure and technical needs
for any exploration work.
Physiography
The property lies at a mean elevation of
about 325 metres (m) ASL. Relief is moderate and typical of upland Precambrian
Shield topography. The eastern part around Azen Creek is lower and marshy.
Forest cover is mainly poplar with about 25-33% white pine regrowth.
Outcrop exposure on the property is limited
to about 20% with the remaining areas covered mostly by a thin (<1 m) veneer
of glacial till; locally gravel, outwash sand and silt reach 10’s of metres in
thickness. Most of the area around the Dana Lake and Azen Creek areas has been
logged within the past 10 years and new logging took place in the Azen Creek
Area during the summer of 2000.
History and Previous Work
In
1973, the Province of Ontario placed more than 110 Townships in a withdrawn
area referred to as the “Temagami Land Caution” – this region was excluded from
any type of resource exploration and/or development until June 1996. The River
Valley Property was covered by this withdrawn area and as a result, most of the
River Valley Intrusion was never explored for its PGM-Cu-Ni potential.
The
earliest recorded work on the River Valley property was by Kennco Explorations
(Canada) Ltd. in 1968, at which time they conducted an airborne Mag-EM survey
over Janes, Davis, Henry and Dana Townships.
22
Geological Setting
Regional Geology
The River Valley property is primarily underlain by rocks of the RVI, a
large Paleoproterozoic intrusion that forms part of the Huronian-Nipissing
Magmatic Province or the Huronian Metallogenic Province.
Local Geology
The RVI covers more than 100 square
kilometres (km
2)
and lies adjacent to, and straddles, the
Grenville Front within the Grenville Province and the Grenville Front Tectonic
Zone (“GFTZ”). The GFTZ represents a complex zone, several km wide and
consisting of generally southeast-dipping imbricate thrust faults. In the area
of the River Valley property, the GFTZ is located along the westernmost edge of
the claims where it is represented by a system of eastward-dipping (10-25°) thrust faults. This fault system
separates the intrusive rocks of the RVI from younger sedimentary and intrusive
rocks of the Huronian Supergroup (includes Nipissing Diabase). It is likely
that intrusive rocks of the RVI interdigitated within Huronian rocks along the
fault-bound western contact.
Within Pardo Township, a north-trending
apophysis of the RVI appears
to be in fault contact with older (Archean Superior Province) mylonitic
granitic rocks. In Dana Township the western boundary is in fault contact with
rocks of the Southern Province, and the eastern and northern boundaries are in
igneous contact with Archean migmatite and paragneiss of the Superior
Province. The eastern and northern boundaries were previously mapped as being
in contact with rocks of the Grenville Province.
The RVI can be separated into two main
areas on the basis of structural coherence and preservation of primary igneous
features such as contacts and layering. The eastern part of the RVI, located
primarily in Dana and Crerar Townships, is represented by the best preserved
portions of the intrusion and as such the most prospective areas for
discovery. PFN’s River Valley property covers about 40% of this area including
about 10 km of highly prospective northern igneous contact. Further to the
west, in Henry, Janes, Loughrin, Street and Awrey Townships, the geology of the
western part of the RVI is complicated by the effects of Grenville
metamorphism. In this area the rocks are attenuated, folded and structurally
modified such that most of the primary features are absent.
Property Geology
The River Valley property as mapped by the
Company, includes three main mineralized areas with anomalous PGM-Cu-Ni
sulphide mineralization: the Dana Lake Area, Lismer’s Ridge, and Azen Creek
Area.
The
Dana Lake Area of the River Valley property lies within a north-trending
portion of the River Valley Intrusion (RVI). This region of the RVI likely
represents an offshoot of the main intrusive body and appears to be an
up-thrust and rotated portion of the intrusion. In its current position, the
Dana Lake Area represents a lower stratigraphic position in the intrusion that
is now oriented sub-vertical relative to its original, near-horizontal
position. The basal contact of the intrusion undulates in both the horizontal
and vertical direction and this undulation is probably a primary igneous
contact feature. However, the area has been structurally disturbed with
evidence for dip-slip, strike-slip and rotational displacement on the
centimetre to metre scale. Steeply dipping (>80°), decimetre- to metre-scale, modally layered rocks of
the River Valley intrusion overly the contact-related, mineralized breccia unit
and are truncated along the western edge of the intrusion by the Grenville
Front Fault.
23
Mineralization
An economically important feature
commonly shared by the Agnew Lake, East Bull Lake and River Valley Intrusions
is the occurrence of a copper-nickel-PGE bearing breccia unit situated at the
base of the intrusions, where the footwall contact is preserved. The breccia
units are characterized by inclusions of footwall and cognate mafic to
ultramafic xenoliths and autoliths set within a gabbronorite to olivine-bearing
gabbronorite matrix. Near the contact, marginal footwall breccias and zones of extensive
footwall dikes may also be present. Blebby to disseminated chalcopyrite and
pyrrhotite, typically in modal amounts from 0.5 to 2%, occur in the matrix of
the marginal and brecciated rocks and occasionally within the breccia’s more
mafic fragments. This sulphide mineralization commonly contains between 1 g/t
and 5 g/t combined platinum-palladium-gold. On the basis of work completed to
date, several important observations and conclusions can be made regarding the
geological environment of the contact-type PGM-copper-nickel sulphide mineralization
on the Property:
-
The Breccia Zone
(approximately 10 to 195 m intersections), which includes the main mineralized
breccia or Main Zone, has relatively consistent, elevated PGM values. The Main
Zone occurs within about 20 m of the intrusive contact with Archean paragneiss
and migmatite.
-
The Inclusion-Bearing Zone
(approximately 1.0 to 100 m intersections) is variably mineralized and has
scattered, elevated PGM values.
-
Sulphide contents generally
range from 1 to 5% total sulphide but can be as high as 10% when occurring as
localized clusters of disseminated and bleb sulphide. There is a moderate
correlation between PGM-bearing sulphide mineralization and patches of
blue-grey quartz (referred to as cauliflower) and/or elevated biotite
concentrations.
-
The majority of sulphide
mineralization occurs as magmatic sulphide grains that are primarily
disseminated and bleb textured, with subordinate nettextures. Principal
sulphide minerals are chalcopyrite, pyrrhotite, and entlandite with subordinate
pyrite, cubanite and bornite.
24
-
Although the mineralized sections at the
Dana Lake Area and Lismer Ridge are broadly similar, there are several notable
differences. Mafic rocks at Lismer Ridge commonly develop a moderate foliation
and tend to have a higher proportion of chlorite and biotite. There is also a
higher proportion of visible chalcopyrite relative to pentlandite + pyrrhotite
at Lismer Ridge and chalcopyrite is more commonly re-crystallized along
foliations. At Lismer Ridge, blue quartz is not as prolific within the
mineralized sections. These differences are likely the result of a slightly
higher metamorphic grade at Lismer Ridge (mid- to upper-amphibolite facies),
relative to the Dana Lake Area (greenschist facies). The zones of mineralized
breccia starting in the northwest and proceeding to the southeastern extent of
the contact on the Property are: Dana North, Dana South, Banshee, Lismer’s
Extension, Lismer’s Ridge, Varley, Azen, Jackson’s Flats, and Razor (Figure below)
Joint Venture Exploration Programs (1999-2008)
Phase 1 Surface (July – December, 1999
)
The Phase1 Surface program commenced on December 15, 1999 and included:
|
1.
|
Establishing detailed and regional exploration grids
|
|
2.
|
Regional prospecting and sampling
|
|
3.
|
Grid prospecting and sampling
|
|
4.
|
Preliminary geological grid mapping (1:1000scales)
|
|
5.
|
Stripping and cleaning of selected outcropareas
|
|
6.
|
Detailed sampling (2.5 x 2.5 m grid) ofcleaned outcrop areas
|
|
7.
|
Preliminary mapping (1:250 scale) of cleanedoutcrop areas
|
|
8.
|
Orientation biogeochemical survey in area ofSouth and Trench zones; and
|
|
9.
|
Orientation induced polarisation and groundmagnetometer geophysical surveys.
|
25
More than 2300 surface samples
(27 grabs from regional prospecting, 392 grabs from grid prospecting, and 1636
samples from detailed sampling) were collected during the exploration program.
Background was calculated to be 7 ppb Au, 25 ppb Pt, 23 ppb Pd, 1 ppb Rh, (57
ppb 4E), 82 ppm Cu and 137 ppm Ni; average ratios include 0.82 Pd:Pt and 0.81
Cu:Ni.
Regional prospecting
led to the discovery of 2 new areas of highly anomalous PGM values:
|
1.
|
Central
Reef, located about 1.0 km northwest of the Azen Creek Area main showing (up to
10.38 g/t 4E, 2970 ppm Cu, 530 ppm Ni),
|
|
2.
|
East
Reef, located about 2 km east of the Azen Creek Area main showing (up to 0.7
g/t 4E, 707 ppm Cu and 765 ppm Ni.
|
The highest value
from surface sampling was 12.11 g/t 4E, collected from a ridge several metres
south of the Central Zone.
Detailed sampling of cleared
outcrop areas returned highly anomalous average values from the 2.5m x 2.5m
sample grid: all 1636 detailed samples averaged 958 ppb 4E; 632 samples from
the South Zone averaged 975 ppb 4E; 99 samples from the Trench Zone averaged
1168 ppb 4E; and, 165 samples from the Central Zone averaged 1449 ppb 4E. The
highest surface sample was 16.4 g/t 4E (South Zone).
Phase 1 Drilling (February –
March, 2000)
The phase 1, 2000 m
and 13 hole drilling program was completed between February 28and March 2000.
The program concentrated on mineralization at the Dana Lake Area (claim
S-1229230). A total of 1649 samples were taken from split drill core and sent
to XRAL Laboratories in Rouyn-Noranda, Quebec for Pt-Pd-Au-Rh-Cu-Ni assay.
Drilling program was
very successful and the highest drill samples was 10,206 ppb 4E (Au+ Pt+Pd+Rh)
over 2.3 metres.
Phase 2 Drilling (June – July,
2000)
Phase 2 drilling
concentrated on mineralization at the Dana Lake Area (claim S-1229230) where
PGMs are associated with disseminated Cu-Ni sulphide mineralization that is
hosted by mafic magmatic breccia which is proximal to the footwall contact.
The Phase 2 program was designed to augment Phase 1 drilling, testing the down
dip extension of surface mineralization and in-fill drilling of untested areas.
The Phase 2 program
consisted of 2820.8m in 14 holes and was completed between June 12
th
and July 18
th
, 2000. Core logging and sampling was fully completed
by October 15
th
; drill hole RV00-03 was extended 27.3 m. A total of
2177 samples (2158 from RV00-14 to 26 and 19 from RV00-03) were taken from
split drill core and sent to XRAL Laboratories (Rouyn-Noranda, Quebec & Don
Mills, Ontario) for Pt-Pd-Au, Rh and Cu-Ni assays. A total of 296 pulps were
sent to Accurassay Laboratory in Thunder Bay for sample check assays.
Significant intervals
were encountered in holes number DDH 15, 20 and 25 with 1143.2 ppb 4E over
39.10m, 2342.9 ppb 4E over 15.85 and 1948.2 ppb 4E over 11.10 meters
respectively.
Phase 3 Drilling (September 2000)
Phase 3 drilling
consisted of 10 drill holes at the Dana Lake Area (claim S-1229230) and 3 drill
holes at Lismer’s Ridge (claims S-1229542 & S-1229216). In both areas, PGMs
are associated with disseminated and bleb Cu-Ni sulphide mineralisation that is
hosted by a heterolithic breccia which is proximal to the intrusive contact.
The Phase 3 program was designed to augment Phases 1 & 2 drilling, testing
the down dip extension of surface mineralisation and in-fill drilling of
untested areas at the Dana Lake Area, and testing newly discovered surface mineralisation
at Lismer’s Ridge.
The Phase 3 program
(1958.50 m in 13 holes) was completed September 6 - 25, 2000; core logging and
sampling was fully completed by October 30, 2000. A total of 1142 samples were
collected from split drill core and assayed for Pt, Pd, Au, Cu and Ni at XRAL
Laboratories (Rouyn-Noranda, Quebec & Don Mills, Ontario).
26
Significant intervals
were encountered in holes number RV0028 and RV0036, with 1022.2 ppb 3E
(Au+Pt+Pd) over 42.35m, including 1386.4 ppb 3E over 7.85m and 7215.8 ppb over
8.8m respectively.
Phase 2 Surfaces
(March – October, 2000)
The Phase 2 program
consisted of:
|
3.
|
Regional
mapping/prospecting and detailed mapping/sampling of newly-cleared areas.
|
Detailed sampling produced a total of 2133
samples; 831 were collected from newly cleared areas in the Dana Lake Area
(S-1229230); 1282 samples were collected from Lismer Ridge (S-1229542,
S-1229216). Regional mapping and prospecting produced an additional 233
samples from regional work across the property.
Phase 4 Drilling (February – July
2001)
The Phase 4 program was separated
into two time blocks, to accommodate for the changing weather conditions
between seasons: February 1
st
to March 21, 2001 and May 14 - July
2001. Core logging and sampling was fully completed by August 31, 2001. A
total of 10,529 samples from Dana and 7,501 from Lismer Ridge were collected
from split drill core and assayed for Pt, Pd, Au, Cu and Ni at XRAL
Laboratories (Rouyn-Noranda, Quebec & Don Mills, Ontario).
The highest value from drilling
program was as follow:
3.7 g/t 3E over 71.4m including
9.6 g/t 3E over 4.2m in DL-08 drilled in Dana Lake Area and 4.71 g/t 3E over 18
metres including 13.2 g/t 3E over 5.2m and 28.14 g/t over 2m in hole number LR-02
drilled in Lismer Ridge Area.
At the completion of Phase 4
Drilling, an Independent Mineral Resource Study was carried out by Derry
Michener Booth and Wahl (DMBW), which incorporated assay data from the 138
holes drilled to date on the property. The Report estimated an in situ
resource at Dana Lake and Lismer Ridge totaling ~593,000 ounces (Pd+ Pt+ Au) at
a 0.7 g/t cut-off in 12 million tonnes (measured + indicated + inferred). The
report notes that “there is significant potential to increase resources on the
property through further drilling both along strike from and down dip on the
currently defined mineralized zones”.
Phase 3 Surface (June
– September, 2001)
During
the Phase 3 program a total of 1,111 samples were collected from the property
with concentrations in the south eastern and western contact areas.
The
highest value from surface sampling was 3.9 g/t 3E, collected from the Razor
area.
Phase 5 Drilling (November, 2001
– August, 2002)
This Phase 5 program was completed in its
entirety between November 17, 2001 and August 31, 2002; drilling was employed from
November 22, 2001 to June 24, 2002 (Part 1: November 22, 2001 to March 3,
2002 and Part 2: April 21, 2002 to June 24, 2002).
A total
of 22,319 core samples were collected consisting of 10,325 from Lismer Ridge,
10,289 from Dana South, and 1,705 from Banshee Lake. The core samples were
collected from split drill core and assayed for Pt, Pd, Au, Cu and Ni at XRAL
Laboratories, located in Rouyn-Noranda, Quebec and Don Mills, Ontario.
Highlights
from Phase 5 Drilling: Dana Lake Area, River Valley Property (weighted
averages).
DDH
|
From
|
To
|
Int
|
Au
|
Pt
|
Pd
|
3E*
|
3E*
|
Pd:Pt
|
|
m
|
m
|
m
|
ppb
|
ppb
|
ppb
|
ppb
|
g/t
|
|
DL-55
|
198.00
|
215.50
|
17.50
|
162
|
942
|
3388
|
4492
|
4.49
|
3.6
|
incl.
|
210.50
|
212.85
|
2.35
|
221
|
1798
|
6001
|
8020
|
8.02
|
3.3
|
DL-58
|
146.30
|
174.00
|
27.70
|
110
|
641
|
2147
|
2898
|
2.90
|
3.3
|
incl.
|
155.50
|
159.00
|
3.50
|
188
|
1256
|
4580
|
6024
|
6.02
|
3.6
|
DL-59
|
192.00
|
200.00
|
8.00
|
101
|
734
|
2292
|
3127
|
3.13
|
3.1
|
incl.
|
193.00
|
197.00
|
4.00
|
136
|
1060
|
3433
|
4629
|
4.63
|
3.2
|
DL-80
|
270.00
|
277.50
|
7.50
|
166
|
1319
|
4091
|
5576
|
5.58
|
3.1
|
incl.
|
271.00
|
274.00
|
3.00
|
208
|
1519
|
4810
|
6537
|
6.54
|
3.2
|
DL-83
|
293.80
|
340.50
|
46.70
|
95
|
602
|
1913
|
2610
|
2.61
|
3.2
|
incl.
|
296.50
|
300.00
|
3.50
|
176
|
1778
|
5481
|
7435
|
7.44
|
3.1
|
27
Highlights from
Phase 5 Drilling: Lismer Ridge Area, River Valley Property (weighted averages).
DDH
|
From
|
To
|
Int
|
Au
|
Pt
|
Pd
|
3E*
|
3E*
|
Pd:Pt
|
|
m
|
m
|
m
|
ppb
|
ppb
|
ppb
|
ppb
|
g/t
|
|
LR-70
|
205.50
|
218.40
|
12.90
|
120
|
732
|
1794
|
2646
|
2.65
|
2.5
|
incl.
|
206.50
|
210.50
|
4.00
|
235
|
1691
|
3810
|
5736
|
5.74
|
2.3
|
LR-72
|
69.50
|
71.00
|
1.50
|
34
|
2800
|
6330
|
9164
|
9.16
|
2.3
|
-
|
134.50
|
134.80
|
0.30
|
171
|
4930
|
8980
|
14081
|
14.08
|
1.8
|
Phase
4 Surface (October – December, 2002)
This program was
completed on the River Valley property between October 15 and December 31,
2002, and included 1) regional geological mapping and sampling; 2) stripping,
detailed mapping and sampling; 3) line cutting, and induced polarization and
ground magnetometer geophysical surveys.
A total of 483
samples were collected; 395 grab samples from regional mapping and 88 samples
from detailed sampling and mapping.
Of the 395 grab
samples, 394 samples assayed from lower limit of detection to 250 ppb 3E (Pt,
Pd, Au); 1 sample assayed between 251-500 ppb 3E, (Jackson’s Flats area - 12
ppb Au, 280 ppb Pt, 77 ppb Pd, 4.9 ppm Cu and 10 ppm Ni).
Of the 88 samples
that were collected during detailed sampling, the highest value of PGM was 601
ppb Au, 2240 ppb Pt, 2950 ppb Pd, 2540 ppm Cu, and 76 ppm Ni. This sample was
collected at the Banshee South trench.
Phase 6 Drilling
(November 2002 – May 2004)
Phase 6 consisted of
44,131 metres in 208 holes:
-
70
drill holes at Dana Lake
-
15
holes at the Banshee Lake
-
41
drill holes at Lismer Ridge
-
7
holes at the MacDonald
-
32
holes at Varley
-
16
holes at Azen Creek
-
10
holes at Razor
-
13
holes at Jackson’s Flats
-
4
holes at Pardo
A total
of 40,131 core samples were collected. The core samples were collected from
sawed drill core and analyzed for Pt, Pd, Au, Cu and Ni as part of a 33 element
ICP package at XRAL Laboratories, located in Rouyn-Noranda, Quebec and Don
Mills, Ontario.
Phase 5 (July
2003)
Spectrem Air
Ltd., based in Lanseria, South Africa, flew airborne mag, EM and radiometric
surveys over the River Valley property.
28
Phase 6 Surface
(May to October 2004)
The Phase 6
Surface consisted of extensive geological mapping of the eastern portion of the
property along the northern contact and the interior of the River Valley
Intrusive. The mapping successfully traced the mineralized Breccia Zone along
the northern RVI-Archean contact from the south Varley area through to the Razor
area. Assays values from the Breccia Zone were often highly anomalous, with
maximum returned values of 4,114 ppb 3E (Pt+Pd+Au).
Untested,
potential reef-type mineralization is interpreted to occur where the Marginal
Leucogabbronorite Unit is interlayered within the Olivine Gabbronorite Zone
near the base of the Layered Series on the south flank of the Turtle Creek
Syncline in the South Jackson’s Flat West area. This interpretation is
supported by a significant number of historic geochemical samples taken from
this area, which returned Pt + Pd + Au values of greater than 100 ppb.
Mapping in the Azen-Spade Lake and South
Azen areas has identified a new mineralized zone straddling the contact between
the Layered Gabbronorite Zone and the Upper Leucogabbronorite/Anorthosite
Unit. In the North Spade Lake, South Spade Lake and South Azen showing areas,
significant PGE values (to 1696 ppb Au+Pt+Pd) have been returned from
coarse-grained pyroxenite pegmatite layers and lenses interlayered with norite
and gabbronorite near the top of the Layered Gabbronorite Zone and into the
base of the overlying Upper Leucogabbronorite Unit. This mineralized zone is
termed the “Transition Zone” and is a target for reef-type PGE ores in the
Upper River Valley stratigraphy. The Thomson claims are now recognized as a
potential Transition Zone target.
A Phase 7 exploration program was completed
on the property during 2004 and mid 2005. The program completed 20,740 m of
diamond drilling, metallurgical testing and the collection of a 40 tonne bulk
sample for metallurgical testing on the Dana North and Dana South Zones. The
budget was set at $3.0 million dollars.
In the Phase 7 program particular emphasis
was placed on expanding targets identified by reconnaissance drilling, geophysics,
and geological mapping especially along the northern contact of the intrusive.
The known platinum, palladium mineralization has been identified within the
contact breccia zone over a strike length in excess of 15 km. The mineral
resource estimates have been primarily concentrated in the Dana Lake and
Lismer’s Ridge Zones over a 3 km strike length.
In 2005-2006 (Phase 8), additional mapping and
drilling was carried out. In 2006 and 2007 (Phase 9), further mapping and
detailed sampling was completed.
In 2005 a $1.5 million budget (Phase 8) was
approved by the joint venture. The program included the processing of the bulk
sample at Anglo Platinum’s facilities in South Africa, and additional surface
detailed mapping and geophysical work. A series of drill holes were completed
at the end of 2005 to test geological interpretations for the mapping
programs. A series of these drill holes located south of the Azen zone
intercepted mineralized breccias and horizons within the River Valley
Intrusive.
In 2006 the joint venture has authorized a
further $1.1 million (phase 9) lease survey and mapping program to determine
the controls on mineralization within the intrusive complex. At the end of
2009 it is expected that the JV will be in a position to receive a lease on the
property from the Ontario Government.
Exploration programs completed on the property during
2007 were directed towards evaluating the potential of PGE mineralization
within central portion of the River Valley Intrusive. The programs of
prospecting, geological mapping, stripping, and channel sampling were designed
to determine the continuity of indicated surface mineralization. The leasing
process of the property continued. The budget was set at $525,000 dollars.
In 2008, a channel sampling program was
completed in selected areas to allow comparison of grade estimates obtained
using different sampling methods. A limited suite of samples were assayed by
the Nickel Sulphide collection fire assay method for comparison with the lead
collection fire assay method used in previous years, as well as to obtain
better estimates of Osmium, Iridium, Rhodium and Ruthenium concentrations in
the mineralization. In addition, a consulting geologist was contracted to
review prior year’s exploration work to identify areas where additional work
was needed.
29
In late 2008, Kaymin informed the Company
that, due to the global economic downturn and concomitant drop in metal prices,
Kaymin wished to temporarily suspend expenditures on the project other than
those needed for normal maintenance of the property. As a result, the Company
closed its Sudbury exploration office. A budget of $285,000 was apportioned to
allow for compilation and archiving of data collected from the various phases
of exploration and drilling, and to provide for property maintenance.
In 2008, a consulting geologist was engaged to review
the work completed to date and recommend a future course of action. As part of
this study, selected trench areas were re-sampled in detail to compare
different sampling methods for consistency. A structural review was also
completed.
A further $245,000 budget was approved for
the project in 2009 to carry out reclamation work on the River Valley property.
As of February 28, 2009, the process of archiving material, storing equipment,
and shutting down operations in Sudbury was complete. Reclamation work was
completed in August 2009.
An additional $150,000 budget was allocated
to fund a detailed geochemical
study of the River Valley mineralization was conducted by Dr. Reid Keays of
Monash University, Melbourne, Australia. Dr. Keays is an expert in the
geochemistry of Ni and PGM deposits. Re-sampling of selected River Valley drill
holes was completed in January, 2009, and of the 336 samples were submitted to
the Ontario Geoscience Laboratories for analytical work, 154 results have been
received to date. In order to improve economy modelling of the deposit the
study examined the full suite (Pt, Pd, Rh, osmium, iridium, and ruthenium) PGM
content of the ore, and determined the relationship of Rh, iridium and
ruthenium concentration from Pt and
Pd.
2011 Exploration Program
After Pacific North West Capital Corp. acquired 100%
of the project, the company announced that it commenced a five million dollar 15,500
metre exploration program for its 100% owned River Valley PGM Project. During
2011 exploration, PFN completed more than 15,500 metre of drilling and more
than 140 line km of 3D IP geophysics survey. Following is a summary of the
program achievements;
Resource Drilling, 13,500 metres
-
Focused in the
Dana North and Dana South zones
-
Infill drilling
to advance inferred to indicated resources, increase grade and close gaps
-
Proximal targets
drilled along strike and down-dip to expand current (2006) mineral
resources
Exploration
Drilling, 2,000 metres
-
Commenced on
completion of the resource drilling
-
Drill one new 3D
IP chargeability target
-
Drill two under
explored targets identified from surface mineralization internally within
the intrusion not drilled previously
Geophysical Surveys
-
During resource
drilling, 130 line km of ground 3D IP surveys completed to generate new
targets
-
New targets
identified, ranked and prioritized for drill testing ( Figure below)
Other
Activities
-
Environmental
baseline studies
30
Geology
Map of River Valley Project
The
2011 drilling program carried out on the Property commenced on April 6, 2011
and was completed on January 13, 2012. Foraco Drilling Ltd., based out of North
Bay, Ontario, was contracted to carry out the diamond drill program using a
hydraulic VD 5000 diamond drill rig. A total of 46 holes were drilled during
three phases of the program totalling 12,767 m of NQ sized core. Dip tests were
taken approximately every 50 m with a FLEXIT and later a REFLEX tool. Holes
varied in length from 75 to 690 m.
This program was implemented over three
stages with each stage having somewhat different but overlapping objectives.
The diamond drill program was undertaken in the Dana area of the Property and
completed between April 6 and mid-November 2011 (Table 10.2 and Figure 10.1).
Main objectives were to:
• improve the confidence of the resource estimates and
grade calculations, as well as possibly improve on the existing computations
• test deeper lying portions of the contact
for improved grades and widths.
31
2011 Drill
Results
Drilling continued
to establish continuity between previously-identified mineralized intercepts on
the deposit. At shallow to moderate depths, drilling encountered moderate- to
high-grade gold mineralization in most of the holes drilled. Low-grade gold
mineralization ranging 0.5 to 1.5 g/t was encountered over wide intersections
in many of the holes ranging 8 to 25 m in length. In some holes, multiple wide
low grade zones were cored.
2011 Drill Collar Locations
32
Discussion
Work to date at River Valley suggests
that the best potential for economic accumulations of PGM‐Cu‐Ni
sulphide mineralization is within the Breccia Zone. This zone includes the main
mineralized zone. The main zone occurs within about 20 m of the intrusive
contact with country rocks. This contact zone extends for over 9 km of
prospective strike length and hosts the currently defined resource.
Target areas on IP map
Main Zone of the breccia‐hosted PGM mineralization averages 20‐50 m in thickness, continues to depths of greater than
200 m, and is for the most part open along strike and downdip. In addition, the
drilling demonstrates predictable grade to depth with significant high grade
intersections (5‐10 gpt 3E over 1‐5
m & 3‐5 gpt 3E over 5‐10
m) enveloped by broader (commonly >20 m and sometimes >100 m) lower grade
(1.0‐1.5 gpt 3E) intersections.
33
The continuity of mineralization and the remarkable consistency in the geology
and stratigraphy along strike and at depth, suggests that there is significant
potential to increase resources on the property through further extensional
drilling away from the currently defined mineralized zones. Deeper holes
confirmed the presence of mineralization at depths greater than 350 m (down dip
and down plunge). There is a general correlation between three dimensional
induced‐polarization (3D‐IP)
geophysical survey anomalies and PGM sulphide intersections.
The intersections for most of the holes correlate with relatively high
chargeability, an indication of disseminated sulphide.
2012 Mineral Resource Estimate (NI 43-101
compliant):
The detailed
results of the new mineral resources estimate for the River Valley PGM Project
are presented in the table below. This NI43‐101
compliant mineral resource estimate was completed by Tetra Tech, Sudbury. The
new estimate incorporates the 13,140 metres in 46 holes drilled in the Dana
North and Dana South Zones since the May 2006 estimate. All 462 holes were
drilled at a nominal drill section spacing of 25 metres to 100 metres on the
eight separate mineralized zones shown in Figure below.
The estimated NI43‐101 compliant Measured and Indicated mineral resources
at a cut‐off grade of 0.80 g/t PdEq have increased by 470% from
the previous mineral resource estimate filedMay 2006 to 91,339,500 tonnes
grading 0.84 g/t Pd+Pt+Au, 0.06% copper, 0.02% nickel and 0.002% cobalt. The
compliant Inferred mineral resources have increased by >1000% to 35,911,000
Mt grading 0.53 g/t Pd+Pt+Au, 0.06% copper, 0.03% nickel and 0.002% cobalt.
The mineral resources were estimated using Datamine Studio3(c) software and are
reported at a cut‐off grade of 0.8 PdEq. The 0.8 g/t PdEq cut‐off was used pending future assessment of the
economics and development potential of River Valley as an open pit mining
project. The Company considers the 0.8 g/t cut‐off value to be appropriate because: 1) the PdEq grade
is 1.38 g/t for Measured and Indicated and 1.07 g/t for Inferred resources; and
2) rhodium and silver are not included in the PdEq calculation.
Comparisons are
made above to the previous NI43‐101
compliant River Valley mineral resource estimate of May 2006 (Technical Report
by GeoSIMS available on PFN's SEDAR and EDGAR profile and on the Company's
website). The large increase in the mineral resources reported herein is
explained by the combined effects of:
|
1.
|
incorporation of
the 2011 resource drilling results;
|
|
2.
|
inclusion of
three mineralized zones that were previously overlooked;
|
|
3.
|
use of PdEq
rather than Pd+Pt cut-off grades; and
|
|
4.
|
use of a length‐weighted average Specific Gravity
value of 2.94 measured for River Valley rather than the previous value of
2.89.
|
34
NI43‐101 Compliant Mineral Resources for the
River Valley PGM Project, Sudbury, Ontario
Notes to
Mineral Resources in Table:
1. The mineral
resource estimates in this press release use the Canadian Institute of Mining,
Metallurgy and Petroleum (CIM), Standards on Mineral Resources and Reserves,
Definitions and Guidelines prepared by CIM Standing Committee on Reserve
Definitions and adopted by CIM Council on November 27, 2010. The mineral
resource estimates provided in this report are classified as "measured",
indicated", or "inferred" as defined by CIM. According to the
CIM definitions, a Mineral Resource must be potentially economic in that it
must be "in such form and quantity and of such grade or quality that it
has reasonable prospects for economic extraction".
35
2. For the
River Valley project, a palladium equivalent (PdEq) cut
‐
off grade was assigned based on economic
assumptions from comparisons to other projects, and was used in the resource
estimations. Resources reported in this press release use a cut
‐
off of 0.80 g/t PdEq. Grades have assumed
100% recoveries. The parameters used to generate the PdEq value are provided
below:
PdEq=( (Au
grade*$Au*Factor1)+(Pt grade*$Pt*Factor1)+(Pd grade*$Pd*Factor1)+(Ni
grade*$Ni*Factor2)+(Cu grade*$Cu*Factor2)+(Co grade*$Co*Factor3))/($Pd*Factor1)
$Au = US$1271 per oz.
$Pt = US$1885 per oz.
$Pd = US$896 per oz.
$Ni = US$ 9.74 per lb.
$Cu = US$3.00 per lb.
$Co = US$15.90 per lb.
Factor1 = 0.0321508 (converts ounce per tonne to grams per tonne)
Factor2 = 22.04622 (converts pounds to grade percent)
Factor3 = 0.002205 (converts pounds to ppm)
3. The mineral
resources were estimated using a block model with parent blocks of 10m x 10m x
5m and using ordinary kriging (OK) methods for grade estimation. A total of
eight individual mineralized domains were identified. The determination
technique of the mineral resource is based on the combination of geological
modelling, geostatistics and conventional block modelling using the OK method
of grade interpolation. The block model resource estimate prepared by the Tetra
Tech, was based on more than 96,980 metres of diamond drilling in 462 diamond
drill holes. The assay data was reviewed and a composite interval of 2.0 metres
was used.
Statistical and
Variogram analyses were performed to determine the "nugget effect".
4. Rhodium
grades were not estimated by the OK methodology. Rhodium values were determined
using a regression formula based on the platinum and palladium grades. Rhodium
values are not incorporated into the PdEq value. The PdEq value also does not
include silver.
5. The QAQC protocols and corresponding sample preparation and shipment
procedures for the River Valley Project have been reviewed and approved by
Tetra Tech.
2012-2013 Metallurgical
Studies;
In September 2012, two diamond drill holes were
drilled inside the River Valley deposit; one at Dana North and the other 600
metres to the south at Dana South. The holes were planned to validate the
geological models and maximize amount of mineralized sample material for the
metallurgical test-work study. Dana North and Dana South were selected for
drill sampling because they are the most accessible and best understood of the
eight known PGM mineralized zones, and therefore the likely starting location
of any potential mining operation at River Valley. The hole at Dana North was
drilled for 300 metres obliquely down-dip where the zone shows a consistent
orientation laterally. The Dana South hole was drilled vertically for 300
metres in deference to its relatively more irregular orientation laterally.
The two drill holes each intersected PGM mineralization
throughout their entire length. Dana North hole DNZ2012-MET1 intersected 298
metres grading 1.9 g/t Pd+Pt+Au, 0.125% copper and 0.024% (i.e., 2.9 g/t PdEq)
nickel from 2 metres down-hole. This long intersection included: 23 metres
grading 2.5 g/t Pd+Pt+Au, 0.151% copper and 0.033% nickel from 126 metres down
hole (i.e., 3.8 g/t PdEq); and 144 metres grading 2.6 g/t Pd+Pt+Au, 0.156%
copper and 0.028% nickel (i.e., 3.9 g/t PdEq) from 156 metres down hole. The
hole ended in PGM mineralization.
36
Dana South hole DSZ2012-MET1 intersected 299 metres
grading 1.2 g/t Pd+Pt+Au, 0.076% copper and 0.016% nickel (i.e., 1.9 g/t PdEq)
from 1 metre down hole (Table below). This intersection included: 1) 46 metres
grading 2.8 g/t Pd+Pt+Au, 0.168% copper and 0.031% nickel (i.e., 4.2 g/t PdEq)
from 1 metre down hole; and 2) 90 metres grading 1.8 g/t Pd+Pt+Au, 0.096%
copper and 0.018% nickel (i.e., 2.6 g/t PdEq) from 149 metres down hole.
Lithologically the Dana South hole intersected more rock types than the Dana North
hole, but it also ended in PGM mineralization.
Each hole provided approximately 700 kg of core
material, allowing for: 1) extensive test work on a single composite sample
from each zone plus an overall composite sample of the two zones; and 2)
comprehensive assaying and QEMSCAN studies to follow the PGM during the test
work.
The holes were drilled in July 2012 using a single
drill rig operated by Major Drilling. After logging, each of the drill cores
was cut into equal halves with a diamond saw. Half of the core was sent to SGS
Canada Inc.’s processing facilities at Lakefield, Ontario for the metallurgical
testwork. The remaining half was cut into equal halves, one of which was kept
in storage for reference and the other half sampled at 1 metre intervals and
shipped to SGS Canada Inc for sample preparation and assay. In total, 567
samples from the two drill holes were assayed (plus 63 QAQC samples).
The metallurgical testwork samples were received by
SGS Lakefield in early August. A total weight of 713 kg was received for the
Dana North hole and 710 kg for the Dana South hole. Composite samples for each
of the holes (Dana North and Dana South) and for both holes (Dana North plus
Dana South) were prepared, for a total of three samples. The prepared composite
samples are stored in freezer storage.
Mr. Al Hayden, P.Eng. and Associate of NordPro Mine
& Project Management Services (Thunder Bay) was hired by PFN as its
metallurgical consultant to supervise the study and review results.
Table Metallurgical
Drill
Hole Intersections
Hole
|
Zone
|
From
(m)
|
To
(m)
|
Interval
(m)
|
Pd
(g/t)
|
Pt
(g/t)
|
Au
(g/t)
|
3E
(g/t)
|
Cu%
|
Ni%
|
PdEq
(g/t)*
|
DNZ2012-MET1
|
Dana
North
|
2
|
300
|
298
|
1.397
|
0.449
|
0.086
|
1.932
|
0.125
|
0.024
|
2.929
|
including
|
Dana
North
|
126
|
149
|
23
|
1.780
|
0.599
|
0.130
|
2.509
|
0.151
|
0.033
|
3.817
|
including
|
Dana
North
|
156
|
300
|
144
|
1.894
|
0.595
|
0.109
|
2.598
|
0.156
|
0.028
|
3.867
|
DSZ2012-MET1
|
Dana
South
|
1
|
300
|
299
|
0.874
|
0.292
|
0.052
|
1.218
|
0.076
|
0.016
|
1.856
|
including
|
Dana
South
|
1
|
47
|
46
|
2.001
|
0.652
|
0.125
|
2.778
|
0.168
|
0.031
|
4.167
|
including
|
Dana
South
|
149
|
239
|
90
|
1.295
|
0.399
|
0.061
|
1.755
|
0.096
|
0.018
|
2.576
|
*PdEq=((Au grade*$Au*0.03215)+(Pt grade*$Pt*0.03215)+(Pd grade*$Pd*0.03215)+(Ni grade*$Ni*22.046)+(Cu grade*$Cu*22.046)) /($Pd*0.03215)
where $Au US$1271/oz, $Pt = US$1885/oz, $Pd = US$896/oz/, $Ni = US$9.74/lb, $Cu = US$3.00/lb
The testwork completed by SGS Canada Inc. (SGS) of
Lakefield, Ontario in April 2013 and involved Bond grindability and abrasion
studies, sample compositing, physical and chemical analyses, and bench scale
flotation tests to make high‐grade sulphide concentrate. Results show that the
platinum group metals (PGM) float with copper- Nickel sulphides, and therefore
demonstrate potential for a sulphide concentrator to effectively process River
Valley deposit material. SGS recommend additional testwork to determine the
optimal grind size for PGM separation and further improve concentrate grade and
metal recovery. A copy of the SGS report is available for viewing on the
Company’s website.
37
TESTWORK
RESULTS
Metallurgical testwork was carried out on an Overall
Composite sample prepared from half-core intervals from the Dana North Zone
(DNZ) and the Dana South Zone (DSZ) of the River Valley PGM deposit. Testwork
involved mineralogical and chemical analysis, Bond Rod and Ball mill grindability,
and Bond abrasion testing on each of the Dana North and Dana South Zone
composites. Mineralogical analysis determined that the main minerals are
amphibole/pyroxene and plagioclase, consistent with gabbro-norite intrusive
host rock type. Chalcopyrite is the sole copper mineral phase and pentlandite
the primary nickel sulphide phase. However, sulphides hold only 35% to 45% of
the total nickel; the remaining percentage is held in silicates and therefore
unrecoverable. The Bond rod mill grindability tests at 14 mesh of grind (1180
micrometres) identified each of the two composites as very hard, with Rod Mill
Work Index at ~20.0 kWh/t. A Bond ball mill grindability test at 150 mesh (106
micrometres) identified each of the two composites as hard to very hard, with a
Ball Mill Work Index of 18.8 kWh/t for DNZ and 19.5 kWh/t for DSZ. The Bond
Abrasion tests determined each composite to be in the moderate to hard abrasive
range.
Flotation testwork was completed on the Overall
composite in order to: 1) develop a viable flowsheet; 2) evaluate parameters
such as primary grind and regrind fineness, reagents and dosages; and 3)
generate a concentrate that targeted a grade of ~200 g/t PGM. Eleven rougher
kinetics tests were performed to evaluate effective reagents, dosages,
flotation time and primary grind fineness. Cleaner tests were undertaken to
investigate cleaner circuit configuration, depressants and regrind fineness.
The best test produced a concentrate grading 8.94% copper, 1.22% nickel and 109
g/t PGM at recoveries of 86.8% for copper, 26.7% for nickel and 73.1% for
PGM.
A single locked cycle test (LCT) was completed
applying the flowsheet and conditions of the final cleaner test (Figure below).
The primary grind was at P80 = 71 µm and the regrind at P80 = 19 um. The LCT
produced a concentrate grading 15.5% copper, 1.67% nickel and 189 g/t PGM at
recoveries of 84.4% copper, 22.2% nickel and 68.7% PGM (Table below). The 3rd
cleaner concentrate from the LCT was submitted for multi-element analysis. In
addition to platinum, palladium, gold, copper and nickel, which would all be
payable, rhodium, cobalt and silver are present a levels which are likely also
be payable. Conversely, contents of magnesium, arsenic, antimony, bismuth, and
selenium are all below the problematic limits for marketability.
38
Figure. Flow sheet for Locked Cycle Test by SGS.
Table. Metallurgical results for the Locked Cycle Test
by SGS.
RECOMMENDATIONS
SGS make the
following recommendations for further testwork on River Valley:
1. Further
investigate the effect of primary grind size on flotation recovery;
2. Flotation
optimization testing in order to achieve further improvement of concentrate
grade and metal recovery; and
3. Flotation and
grindability variability testing on the composite samples in order to identify
the variability of flotation performance. Subsequently, variability testing
should be extended to investigate a broader range of samples from each of the
mineralized zones at River Valley, to investigate the effect of feed grade and
rock type on metallurgy.
Exploration & Development Plans
Plans for the foreseeable future include Phase 2
Metallurgical Studies and execution of the exploration drill program. A
detailed plan is in preparation with SGS Canada Inc. for Phase 2 Metallurgical
Studies. The testwork will involve an expanded range of samples, grades, rock
types and depths for the River Valley deposit. The exploration drill program
will consist of up to twenty drill holes, carefully designed to test the best
two or three drill targets. Some of the holes will be selected for down-hole
induced polarization surveys in order to detect and model the location of
off-hole mineralization for subsequent drilling.
PFN's Technical Team seized the opportunity afforded
by the slowdown in exploration to reassess the potential exploration upside of
the River Valley PGM Project. Compilation and integration of high quality
geophysical and drilling datasets produced numerous drill-ready targets along
strike, down-dip and in the immediate footwall to the main PGM mineralized
zones. The targets have been ranked and prioritized for drill testing. A formal
application for an exploration program, including drilling and geophysics, has
won approval from the provincial government with input for local communities
and Aboriginal Peoples, as mandated under the new mining laws of Ontario.
Figure below illustrates hundreds of anomalies that
has been identified internally within River Valley Intrusion ( reefs), adjacent
country rocks (possible magmatic embayments and feeder features) and newly
discovered River Valley like intrusions.
39
Location of hundreds of anomalies that has been
identified in the River Valley Project
Location of the mineralized zones in the Breccia Unit at the base of the
River Valley Intrusion, Sudbury area, Ontario.
Non-Reserve
Mineral Resource Estimation – Mineral Deposits
SEE “CAUTIONARY
NOTE TO U.S. INVESTORS CONCERNING RESERVE
AND RESOURCE ESTIMATES” AND “MINERAL
RESERVES –
DEFINITIONS” ABOVE.
The terms “mineral resource”, “inferred
mineral resource”, “indicated mineral resource” and “measured mineral resource”
have the meanings ascribed to those terms by CIM.
40
The following italicized text was excerpted
from a report entitled, “
Revised Mineral Resource Estimate, Dana Lake and
Lismer’s Ridge Deposits incorporating Phase VI Drilling, River Valley PGM
Project, Ontario for Pacific North West Capital Corp
”, dated June 10th,
2004, by Derry, Michener, Booth and Wahl Consultants Ltd. (“Derry, Michener,
Booth and Wahl Report”), as filed on Form 20-F on August 9, 2004.
In March 2006 the mineral resources table
was updated in the GeoSim Report, as filed on Form 6-K/A on June 6, 2006.
Mr. Simpson was responsible for the calculation of the resource estimate
in the Derry, Michener, Booth and Wahl Report. The GeoSim Report included all
of the drill holes from the phase 7 program.
Cut-off Grade
The cut-off grade is the
lowest grade of material that can be mined and processed considering all
applicable costs, without incurring a loss or gaining a profit. In the
subsequent summary of resources, the cut-off grade used for reporting block
model statistics within mineralized zone constraints is a combined Pt+Pd grade.
The resources within each zone are reported for cut-off grades of 0.7 g/t Pt+Pd
and 1.0 g/t Pt+Pd. The lower cut-off grade of 0.7 g/t Pt+Pd is based on
historical resource estimates for the Lac des Iles Mine, which is the only
active Pt/Pd producer in Canada. In the resource estimates, no allowance has
been made for the respective precious metal prices, or recoveries.
Measured Mineral Resource
A ‘Measured Mineral Resource’ is that part
of a Mineral Resource for which quantity, grade or quality, densities, shape,
physical characteristics are so well established that they can be estimated
with confidence sufficient to allow the appropriate application of technical
and economic parameters, to support production planning and evaluation of the
economic viability of the deposit. The estimate is based on detailed and
reliable exploration, sampling and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely enough to confirm both
geological and grade continuity.
Mineralization
or other natural material of economic interest may be classified as a Measured
Mineral Resource by the Qualified Person when the nature, quality, quantity and
distribution of data are such that the tonnage and grade of the mineralization
can be estimated to within close limits and that variation from the estimate
would not significantly affect potential economic viability. This category
requires a high level of confidence in, and understanding of, the geology and
controls of the mineral deposit.
Indicated Mineral Resource
An ‘Indicated Mineral Resource’ is that part of a
Mineral Resource for which quantity, grade or quality, densities, shape and
physical characteristics, can be estimated with a level of confidence
sufficient to allow the appropriate application of technical and economic
parameters, to support mine planning and evaluation of the economic viability
of the deposit. The estimate is based on detailed and reliable exploration and
testing information gathered through appropriate techniques from locations such
as outcrops, trenches, pits, workings and drill holes that are spaced closely
enough for geological and grade continuity to be reasonably assumed.
Mineralization
may be classified as an Indicated Mineral Resource by the Qualified Person when
the nature, quality, quantity and distribution of data are such as to allow
confident interpretation of the geological framework and to reasonably assume
the continuity of mineralization. The Qualified Person must recognize the
importance of the Indicated Mineral Resource category to the advancement of the
feasibility of the project. An Indicated Mineral Resource estimate is of sufficient
quality to support a Preliminary Feasibility Study which can serve as the basis
for major development decisions.
Inferred Mineral Resource
An ‘Inferred Mineral Resource’ is that part
of a Mineral Resource for which quantity and grade or quality can be estimated
on the basis of geological evidence and limited sampling and reasonably
assumed, but not verified, geological and grade continuity. The estimate is
based on limited information and sampling gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and drill
holes. Due to the uncertainty that may be attached to Inferred Mineral
Resources, it cannot be assumed that all or any part of an Inferred Mineral
Resource will be upgraded to an Indicated or Measured Mineral Resource as a
result of continued exploration. Confidence in the estimate is insufficient to
allow the meaningful application of technical and economic parameters or to
enable an evaluation of economic viability worthy of public disclosure. Inferred
Mineral Resources must be excluded from estimates forming the basis of
feasibility or other economic studies.
41
Cautionary Note to US Investors concerning
estimates of Measured and Indicated Resources:
This section uses the terms “measured resources” and
“indicated resources”. We advise US investors that while those terms are
recognized and required by Canadian regulations, the US Securities and Exchange
Commission
does not
recognize them.
US investors are cautioned not to
assume that any part or all of mineral deposits in these categories will ever
be converted into reserves.
Cautionary Note to US Investors concerning
estimates of Inferred Resources.
This
section uses the terms “inferred resources”. We advise US investors while those
terms are recognized and required by Canadian regulations, the US Securities
and Exchange Commission does not recognize it. “Inferred resources” have a
great amount of uncertainty as to their existence, and great uncertainty as to
their economic and legal feasibility. It cannot be assumed that all or any part
of an Inferred Mineral Resource will ever be upgraded to a higher category or
will ever be converted into reserves. Under Canadian rules, estimates of
Inferred Mineral Resources may not form the basis of feasibility or prefeasibility
studies, except in rare cases.
US investors are cautioned not to assume
that part or all of an inferred resource exists, or is economically or legally
minable.
2011 and 2012 Quality Assurance and Quality
Control (QA/QC)
All diamond drill core samples were
submitted to SGS Laboratories, Toronto, Ontario and assayed for Pt, Pd, Au, Cu
and Ni and a 33 element ICP suite. Concentrations of Pt-Pd-Au were determined
using standard lead fire assay, followed by dissolution with acqua-regia, and
measurement with an ICP (inductively coupled plasma) finish. Lower limited of
detection (30 gram sample) are 1 ppb for Au and Pd and 10 ppb for Pt; upper
limits are 10,000 ppb by ICP. Concentrations of Cu-Ni were determined by ICP
methods with detection limit of 0.5 ppm for Cu and 1 ppm for Ni; upper limit
for both Cu and Ni is 1 %.
One standard and one blank were inserted
every 40 samples into the sample stream. Duplicates were taken each twentieth
sample. This practice continued throughout 2011 Phase IA drilling and included
the preparation and insertion of new and necessary standards at the cut-off
grade and at the mean grade of the deposits. All sample preparation has been
conducted and directed on site by contract geologists and samplers hired by
PFN.
(B) RIVER Valley East and
West PGM Project, Ontario
The River Valley West Property
is comprised of a contiguous group of 944 mining claims units in 72 mining
claims and is located in Davis, Janes, Loughrin and Henry townships. The River
Valley East Property claim group consists of 532 mining claims units in 35
claim units that sprawl over parts of Dana, Pardo, Hobbs and McWilliams
Townships, Sudbury Mining Division. These claims were staked in May of 2011
(Figure below). The property is situated to the east of the Sudbury Basin and
north of Highway 17. It covers two rock groups that host significant
concentrations of PGM mineralization; the River Valley-East Bull Lake Suite of
rocks and the Nipissing Gabbro.
River Valley West claims cover
branches of the River Valley Intrusion from the main intrusive body that hosts
the River Valley PGM resource and intrude Huronian sediments to the west. These
units are under explored making them attractive exploration targets. The East
Bull Lake Suite has the potential to contain at least two different styles of
sulphide mineralization: 1) brecciated contact style mineralization (similar to
PFN’s River Valley PGM Project); and 2) reef style mineralization in the
interior of these intrusive bodies, at the interface or zone of mixing of
magmas of differing composition. The Nipissing Gabbro has been explored for PGM
on some areas of the property. Public sector geochemical data from the newly
acquired claims indicate widespread anomalous PGM, gold and base metals.
Hypersthene-bearing gabbro and contact breccia appear to be the most favourable
lithologies within the Nipissing for hosting significant PGM mineralization.
42
The company completed a Geo-referencing
program over selected claims as outlined in Geo-referencing Standards for Unpatented
Mining Claims, Ministry of Northern Development and Mines. This undertaking was
initiated on March, 1, 2013 and it was completed on March 21, 2013. .
Location of the River Valley East and
West Properties
A joint venture partner is
being sought to further explore the project.
(C) Heaven
Lake PGM, Gold Project, Ontario
On June 13, 2011, the Company
staked 220 square km 10 km north of Lac des Iles Mine, north of Thunder Bay,
Ontario.
The Heaven Lake property is
located 130 km north of the city of Thunder Bay and 15 km north of the Lac des
Iles PGM Mine. Access is by all‐season paved highways, logging gravel roads and bush
trails (Figure 7). The roads and trails link to the access road system for the
Lac des Iles Mine. The Heaven Lake claim group consists of 88 contiguous 16‐unit claims on Crown Lands (1408 units),
encompassing an area of 22,528 ha and owned 100% by PFN.
The Heaven Lake Property lies
near the boundary of the Archean Superior Province to the west and the
Mesoproterozoic Nipigon Embayment to the east (Figure 9). The property is
underlain by metamorphosed and deformed Archean volcanic‐sedimentary rocks and intermediate to
felsic intrusions of the Wabigoon Terrane. The Archean rocks are disconformably
overlain by Mesoproterozoic sedimentary rocks and intruded by Nipigon diabase
sills. The latter bodies are related to the ~1100 million‐year‐old Midcontinent Rift (MacDonald et al.,
2005).
The exploration targets most
commonly noted in the provincial assessment reports are Lac des Iles style PGM
mineralization and, more recently, Thunder Bay North style Cu‐Ni‐PGM mineralization. At Heaven Lake, however, Ni‐Cu‐PGM mineralization near the base of the gabbro‐pyroxenite intrusion could possibly
indicate different target type. This target area should be ranked highly for IP
and time‐domain EM surveys on grids with 100 metre
line spacing and, pending results, drill testing. Elsewhere on the Heaven Lake
property, geophysical surveys and mapping and prospecting surveys by
experienced personnel should be carried out to find and explore other
prospective mafic intrusions. An additional focus for exploration should be the
unexplained airborne EM anomalies about Whitton Lake.
43
The presence of thick
overburden and the flat‐lying Nipigon Diabase unit hinders ground geophysical
surveys and surface mapping and prospecting work. A modern airborne geophysical
survey with higher resolution and increased depth penetration combined with
inversion modelling of EM and magnetic anomalies of interest could better focus
follow‐up exploration activities on the ground.
Indeed, OFR 6164 (MacDonald et al., 2005) reports the presence of a magnetic
anomaly at depth beneath the northeastern part of the Heaven Lake Property.
Gabbro has been reported in the area, but also present are thick horizons of
magnetic massive pyrrhotite associated with chert. The significance of that
magnetic anomaly remains to be determined. Inversion modelling combined with
physical property studies warrants consideration, as a means of evaluating the
potential of the Heaven Lake Property area to hold large mafic to ultramafic
intrusions which do not outcrop.
Several exploration companies
have recently staked properties around the Heaven Lake Property. These
companies include Platinum Group Metals and HTX Minerals Corp., which are known
to have interest in Cu‐Ni‐PGMs.
Location of the Heaven Lake Property,
northwestern Ontario
(II) Sargesson Lake and Kelly-Davis
Properties
Ownership
The Company acquired a 100% interest in certain mineral claims, known as
the Sargesson and Kelly/Davis properties, located in the Janes, Davis and Kelly
Townships, Sudbury Mining District, Ontario. As consideration, the Company
paid $68,400 and incurred $30,000 in exploration expenditures.
The property is subject to a 2% NSR. The Company can purchase 1% of the
NSR from the vendors for $400,000 and has the right of first refusal on the
remaining 1% NSR.
44
(III) West Timmins
Nickel Project
Ownership
By agreement dated October 28, 2004 as amended September
27, 2006 and April 7, 2008, the Company had the option to earn up to a 100%
interest in the West Timmins Nickel Project, consisting of 1682 claim units
(27,235 ha), from Xstrata Nickel (formerly Falconbridge Inc.).
Under the terms of the agreement PFN was required to spend $4 million
over a five (5) year period in order to vest with a 100% interest in the
Project. Xstrata would retain a 2 % NSR and could, under certain
circumstances, back-in and earn up to a 65% interest by completing a
feasibility study or spending $20 million on a feasibility study, whichever
occurred first. Under the agreement PFN acted as Project Operator.
Minimum aggregate exploration expenditures
of $4 million were to be completed by December 31, 2008. This commitment was
extended to December 31, 2009 to complete additional exploration programs as
follows:
On or before December 31, 2005
|
(completed)
|
$
|
750,000
|
On or before December 31, 2006
|
(completed)
|
$
|
1,500,000
|
On or before December 31, 2007
|
(completed)
|
$
|
2,500,000
|
On or before December 31, 2009
|
(3,077,592 incurred)
|
$
|
4,000,000
|
Location
and Access
The property
is located approximately 70 km west of the city of Timmins, Ontario and is
within the townships of Belford, Griffin, Melrose, Montcalm, Nova, Strachan and
Watson. The property is accessible by road travelling
west from Timmins along Highway 101 for 5 km, then heading northwest for 56 km
along the Mallette logging road.
Location of the West Timmins Project
45
Exploration
The Company’s exploration activities on the
West Timmins Nickel Project focused on nickel and associated metals. In
addition to airborne geophysical surveys completed in late 2004, a detailed
compilation of the historical work in the MFI was completed and has been used
to help evaluate and prioritize conductors identified by the AeroTEM survey. In
cooperation with Falconbridge, seven priority conductor anomalies have been
identified based on geophysical responses, relation to the Montcalm deposit,
geological settings and previous work over the conductors.
Follow up line cutting and EM surveys were
initiated. Drill testing of the stronger geophysical and geochemical targets
was carried out in early 2006. The most significant drill results were
received in an area 5 km southwest of the Montcalm mine, where large zones of
sulphide mineralization were intersected in an intrusive breccia. Trace nickel
and copper mineralization was intersected in parts of the zone. PFN initiated
a deep penetrating program of geophysical surveys to cover the extensive area
between the successful drill holes and the mine area, and Xstrata agreed to
continue the surveys on and over the mine on their property. The surveys were
laid out to look for sulphide mineral zones at depth associated with magnetic
anomalies identified from the AeroTEM survey.
A diamond drill program was
completed in 2007 with no significant intersections. The drill program targeted
geophysical and geochemical anomalies identified in previous work programs.
Numerous additional airborne EM (AeroTEM), Pulse borehole EM, and geochemical
anomalies in the Montcalm Intrusive Complex remain to be drill tested.
In a continuing effort to
evaluate the Montcalm Intrusion, a deep penetrating UTEM survey was completed
in September 2008. Although some geophysical anomalies were identified,
interpretations suggest that the anomalies are unlikely to reflect
mineralization.
On May 5, 2009, the Company
terminated the option agreement with Xstrata Nickel on the West Timmins
Property.
(IV) Raglan Hills (formerly South
Renfrew)
Ownership
The Company staked 6 claims (1024 ha) in
Raglan Township within the Raglan meta-gabbro mafic complex in June 2006.
Reconnaissance prospecting, sampling and
geochemical soil programs was conducted over the property, as well as the
historical showing areas.
In 2007 the Company entered into a 50/50 joint
venture agreement with First Nickel to evaluate the claims as well as their
adjoining claims (1728 hectares) as one property.
46
Location Map of Raglan Hills joint venture property
In 2008 an airborne magnetic and
electromagnetic survey was completed on the Raglan Hills property. This was
followed by mapping and prospecting in the vicinity of anomalies generated by
the airborne survey.
Due to the downturn in commodity prices, PFN informed First Nickel that
it would not be participating in the funding of a 2009 exploration program and
as a result the Company’s participating interest has been decreased. As per the
joint venture agreement with First Nickel, the Company’s participating interest
was converted to a 1.5% NSR over the Raglan Hills property.
(V) Coldwell
Properties, Ontario
Ownership
In 2007, the Company acquired
91 mineral claims (20,254 ha) by staking in the Coldwell area near Marathon,
Ontario. The claims covered parts of the Coldwell alkaline intrusive complex,
which also hosts the Marathon PGM deposit.
47
Location Map of Coldwell property near Marathon, Ontario
Airborne geophysical and lake bottom sediment surveys
were completed in 2007. The goal of these surveys was to identify targets for
follow-up ground evaluation in 2008. Prospecting and a soil geochemical survey
were completed in 2008. This work did not identify any significant
mineralization.
The Company allowed the Coldwell claims to
lapse in July and August 2010.
(VI) Goodchild Property, Ontario
During the year ended April 30, 2009, the
Company acquired 28 mineral claims (6640 ha) by staking in the north east of
the Coldwell Area near Marathon, Ontario. These claims were incorporated into
the Coldwell project as described in the preceeding section.
As with the Coldwell Project, the Company allowed the
Goodchild claims to lapse in February 2010.
(VII)
East Sudbury Property, Ontario
During the year ended April 30, 2009, the
Company acquired 124 mineral claims (1,638 units – 26,208 hectares) by staking
in the Sudbury area of Ontario.
48
Location Map of East Sudbury property near Sudbury, Ontario
A limited program of soil sampling and
prospecting was completed on the East Sudbury property in 2008. In September
2009, the Company sold certain of the East Sudbury claims to Trueclaim
Exploration Inc. for a 1.5% NSR and 50,000 Trueclaim Exploration Inc. shares.
In September 2009 the property was reduced
from 128 claims to 60 claims and from then through December 2009 an additional
56 claims were lapsed. The Company
allowed the balance of the claims remaining to lapse in August 2010.
(VIII) Swayze Joint
Venture, Ontario
In 2007 the Company acquired claims by
staking in Kenogaming Township (in the Swayze Greenstone Belt), Ontario. On
February 12, 2008, the Company entered into a three-year joint venture
agreement with Benton Resources Corp. to evaluate the claims that both parties
held in the Swayze Greenstone Belt. It was proposed that the exploration
budget over the three years would be $1,200,000 with the first year’s budget of
$400,000. Total holdings in the Swayze area include 3 properties totaling
8,544 hectares.
Any additional claims acquired in the Swayze
Greenstone Belt would be included in the joint venture. Each company would
participate in working the properties as a 50:50 joint venture. Expenditures
and programs on the properties to be determined by an annual joint management
committee meeting.
In 2008, and airborne survey was completed over claims
in Tooms Township that form part of the Swayze joint venture property. In
addition, prospecting and mapping were completed on the Tooms and Heenan
Township properties. In late 2008, a small (500 m) drill program was completed
on the Heenan Township property. This work did not identify significant
mineralization.
On May 5, 2009 the joint venture was terminated. The
Company allowed the Swayze claims to lapse in January 2010 and has no further
plans for this project.
49
(IX) North Duluth
Property, Ontario
In 2007 the Company acquired
10 mineral claims (81 units – 1296 hectares) in the Crystal Lake Area south of
Thunder Bay, Ontario and completed an airborne magnetic-electromagnetic survey
over the property. The survey did not identify any significant targets for
follow-up work and in February 2009, the property was reduced to 8 claims. In
February 2010, the remaining claims lapsed.
QUÉBEC, CANADA
(I) Glitter Lake Property, Québec, Canada
Ownership
By an agreement dated August 15, 2003, April 30, 2006 and further amended
on April 1, 2008, with CanAlaska, a company that previously had certain
directors in common, the Company acquired a 50% interest in certain mineral
claims known as the Glitter Lake property, located in the province of Québec.
The Glitter Lake property consists of 63 unpatented mining claims
totalling 1,008 hectares. The claims are owned 100% by PFN, and carry expiry
dates of 24 June 2011 (extensions have been applied for). Work requirements are
$750 per claim. The claims are situated along the trend of the gabbroic sill
that hosts the Horden Lake Cu-Ni deposit and form two groups, one situated to
the southwest of the Horden Lake property, the other to the northeast.
As consideration, the Company, at its
option, must issue common shares, make payments and incur exploration
expenditures as follows:
|
|
|
|
Payments
|
|
|
Shares
|
|
|
Exploration Expenditures
|
|
On or before 15
April 2003
|
(completed)
|
$
|
|
-
|
|
|
-
|
|
$
|
50,000
|
|
Upon execution of
agreement
|
(paid)
|
|
|
10,000
|
|
|
-
|
|
|
-
|
|
On or before 4 June
2004
|
(issued)
|
|
|
-
|
|
|
20,000
|
|
|
-
|
|
On or before 15
August 2004
|
(paid)
|
|
|
15,000
|
|
|
-
|
|
|
-
|
|
On or before 28 May
2005
|
(issued)
|
|
|
-
|
|
|
20,000
|
|
|
-
|
|
On or before 15
August 2005
|
(paid)
|
|
|
20,000
|
|
|
-
|
|
|
-
|
|
On or before 28 May
2006
|
(issued)
|
|
|
-
|
|
|
20,000
|
|
|
-
|
|
On or before 15
April 2007
|
(completed)
|
|
|
-
|
|
|
-
|
|
|
150,000
|
|
On or before 15
April 2009*
|
(14,953 paid)
|
|
|
-
|
|
|
-
|
|
|
200,000
|
|
On or before 15
April 2010*
|
|
|
|
-
|
|
|
-
|
|
|
300,000
|
|
Total
|
|
$
|
|
45,000
|
|
|
60,000
|
|
$
|
700,000
|
|
* Extensions
to these dates have been applied for and are pending.
Upon the Company having vested with a 50% interest by
completing the aforementioned payments and obligations, the Company could elect
within 45 days to increase its interest to 60% by completing a bankable
feasibility study within 24 months. In the event the Company did not complete
a bankable feasibility study within two years, the Company agreed to make cash
payments in the amount of $50,000 per annum for each year the feasibility study
was not completed. Upon vesting with a 60% interest, the Company could elect
within 90 days to earn a 70% interest in the property by placing the property
into commercial production within 2 years from the date of this election. In
the event that the bankable feasibility study indicated an IRR in excess of
15%, the Company agreed to make annual cash payments of $50,000 to CanAlaska
for each year the project is not placed into commercial production.
In the event that a major mining company
elected to participate in the project before the Company vested with a 50%
interest, the Company would issue common shares to the value of $100,000 to
CanAlaska, within 15 days of the Company becoming vested, or pay such amount
that would result in having the Company spent $1 million in exploration
expenditures.
The property is subject to 1.5% NSR payable
to a third party. The Company and CanAlaska will share the NSR buyout
privileges in proportion to their respective interests.
In 2007 PFN and CanAlaska agreed to an extension of the option. A field
program of sampling historical core stored on the property was also completed
in 2007.
50
On January 30, 2009, the Company and CanAlaska signed an amendment to the
option agreement whereby CanAlaska assigned a 100% ownership of the Glitter
Lake property to the Company, in consideration of meeting CanAlaska’s office
lease obligations until the end of the lease term in November 2010. This
equates to a one-time cash payment of $83,601 dollars. CanAlaska
retains a 0.05% NSR interest in the
property along with the existing royalty agreement with the original
prospectors of 1.5%. The original option agreement has thus been terminated.
The Glitter Lake Project is located in northeastern
Quebec, approximately 135 km north –northeast of the town of Matagami. The
property lies at the southwest end of a 40 km long, north east trending belt of
metavolcanic and sedimentary rocks intruded by a gabbroic body. The
exploration target is PGM mineralization associated with copper-nickel sulphide
mineralization. The Glitter claims surround, and extend along strike from the
Horden Lake Copper-Nickel deposit, which hosts an indicated resource of 8.8Mt
at 0.88% Cu and 0.21% Ni, and an inferred resource of 7.8Mt at 0.87% Cu and
0.25% Ni (Southampton Ventures Inc., Press Release, March 2, 2009).
The principal exploration target on the Glitter Lake Property is
remobilized magmatic Cu-Ni sulphide mineralization along the contact of the
metagabroic intrusion that hosts the Horden Lake deposit. Of particular
interest is the potential for relatively high-grade Cu mineralization that
could be used to augment the high grade, but relatively low tonnage portion
(indicated resource of 2.4 Mt at 1.37% Cu, 0.25% Ni, and inferred resource of
2.0 Mt at 1.34% Cu, 0.34% Ni) of the Horden Lake deposit.
On May 2, 2012, the Company entered into an
agreement with El Condor Minerals Inc. ("El Condor") to which El
Condor has the option to earn a 100% interest in the Glitter Lake Property in
the James Bay lowlands region of Quebec.
El Condor can earn a 100% interest in the Glitter Lake Property by paying an
initial $50,000 (paid) and issuing 350,000 common shares to PFN (completed), and
by making additional cash payments totaling $100,000 and issuing an additional
650,000 common shares of El Condor to the Company on or before the second
anniversary of the Agreement, and by maintaining the Glitter Lake Claims in
good standing for the 2-year term of the Agreement. A 2% net smelter return
royalty has been granted to the Company, of which 1% may be purchased by El Condor
for $1,000,000. The Glitter Lake Property is also subject to a pre-existing
aggregate 2% royalty payable to various royalty holders.
51
(II) SOQUEM
–Taureau & Chenneville Projects, Québec, Canada
On July 28, 2006 the Company signed a 50/50
Cooperation Agreement with SOQUEM Inc. ("SOQUEM") in order to conduct
research on platinum properties in the southern portion of the Province of
Québec, Canada, in a designated Area of Mutual Interest ("AMI"), with
the objective of identifying viable properties for further exploration. PFN
and SOQUEM would pool staffing and funding resources, and share all technical
data pertaining to properties located within the AMI, with each party having
equal representation of two members each on a technical committee, responsible
for setting programs, budget and schedule. SOQUEM acted as Manager. The first
exploration program agreed upon between the parties was budgeted at $250,000
and was completed by the end of 2006.
In the event
that a viable property was identified, the parties would contribute jointly to
all staking and acquisition costs, or, if one party elected to do so
independently, would do so at its own expense. In that event, the other party
was granted the right of first refusal to acquire a 50% interest in the property.
Exercise of this right would result in the creation of a new joint venture
agreement between the parties for the newly acquired property.
The 2006
program’s assay results (1.17gpt Pd, 0.14gpt Pt,
0.29gpt Au, 1.62% Cu, and 0.35% Ni) from the Taureau evaluations
justified staking a mafic intrusive and the flying of an airborne EM survey.
Several magnetic bodies with associated conductors were identified, and
additional claims were acquired in these areas.
In 2007, work
programs continued to evaluate mafic intrusives in the AMI. The conductor
trends identified from the airborne survey in the Chenneville area were staked
(254 mineral claims – 15,200 hectares) and evaluated. The Chenneville Project
was initiated to follow-up on the PGE-Cu-Ni mineralization located in 2006.
Additional follow-up ground work on the Taureau and Cheneville project areas
was completed in 2009, culminating with a 500 m drill program on the Cheneville
property. No significant mineralization was identified during the course of the
foregoing investigations.
Both parties agreed to abandon the entire
Chenneville property since the fieldwork did not give the significant results
expected and the Company and Soquem agreed to terminate the Taureau and Chenneville
joint venture in August 2009.
(III) Fiedmont Property, Val d’Or
Québec
On December 16,
2008, the Company entered into an option agreement with Kinbauri whereby the
Company could earn a 60% interest in 40 of Kinbauri’s 84 claims covering
approximately 3,458 ha, known as the Fiedmont PGM property, subject to a 2%
NSR held by
the original vendors. The vendor’s NSR is subject to a 1.0%, $900,000 buyback,
to earn a 60% interest.
Under the terms of the Agreement, the
Company would pay Kinbauri an aggregate amount of $98,000, issue 150,000 common
shares to Kinbauri and expend $400,000 on exploration prior to November 30,
2010 to earn its interest. The Company’s first year commitment was mandatory
and included payment to Kinbauri of $38,000 (paid), issuance of 50,000 shares
(issued, valued at $4,500), and expenditures of $150,000 (incurred) on
exploration prior to November 30, 2009.
The property is
situated approximately 15 km northeast of Val d’Or, Québec and is road
accessible.
The Company completed an initial drill program
targeting potential extensions of the known mineralization in March, 2009;
however, no significant assays were returned
The option
agreement with Kinbauri was terminated on October 13, 2009.
52
(IV)
Destiny Gold Project, Québec
Ownership
On August 14, 2009, the Company
entered into an option agreement with Alto Ventures Ltd. (“Alto”) to earn a 60%
interest in the Destiny Gold Project (formerly the Despinassy Project) consisting
of 175 mining claims totalling 7260 ha.
Under the terms of the Option
Agreement with Alto, PFN will pay Alto $200,000 ($100,000 paid), provide Alto
with 250,000 common shares of PFN (75,000 common shares issued), and complete a
total of $3,500,000 in exploration expenditures over a four year period to earn
a 60% interest in the Destiny Gold property. Subsequent to vesting of its
interest, PFN will form a joint venture with Alto to further develop the
project. Certain claims comprising the property are subject to underlying net
smelter return royalties ranging from 1% to 3.5%, with varying buy-back
provisions.
On August 8, 2011 PFN announced
that, subject to regulatory and shareholder approvals, it has entered into a
letter agreement (“LA”) with Next Gen Metals Inc. (“Next Gen”) (TSX.V:N)
whereby Next Gen has been granted an option (“Option”) to acquire the Company’s
60% earn‐in option interest (“Option Interest”) in
the Destiny Gold Project located in Abitibi‐Témiscamingue region of Québec, which Option
Interest has been granted to the Company pursuant to an agreement with Alto
Ventures Ltd. (“Alto”)(TSX.V:ATV).
On 27 June 2012, Next Gen
elected to terminate its option with the Company on the Destiny Gold Project.
Next Gen’s decision to relinquish the Destiny Project was made from an
assessment of the 2012 exploration results not justifying any further capital
outlay.
On 27 June 2012, the Company
also terminated the Alto Option Agreement related to the Destiny Gold Project.
The Company decided not to pursue additional exploration on these properties
and to concentrate efforts on advancing its 100% owned River Valley PGM Project.
Location and Access
The Destiny Gold Project is located
approximately 75 km north of Val d’Or in the Abitibi-Témiscamingue region of
Québec. The property is road accessible, and excellent mining infrastructure
and support facilities are available in nearby Val d’Or.
Geology
The Destiny Gold property is underlain by
Archean metavolcanic and metasedimentary rocks of the Abitibi Greenstone Belt.
A regional scale structure, the Despinassy shear zone, transects the property.
High grade gold mineralization occurs in quartz veins and alteration zones
associated with this structure. Mineralization has been identified in several
locations along the Despinassy shear zone on the property over a strike
distance of about 4 m.
Mineralization
The main area of mineralization, the DAC zone, occurs
over a strike length of about 600 m. In this area, four to five identifiable
intervals of quartz veining and shear-related alteration zones carry high-grade
gold mineralization, with drill intersections ranging up to 178.5 g/t Au over a
drill width of 1.0 m.
The DAC zone hosts a NI 43-101 compliant indicated
resource of 166,863 tonnes grading 6.88 g/t Au (36,892 oz) and an inferred
resource of 444,753 tonnes grading 4.46 g/t Au (63,839 oz) as calculated by W.A.
Hubacheck Consultants Ltd. for Alto in “A Resource Estimate of the DAC Gold
Deposit, Despinassy Twp., Val d’Or, Quebec,” dated January 9, 2007 (the “2007
Resource Estimate”), and incorporated into the Wardrop Report. The DAC zone is
open along strike and at depth. The occurrence of high-grade mineralization at
the Darla and 20 and 21 zones to the east clearly indicates that the
mineralizing system occurs across a significant portion of the property.
Exploration
The Phase 1 program was completed on
December 22, 2009 and consisted of 5,600 m of drilling in 14 holes. Results
from the Phase I drilling program were very positive as they validated the
deposit model and confirm continuity of gold mineralization between previous
wide-spaced holes. Each of the holes targeting the DAC deposit intersected
gold within multiple zones of shearing, strong alteration, quartz veins
containing variable amounts of sulphides. Significant gold values were obtained
in 100% of the holes drilled including high grade quartz veins containing up to
44.39 g/t Au and wide mineralized shear zones including 21.0 m averaging 1.39
g/t Au and another high grade quartz veins containing up to 16.43 g/t Au over
0.5 m (0.48 oz/ton) and averaging 0.51 g/t and 49.5 m averaging 0.36 g/t Au.
Phase 1 confirmed the large size of the gold system at the DAC deposit.
53
The Phase II drilling program began
January 26, 2010 and was completed in March 2010. The results from the Phase I
and Phase II programs are incorporated into the extensive data base available
for the Destiny project for the next stage of work, which may include diamond
drilling. Drilling at the DAC Deposit continued to intersect multiple gold
zones with high grade values over significant widths. Table below illustrates
significant drill intervals.
Table of Significant Gold Assays
Hole Number
|
From (m)
|
To (m)
|
With (m)
*downhole
|
Au (g/t)
|
DES09-128
|
315.0
458.1
|
318.6
458.6
|
3.6
0.5
|
1.37
2.99
|
DES09-129
|
257.7
308.8
407.0
|
266.0
316.3
407.5
|
8.3
7.5
0.5
|
1.10
0.78
16.43
|
Hole Number
|
From (m)
|
To (m)
|
With (m)
*downhole
|
Au (g/t)
|
DES09-130
|
299.2
305.5
354.4
|
312.6
306.7
374.2
|
13.4
1.2
19.8
|
0.7
6.02
0.53
|
DES09-131
|
94.6
116.8
131.0
|
119.9
118.9
170.5
|
25.3
2.1
49.5
|
0.51
2.42
0.36
|
DES09-134
Includes
|
124.8
256.9
259.6
316.7
|
135.3
266.7
260.6
332.8
|
10.5
9.8
1.0
16.1
|
0.41
0.53
2.54
0.28
|
DES09-135
Includes
Includes
Includes
Includes
Includes
|
355.75
357.25
365.5
374.85
375.4
386.65
389.15
431.4
446.5
486.55
527.1
527.1
|
368.0
357.75
366.0
377.0
375.7
391.0
390.15
441.8
70.35
496.9
530.0
527.75
|
12.25
0.5
0.5
2.15
0.3
4.35
1.0
10.4
23.85
10.35
2.9
0.65
|
2.85
12.69
51.66
1.55
7.9
0.74
2.34
0.46
0.36
0.35
3.35
12.84
|
DES09-136
Includes
|
451.0
460.9
|
463.3
461.5
|
12.3
1.6
|
0.9
3.59
|
DES09-137
Includes
Includes
Includes
|
216.3
226.8
251.9
254.0
371.0
372.9
|
227.6
227.6
258.5
254.5
374.0
374.0
|
11.3
0.8
6.6
0.5
3.0
1.1
|
0.92
4.0
1.16
12.0
8.46
20.85
|
DES09-138
New Vein
|
22.0
91.0
|
44.0
92.0
|
22.0
1.0
|
0.39
2.57
|
* Based
on core angles and previous drilling, true widths are estimated at
approximately 80 to 90% of the downhole lengths reported. Mineralized zones
generally start at 0.1 g/t Au and assay averages may include minimal intervals
of waste material. No top cuts of assays were used.
54
The results from the first 14 holes confirmed
the continuity of gold mineralization between holes drilled previously, some of
which were spaced from 100m to 200m apart.
The 2010 exploration program was completed
in December 2010. A high resolution airborne magnetic survey was conducted
along with BHEM surveys that were designed to target massive sulphide
mineralization.
Three drill holes were completed and each
had a specific objective with respect to defining controls on the
mineralization at the Destiny Gold Project. These are summarized as (1) to test
selected BHEM conductors and assess the association of areas of sulphide
mineralization with gold mineralization, and (2) to test for shallow gold
mineralization to the south of the DAC deposit where the high resolution
magnetic survey identified magnetic signatures similar to the DAC deposit.
Previous drilling revealed massive
sulphide mineralized lenses locally adjacent to the gold mineralization. The
companies interpreted these sulphide lenses as important to the gold mineralizing
system and completed BHEM surveys in certain drill holes to trace the extent of
the massive sulphide mineralization and to help guide drilling at depth.
The 2010 program also included the
completion of the Wardrop Report, which incorporated over 7,600 m of additional
drilling that was completed on the deposit subsequent to the 2007 Resource Estimate, for an updated NI43-101 compliant report with a
resource estimate.
Indicated and Inferred resources have been
determined for the DAC deposit. The deposit is made up of narrow high-grade
gold-bearing quartz veins occurring within five parallel alteration zones.
These alteration zones carry gold at lower grades than the quartz veins but are
significantly wider. The Wardrop Report indicates that the additional drilling
has expanded the DAC Deposit and significantly increased the contained ounces
of gold.
At a cut-off grade of 0.5 g/t Au and using
the Inverse Distance Squared (ID2) estimation method, the five gold zones
contain an Indicated Resource of about 10.8 million tonnes with an average
grade of 1.05 g/t Au (364,000 contained ounces). In addition, the Inferred
Resource totals 8.3 Mt with an average grade of 0.92 g/t Au (247,000 contained
ounces). Table 2 summarises the Resource Estimate at the 0.5 g/t cut-off.
A cut off grade of 0.5 g/t Au was selected
to tabulate the total resources based on the results of similar gold projects
located in Ontario and Quebec. In addition, the following parameters were
considered; 4:1 stripping ratio, operating costs of $14.30/tonne at 10,000
tonnes per day, long term gold price of $US973/troy ounce, $US to $Cdn
conversion of 1.02 and gold recovery of 94%. The resources block considers the
mineralization to start at approximately 15 m below surface down to a depth of
400m for the deepest zone (Zone 5).
Mineral Resources are not Mineral
Reserves and by definition do not demonstrate economic viability.
DAC Resource Estimation Summary (using ID2
method)
Class
|
Zone
|
Capping
Grade
(g/t)
|
Tonnes Above
Capped Grade
|
Average
Grade
(g/t)
|
Average
True Width
(m)
|
Au
Ounces
|
Indicated
|
1
|
7.53
|
1,395,600
|
0.84
|
16
|
37,760
|
|
2
|
19.63
|
2,942,700
|
1.19
|
30
|
112,644
|
|
3
|
6.66
|
1,370,700
|
0.99
|
12
|
43,675
|
|
4
|
10.80
|
3,542,600
|
1.06
|
21
|
121,221
|
|
5
|
14.00
|
1,573,900
|
0.97
|
15
|
49,231
|
|
Total
|
|
10,825,500
|
1.05
|
|
364,530
|
55
Class
|
Zone
|
Capping
Grade
(g/t)
|
Tonnes Above
Capped Grade
|
Average
Grade
(g/t)
|
Average
True Width
(m)
|
Au
Ounces
|
Inferred
|
1
|
7.53
|
971,900
|
0.70
|
16
|
21,724
|
|
2
|
19.63
|
1,841,100
|
1.06
|
30
|
62,487
|
|
3
|
6.66
|
725,500
|
0.93
|
12
|
21,759
|
|
4
|
10.80
|
3,085,300
|
0.89
|
21
|
88,767
|
|
5
|
14.00
|
1,706,600
|
0.96
|
15
|
52,854
|
|
Total
|
|
8,330,400
|
0.92
|
|
247,590
|
Cut-off Sensitivities for the DAC Deposit Resource
Estimate
Class
|
ID2 Cut-off
(Au g/t)
|
Tonnes
|
Average Grade
(Au g/t)
|
Contained
Ounces Au
|
Indicated
|
0.2
|
24,275,300
|
0.65
|
509,960
|
|
0.4
|
14,371,800
|
0.90
|
415,780
|
|
0.5
|
10,825,500
|
1.05
|
364,530
|
|
0.6
|
8,225,700
|
1.21
|
318,840
|
|
0.8
|
5,359,200
|
1.48
|
255,370
|
|
1.0
|
3,858,800
|
1.71
|
212,310
|
|
1.5
|
1,820,100
|
2.26
|
132,490
|
|
2.0
|
979,900
|
2.73
|
86,100
|
Class
|
ID2 Cut-off
(Au g/t)
|
Tonnes
|
Average Grade
(Au g/t)
|
Contained
Ounces Au
|
Inferred
|
0.0
|
31,535,100
|
0.43
|
436,840
|
|
0.2
|
22,541,600
|
0.55
|
401,190
|
|
0.4
|
12,132,100
|
0.78
|
302,500
|
|
0.5
|
8,330,400
|
0.92
|
247,590
|
|
0.6
|
5,797,600
|
1.09
|
203,210
|
|
0.8
|
3,534,600
|
1.35
|
153,420
|
|
1.0
|
2,521,400
|
1.53
|
124,390
|
|
1.5
|
1,133,600
|
1.93
|
70,360
|
|
2.0
|
385,600
|
2.29
|
28,400
|
On June 27, 2012, the Company elected to
terminate its option agreement with Alto Ventures Ltd. (“Alto”) on the Destiny
Gold Project in Val d’Or, Quebec.
Pacific North West Capital Corp. decided it
would be in the best interest of the company to not pursue additional
exploration on these properties and to concentrate efforts on advancing its
100% owned River Valley PGM project.
NORTHWEST TERRITORIES, CANADA
(I) WINTER LAKE
In 2007, the Company staked two separate blocks of claims, totaling 33
mineral claims of approximately 34,070 ha in the MacKay Lake area of the
Northwest Territories. These claims cover geology similar to that where GGL
Resources reported nickel values in a komatiitic environment.
56
No exploration work was completed on the property subsequent to staking,
and the claims were allowed to lapse May 4, 2009 and reverted to the Crown.
SASKATCHEWAN, CANADA
(I)
Nickel Plats, Saskatchewan
By agreement dated 30
April 2007, the Company optioned the Nickel Plats property from Diamond Hunter
Ltd. (“Hunter”) (Figure below). The property is located approximately 50 km
north of La Ronge, Saskatchewan. The property covers a Ni-Cu occurrence
(historic resource of 1.7 million tonnes grading 0.74% combined Ni-Cu) within a
sulphide rich (pyrrhotite, chalcopyrite and pyrite) gabbro intrusion.
On
30 March 2009, the Company and Hunter signed an amendment to the terms
agreement as follows:
|
|
|
Payments
|
Shares
|
|
Exploration
Expenditures
|
Upon execution of agreement
|
(paid/issued)
|
$
|
10,000
|
75,000
|
$
|
-
|
On or before 30 June 2007
|
(paid)
|
|
20,000
|
-
|
|
-
|
On or before 30 April 2008
|
(paid/issued)
|
|
30,000
|
75,000
|
|
-
|
On or before 30 April 2009
|
(paid/issued)
|
|
15,000
|
50,000
|
|
-
|
On or before 30 April 2010
|
(paid/issued)
|
|
15,000
|
50,000
|
|
-
|
On or before 30 April 2011
|
(paid)
|
|
20,000
|
-
|
|
-
|
On or before 30 April 2012
|
(paid)
|
|
20,000
|
-
|
|
-
|
On or before 30 April 2013
|
|
|
20,000
|
-
|
|
-
|
Total
|
|
$
|
150,000
|
250,000
|
$
|
-
|
Approximately
$678,609 in expenditures have been accrued by the Nickel Plats Project, thereby
fulfilling all exploration expenditure requirements under the terms of the
amended Option Agreement.
In 2007, the Nickel Plats
project was evaluated, and a compilation was begun to understand the setting of
the mineralization as well as develop an approach to test the known
mineralization and other targets that were developed from the work. Five
mineral claims (7,692 ha) were staked in the vicinity to expand to the property
to include additional target areas.
The Nickel Plats Project area
is located at or near a terrain boundary underlain by Proterozoic rocks of the
Hearne-Reindeer and Reindeer zones to the east of the Archean Hearne Craton and
northwest of the Archean Sask Craton. The Reindeer zone forms the core of the
Trans-Hudson Orogen and is subdivided into the Rottenstone and La Ronge
domains. The Rottenstone domain consists of mainly metasedimentary rocks
intruded by tonalite-trondhjemite plutons and small mafic- ultramafic
intrusions. The grade of regional metamorphism ranges from lower amphibolite to
upper amphibolite. The mafic-ultramafic intrusions are the foci of PFN’s
exploration interest.
The property is underlain by
gneissic to migmatitic metasedimentary rocks with or without metavolcanic
rocks, intermediate to felsic intrusions and, locally, mafic-ultramafic
plutons. The pluton at the Gochagar Lake Property is a multiphase intrusive
complex consisting of a core of hornblendite and a margin of diorite that was
intruded by gabbro. The gabbro is described as relatively fresh which contains xenoliths
of the metasedimentary country rocks and hosts nickel-copper sulphide
mineralization. The mineralized host rock types are norite, websterite,
hartzburgite, hornblendite and even the surrounding metasedimentary rocks.
Exploration work carried out by
PFN consists of drill core resampling for modern assays and an airborne
electromagnetic (EM) survey. Only a single drill hole was resampled. The assay
results confirm the nickel enriched (up to 0.60% Ni) composition of the
mineralization relative to copper (up to 0.16% Cu), presence of cobalt (up to
0.022%) and minor amounts of PGM (up to 0.3 gpt Pt+Pd).
In 2008, a total of 2284 line
km of VTEM was flown by Geotech over PFN’s Nickel Plats Project area. Mr.
Laurie Reed (a renowned geophysical consultant) completed an interpretation of
the VTEM survey for PFN. The survey did detect the Gochagar A-Zone deposit.
Several similar responses were identified in the vicinity of that zone and
elsewhere on the Nickel Plats properties. These targets remain to be geologically
proofed and drill tested.
57
A 2,284 line km
helicopter-borne VTEM (Versatile Time Domain Electromagnetic) geophysical
survey was completed by Geotech Ltd. over the Nickel Plats property in 2008,
with a large number of anomalies identified, and limited re-sampling of
historic drill core on the property was also completed.
The Nickel Plats adjunct property
is subject to a 2.0% NSR. The Company has the right to purchase a 1.0% NSR for
$750,000.
Pacific North West Capital Corp. decided it
would be in the best interest of the Company to not pursue additional
exploration on these properties and to concentrate efforts on advancing its
100% owned River Valley PGM project.
The claims of the PFNs Nickel Plats
Project (in grey)
BRITISH COLUMBIA, CANADA
(I)
Rock & Roll Property
-
Au-Ag-polymetallic
project
Ownership
On July 28, 2009, the
Company obtained an option from Misty Creek Ventures Ltd. (Misty Creek Ventures
Ltd. was dissolved in January 2010 and its interest was transferred to Equity
Exploration Consultants Ltd.), First Fiscal Enterprises Ltd. and Pamicon
Developments Ltd. (collectively, the “Vendors”) on the Rock & Roll Property.
Under the terms of the Agreement, the Company can earn a 100% interest in the
property over a four-year period by completing $2,000,000 ($594,046 incurred)
in exploration expenditures, paying the Vendors $130,000 and providing the
Vendors with a total of 600,000 (100,000 shares issued) of the Company’s common
shares. The Vendors retain a 2% NSR, of which 1% can be purchased for
$3,000,000. The property is also subject to an underlying NSR of 3% and an
underlying Net Profits Interest Royalty ("NPI") of 15%, both of
which are payable to Prime Equities International Corporation, and both of
which are purchasable by the Forrest Syndicate and/or heirs and assignees in
their entirety for $1,500,000 each.
58
On 19 June 2012, the Company terminated the option agreement with
the Vendors related to the Property.
Location and Access
The Rock & Roll Property is located in
the Liard Mining District approximately 9 km west of the Bronson airstrip and
37 km from the Eskay Creek Mine Road in northern British Columbia.
Geology and Mineralization
The Rock & Roll Property hosts precious
metals rich in volcanogenic massive sulphide (VMS) mineralization in a
volcano-sedimentary host rock package of Triassic age. As such, the
mineralization shows similarities to the gold and silver rich mineralization of
Barrick Gold’s past-producing Eskay Creek mine. Known mineralization on the
Rock & Roll Property occurs in multiple stacked sulphide lenses in two
zones, the Black Dog and SRV zones, over a strike length of approximately 950
m. A total of approximately 14,000 m of core drilling in 110 drill holes was
completed on the property from 1991 to 1997. Only six drill holes tested the
host stratigraphy outside of the known mineralization, but at least 5km of
strike length of the prospective lithologies is present on the property. There
is the potential for additional mineralization along strike and at depth, as historic
drilling tested the known mineralization down to depths of only about 160 m.
Exploration
The 2009 exploration program included a 350
line km, AeroTem3, helicopter-borne magnetic/electromagnetic survey conducted
by Aeroquest Limited and a drilling program consisting of a total of 540 m of
core drilling completed in five holes. The first four holes were designed to
test gaps in the historic drilling on the Black Dog Zone in order to establish
the degree of continuity of the mineralization and to confirm the historic
geological model. Each of the infill drill holes encountered the target
mineralization, confirming the continuity of the sulphide lenses and the
validity of previous geological interpretations. The table below illustrates
selected assay results from this drill program. (Au and Ag in g/t. Cu, Pb and
Zn in percent (%).
Hole
Number
|
From (m)
|
To (m)
|
Interval
(m)
|
Au g/t
|
Ag g/t
|
Cu %
|
Pb%
|
Zn%
|
RR09-105
|
76.03
|
77.9
|
1.87
|
0.78
|
84.6
|
0.24
|
0.21
|
0.89
|
including
|
76.77
|
77.9
|
1.13
|
1.14
|
120.4
|
0.32
|
0.30
|
1.23
|
RR09-106
|
62.26
|
64.3
|
2.04
|
0.40
|
72.2
|
0.27
|
0.24
|
1.63
|
including
|
62.26
|
63.01
|
0.75
|
0.90
|
177.7
|
0.60
|
0.63
|
4.23
|
RR09-107
|
39.32
|
58.73
|
19.41
|
0.53
|
57.9
|
0.19
|
0.24
|
0.91
|
including
|
39.32
|
42.46
|
3.14
|
1.31
|
296.2
|
0.46
|
1.25
|
3.99
|
RR09-108
|
46.88
|
85.59
|
38.71
|
0.28
|
18.3
|
0.13
|
0.05
|
0.72
|
including
|
62.74
|
75.71
|
12.97
|
0.40
|
28.0
|
0.21
|
0.06
|
1.07
|
RR09-109
|
No Significant Assays
|
*Interval represents apparent thickness not true thickness
The final drill hole of this program tested a strong
electromagnetic anomaly that was thought to represent the westward continuation
of the Black Dog Zone. Drilling at this location failed to return any
significant assays.
Further investigations are
required to test for a westward extension of the main zones of mineralization.
The 2009 work program on the property was
also designed to provide an initial evaluation of the validity of historic
assay data. A total of twenty-one samples from five different historic drill
holes were obtained for comparison with the original assays. In most cases the
samples were taken from the same core interval as the original samples.
59
Overall historic assay results have been
confirmed, and the Company can now embark on a systematic re-sampling of
historic core to provide a statistical comparison of the historic assay data
with modern data. Commencement of the
2010 Rock and Roll exploration program was announced on September 27th 2010.
This program primarily focused on continuation of re-sampling previous drill
core, coupled by geological mapping/prospecting that investigated airborne
geophysical survey conductors and geological and geochemical targets. The
fieldwork was supported by further compilation of data from the 1990-97
programs and the incorporation of new geological interpretations formulating in
conjunction with members of the British Columbia Geological Survey.
The
Rock & Roll Report, commissioned by Alto and PFN, and filed on June 1, 2011
on the Company’s Form 6-K, included a new NI 43-101 compliant mineral resource estimate
for the Black Dog Deposit. The resource estimate incorporated the mineralized
zones of the historic drill core and the 540 m (1772 ft) of the five diamond
drill holes that were completed by PFN in 2009/2010. Through this work, PFN
significantly increased the resources contained within the Black dog deposit
over the previous resource estimate,
completed prior to the
implementation of the NI 43-101 standards of disclosure.
The NI43-101 compliant mineral resource
estimate in the “indicated” category consists of 2,155,679 tonnes grading 0.68
g/t Au (47,040 contained oz of Au), and 82.7 g/t Ag (5,734,445 contained oz of
Ag) at a gold-equivalent cut-off grade of 0.5 g/t. The deposit also contains
0.22% Cu (10,500,833 lbs Cu), 0.22% Pb (10,399,960 lbs Pb), and 0.94% Zn
(44,522,995 lbs Zn) or 3.11 g/t gold equivalent (AuEq) for an additional
215,239 oz of Au Eq at the 0.5 g/t AuEq cut-off. The AuEq grade is based on
$1000/oz Au, $15.80/oz Ag, $2.92/lb Cu, $0.86/lb Pb and $0.86/lb Zn. Tables
below give the mineral resource estimate for the Black Dog deposit at varying
cut-off grades.
The Black Dog massive sulphide deposit is
part of a larger area that includes the SRV Zone hosting precious metal-rich
volcanogenic massive sulphide (VMS) mineralization. These occurrences display
similarities to other precious metal-rich deposits such as Eskay Creek (50 km
to the east-southeast), Greens Creek, and other deposits of the Canadian
Cordillera. The mineralization on the Rock &Roll property is hosted by
graphitic argillite to siltstone. The Black Dog and SRV zones are dominated by
massive pyrrhotite with blebs and lenses of chalcopyrite and sphalerite.
Massive pyrite-sphalerite forms finely laminated lenses locally, with minor
pyrrhotite, galena and chalcopyrite.
Indicated Mineral Resources, consistent with
CIM definitions required by NI43-101, are reported at various cut-off grades in
Table 1 (for Au and Ag) and Table 2 (for Cu, Pb, Zn and gold equivalent
values). Inverse distances squared interpolation restricted to mineralized
domains were used to estimate gold (grams/tonne Au), silver (grams/tonne Ag),
copper (% Cu), lead (% Pb), and zinc (% Zn) grades into the block models. Gold,
silver, copper, lead and zinc content were combined into a gold equivalent
value (using to the prices given above) for resource reporting.
60
Gold and
Silver Indicated Mineral Resource Estimate at various gold-equivalent cut-off
grades. Metallurgical recoveries and net smelter
returns are assumed to be 100%
Copper, Lead, Zinc and gold equivalent
Indicated Mineral Resource Estimate at various gold-equivalent cut-off grades
On June 19, 2012, the Company elected to
terminate its option agreements with Pamicon Developments Ltd. on the Rock
& Roll Polymetallic Project, British Columbia.
The Company decided it would be in its best
interest to not pursue additional exploration on these properties and to
concentrate efforts on advancing its 100% owned River Valley PGM project.
61
ALASKA, USA
(I) Union Bay Platinum Property
The
project is located 32 km west of Ketchikan, Alaska. The exploration target is
an enriched platinum bearing zone within or peripheral to a dunite core.
Location Map of Union Bay property, Alaska
By agreement dated October 1, 2002 and
amended April 2, 2003 and February 4, 2004, the Company could acquire, from
Freegold, a company that previously had certain directors and officers in
common, an option to earn up to a 70% interest in the property.
In order to earn its 50% interest, the Company,
purchased a private placement of $165,000 (2002), made cash payments, and
issued common shares and incurred exploration expenditures as follows:
|
|
Payments
|
|
|
Shares
|
|
|
Exploration Expenditures
|
|
- Within 5 days from approval date
(issued)
|
$
|
-
|
|
|
30,000
|
|
$
|
-
|
|
- On or before 1 July 2003
(paid
/ incurred)
|
|
20,000
|
|
|
-
|
|
|
30,000
|
|
- On or before 30 January 2004
(issued)
|
|
-
|
|
|
30,000
|
|
|
-
|
|
- On or before 1 July 2004
(paid
/ incurred)
|
|
20,000
|
|
|
-
|
|
|
30,000
|
|
- On or before 1 July 2005
(paid
/ incurred)
|
|
30,000
|
|
|
-
|
|
|
340,000
|
|
- On or before 1 July 2006
(paid
/ incurred)
|
|
30,000
|
|
|
-
|
|
|
600,000
|
|
|
$
|
100,000
|
|
|
60,000
|
|
$
|
1,000,000
|
|
Following vesting with a 50% interest on
July 1, 2006, the Company had the right to elect within 45 days to increase its
interest to 60% by completing a feasibility study within 12 months of vesting
with 50%. This election was not made.
As a term of the agreement the
Company, upon vesting with 50%, issued 253,586 common shares at market value of
$100,000 to Freegold. In a previous year, 134,538 common shares were issued,
the value of which was accounted in the previous year.
62
By Memorandum of Agreement
dated May 4, 2007, Freegold and the Company confirmed their 50/50 interest in
the property, with the Company as Project Operator.
In October 2012, upon agreement
between Freegold Ventures Limited and Pacific North West Capital Corp., it was
agreed to cancel following claims:
604428 QTUBST 1 604431
QTUBST 4
604429 QTUBST 2 604432
QTUBST 5
604430 QTUBST 3 604476
QTUBST 6
No programs were carried out during the
past year and Freegold and the Company are seeking a joint venture partner to
further develop this project.
The Company decided it would be in its best
interest to not pursue additional exploration on these properties and to
concentrate efforts on advancing its 100% owned River Valley PGM project.
(II) Kane Property
On June 6, 2007, the Company entered into an option agreement with
Stillwater whereby Stillwater could earn 50% of the first selected property by
spending US$3.5 million and US$4.0 million on each subsequent selected property
by December 31, 2011. In March 2008, Stillwater elected not to continue with
exploration on the property in order to evaluate new ground in southeast
Alaska.
In October 2012, the Company allowed the Kane Property claims to lapse.
The Company decided it would be in its best
interest to not pursue additional exploration on these properties and to
concentrate efforts on advancing its 100% owned River Valley PGM project.
(III) Tonsina Property
The Tonsina property, presently defined, consists of 46 State of Alaska
mining claims, known as the “Marc” claims 1-46 (ADL Nos. 610060 – 610105; which
were staked in June 2006. These claims comprise a contiguous group of State of
Alaska ¼ section claims covering approximately 29.78 sq. kilometers (744.62
hectares, or 7,360 acres), herein referred to as the “Tonsina property”. The
claims are owned 100% by the Company.
The property is located in the Valdez quadrangle in southeast Alaska on
state select land, located approximately 6 km south of the village of Tonsina
and 110 km north of Valdez. The property covers prospective PGM mineralization
within the Tonsina ultramafic intrusive complex. Access is relatively good
with bush roads 6 km north to the Richardson Highway which connects Anchorage
to Fairbanks. Helicopters are still required to reach the higher elevations.
The Company decided it would be in its best
interest to not pursue additional exploration on these properties and to
concentrate efforts on advancing its 100% owned River Valley PGM project.
63
The 2007 exploration program identified significant PGM anomalies associated
with a sulphide and chromite enriched layer in the Tonsina Ultramafic Complex.
An induced polarization survey designed to test the extent of the
mineralization was completed in the summer of 2008, and was followed by a
ground magnetic survey and surface channel sampling. The results suggest that
the zone of sulphide mineralization is continuous over a 300 m strike length.
Future work will focus on determining the total strike extent of this zone, and
identifying the best locations for drill testing of the mineralization.
The Company decided it would be in its best
interest to not pursue additional exploration on these properties and to
concentrate efforts on advancing its 100% owned River Valley PGM project.
(IV)
Nixon
Fork Project, Alaska
By Letter Agreement (the “Agreement”) dated
December 9, 2008 between the Company and St. Andrew Goldfields Ltd. (“SAG”),
the Company was granted an option, exercisable until February 15, 2009, to
acquire a 100% interest in SAG’s wholly-owned subsidiary Mystery Creek
Resources Inc. (“MCR”). MCR’s assets include the Nixon Fork property, located 56 km northeast of McGrath, Alaska.
The Company paid US$100,000 upon signing
the agreement dated 9 December 2008. The Company exercised the option by
agreeing to pay a further US$400,000 of which US$100,000 was paid February 12,
2009, and the balance was paid in three equal installments on May 1, 2009, July
1, 2009 and September 1, 2009.
In
June 2009, the Company granted Fire River Gold Corp. (“FAU”) an option to
acquire all of the outstanding shares of MCR. FAU paid PFN US$50,000 on signing
of the agreement. The sale of MCR to FAU was approved by PFN shareholders in
August 2009. The shareholders of FAU approved the purchase of MCR in September
2009. FAU exercised the option by making further payments totaling US$450,000
and issuing a total of US$2.5 million in FAU shares at a deemed price of $0.45
per share for a total of 6,415,000 shares to the Company.
64
FAU
issued to the Company 1,000,000 share purchase warrants entitling the Company
to purchase 1,000,000 shares at an exercise price of $0.50 for a period of
twenty-four months from the date of closing. FAU reimbursed all expenses
incurred by the Company from May 1, 2009 until the finalization of this
transaction for a total CDN$773,766.
(I) Burkina Faso, Africa
On January 18, 2011, the Company entered into an
agreement with Somitra to acquire 100% interest in the properties of Kangara,
Kalempo and Lhorosso. The Company can earn a 100% interest in the properties
under the following terms of the agreements:
-
US$75,000 on signing of
the agreement (paid);
-
US$30,000 on six months
following the signing of the agreement (paid);
-
US$105,000 on the first
anniversary of the signing of the agreement (paid);
-
US$120,000 on the
second anniversary of the signing of the agreement;
-
US$150,000 on the third
anniversary of the signing of the agreement; and
-
After completion of
transferring the claims, the Company is required to issue 450,000 common shares
of the Company to Somitra or pay the sum of US$135,000.
PFN’s Burkina Faso gold Projects lie within the
Birimian Greenstone Belt of West Africa, one of the most prolific gold
producing regions of the world. The Birimian Greenstone Belt consists of Lower
Proterozoic age volcanic and sedimentary units intruded and surrounded by
related plutonic rocks and has a long history of gold mining with industrial
history beginning in Ghana at the end of the 19
th
century.
On May 24, 2012, the Company entered into an agreement
to provide Roxgold Inc. (“ROG”) an option to earn a 100% interest in company’s
all three gold exploration permits in Burkina Faso. In order to exercise the
option, ROG shall make the cash payments and issue shares as set forth below:
|
|
|
Payments
|
|
Shares,
Warrants
|
On signing
|
(received)
|
$
|
50,000
|
|
|
If decision is made to
proceed ( before October 7,
2012
|
|
|
300,000
|
|
250,000
Warrants,
50,000
common
shares
|
Total
|
|
$
|
350,000
|
|
300,000
|
Upon completion of the option, the Company will retain
1% NSR. 1% NSR can be purchased from the Company for $500,000.
In February, 2013 Roxgold Inc. elected to terminate
its option agreement related to the Burkina Faso gold projects, subsequent to
Roxgold’s termination, Pacific North West Capital also elected terminate its
agreement with Somitra.
Each property is subject to a 1.0% NSR with the buyout
price of US$1,000,000 for any deposit over 1 million ounces and US$500,000 for
any deposit under 1 million ounces. A joint venture partner is being sought to
further explore the project.
“Property, Plants and
Equipment” sections of this report have been reviewed and approved for
technical content by William Stone Ph.D. P.Geo, President & COO of PFN and
a Qualified Person under the provisions of NI 43-101.
65
ITEM 5:
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The preparation
of the Company’s consolidated financial statements in conformity with IFRS
requires management to make judgments, estimates and assumptions that affect
the reported amounts of assets, liabilities and contingent liabilities at the
date of the consolidated financial statements and reported amounts of income
and expenses during the reporting period. Estimates and assumptions are
continuously evaluated and are based on management’s experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances. However, actual outcomes can differ from
these estimates.
Areas requiring
a significant degree of estimation and judgment relate to the recoverability of
the carrying value of exploration and evaluation assets, fair value
measurements for financial instruments and share-based payments, the
recognition and valuation of provisions for decommissioning liabilities, the
recoverability and measurement of deferred tax assets and liabilities, inventory
valuation and ability to continue as a going concern. Actual results may
differ from those estimates and judgments.
Cash
and cash equivalents
Cash and cash
equivalents comprise cash at banks and on hand, and short term money market
instruments with an original maturity of three months or less, which are
readily convertible into a known amount of cash.
Investment
in associate
The Company’s
investments in associates are accounted for using the equity method of
accounting. Under the equity method, the Company’s investment in an associate
is initially recognized at cost and subsequently increased or decreased to
recognize the Company’s share of earnings and losses of the associate and for
impairment losses after the initial recognition date. The Company’s share of
an associate’s losses that are in excess of its investment in the associate are
recognized only to the extent that the Company has incurred legal or
constructive obligations or made payments on behalf of the associate. The
Company’s share of earnings and losses of associates are recognized in profit
or loss during the period.
After
application of the equity method, the Company determines whether it is
necessary to recognize an impairment loss on the Company’s investment in its
associates. The Company determines at each reporting date whether there is any
objective evidence that the investment in the associate is impaired. If there
is objective evidence, the Company calculates the amount of impairment as the
difference between the recoverable amount of the associate and its carrying
value and recognizes the amount in profit or loss. When a group entity
transacts with an associate of the Company, profit and losses are eliminated to
the extent of the Company’s interest in the relevant associate.
Foreign
currencies
The Company’s
reporting currency and the functional currency of all of its operations is the
Canadian dollar as this is the principal currency of the economic environment
in which they operate.
Foreign currency
transactions are translated into functional currency using the exchange rates
prevailing at the date of the transaction. Foreign currency monetary items are
translated at the period-end exchange rate. Non-monetary items measured at
historical cost continue to be carried at the exchange rate at the date of the
transaction. Non-monetary items measured at fair value are reported at the
exchange rate at the date when fair values were determined.
66
Exchange
differences arising on the translation of monetary items or on settlement of
monetary items are recognized in profit or loss in the period in which they
arise, except where deferred in equity as a qualifying cash flow or net
investment hedge.
Exchange
differences arising on the translation of non-monetary items are recognized in
other comprehensive income in the statement of comprehensive income to the
extent that gains and losses arising on those non-monetary items are also
recognized in other comprehensive income. Where the non-monetary gain or loss
is recognized in profit or loss, the exchange component is also recognized in
profit or loss.
Property,
plant and equipment
Property, plant
and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses. The cost of an item of property, plant and equipment
consists of the purchase price, any costs directly attributable to bringing the
asset to the location and condition necessary for its intended use and an
initial estimate of the costs of dismantling and removing the item and
restoring the site on which it is located.
Depreciation is
provided at rates calculated to write off the cost of property, plant and
equipment, less their estimated residual value, using the declining balance
method using the following rates or the straight-line method over the following
expected useful lives:
|
Automotive
|
30%
|
|
Office
equipment
|
20%
|
|
Software
|
100%
|
|
Leasehold
improvements
|
10
years
|
Exploration
and evaluation properties
Exploration and
evaluation expenditures include the costs of acquiring licenses, costs
associated with exploration and evaluation activity, and the fair value (at
acquisition date) of exploration and evaluation assets acquired in a business
combination. Exploration and evaluation expenditures are capitalized. Costs
incurred before the Company has obtained the legal rights to explore an area
are recognized in profit or loss.
Option payments
received are treated as a reduction of the carrying value of the related
exploration and evaluation properties and deferred costs until the receipts are
in excess of costs incurred, at which time they are credited to income. Option
payments are at the discretion of the optionee, and accordingly, are recorded
on a cash basis.
Exploration and
evaluation assets are assessed for impairment if (i) sufficient data exists to
determine technical feasibility and commercial viability, and (ii) facts and
circumstances suggest that the carrying amount exceeds the recoverable amount.
Once the
technical feasibility and commercial viability of the extraction of mineral
resources in an area of interest are demonstrable, exploration and evaluation
assets attributable to that area of interest are first tested for impairment
and then reclassified to mining property and development assets within
property, plant and equipment.
Recoverability
of the carrying amount of any exploration and evaluation assets is dependent on
successful development and commercial exploitation, or alternatively, sale of
the respective areas of interest.
67
Decommissioning,
restoration and similar liabilities
The Company
recognizes provisions for statutory, contractual, constructive or legal
obligations associated with the reclamation of mineral properties and
retirement of long-term assets, when those obligations result from the
acquisition, construction, development or normal operation of the assets. The
net present value of future cost estimates arising from the decommissioning of
plant, site restoration work and other similar retirement activities is added
to the carrying amount of the related asset, and depreciated on the same basis
as the related asset, along with a corresponding increase in the provision in
the period incurred. Discount rates using a pre-tax rate that reflect the current
market assessments of the time value of money are used to calculate the net
present value.
The Company’s
estimates of reclamation costs could change as a result of changes in
regulatory requirements, discount rates and assumptions regarding the amount
and timing of the future expenditures. These changes are recorded directly to
the related asset with a corresponding entry to the provision.
Changes in the
net present value, excluding changes in the Company’s estimates of reclamation
costs, are charged to profit or loss for the period. The net present value of reclamation
costs arising from subsequent site damage that is incurred on an ongoing basis
during production are charged to profit or loss in the period incurred. The
costs of reclamation projects that were included in the provision are recorded
against the provision as incurred. The costs to prevent and control
environmental impacts at specific properties are capitalized in accordance with
the Company’s accounting policy for exploration and evaluation properties.
Share-based
payments
Share-based payments
to employees are measured at the fair value of the instruments issued and
recognized over the vesting periods. Share-based payments to non-employees are
measured at the fair value of goods or services received or the fair value of
the equity instruments issued, if it is determined the fair value of the goods
or services cannot be reliably measured, and are recorded at the date the goods
or services are received. The corresponding amount is recorded to the
share-based payments reserve.
The fair value
of options is determined using the Black-Scholes Option Pricing Model which
incorporates all market vesting conditions. The number of shares and options
expected to vest is reviewed and adjusted at the end of each reporting period
such that the amount recognized for services received as consideration for the
equity instruments granted shall be based on the number of equity instruments
that will eventually vest.
Taxation
Deferred tax is
provided, using the liability method, on all temporary differences at the
balance sheet date between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes.
Deferred tax
liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary
differences to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be
utilized. Such deferred tax assets and liabilities are not recognized if the
temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
The carrying
amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred income tax asset to be utilized.
68
Deferred tax assets
and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realized or the liability is settled, based on the tax
rates that have been enacted or substantively enacted at the reporting date.
Financial
assets
Financial assets
are classified as financial assets at fair value through profit or loss
(“FVTPL”), held-to-maturity, loans and receivables, available-for-sale
financial assets, or as derivatives designated as hedging instruments in an
effective hedge, as appropriate. The Company determines the classification of
its financial assets at initial recognition. Financial assets are recognized
initially at fair value. The subsequent measurement of financial assets
depends on their classification as follows:
Financial
assets at FVTPL
Financial assets
are classified as held for trading and are included in this category if
acquired principally for the purpose of selling in the short term or if so
designated by management. Derivatives, other than those designated as
effective hedging instruments, are also categorized as held for trading. These
assets are carried at fair value with gains or losses recognized in profit or
loss. Transaction costs associated with financial assets at FVTPL are expensed
as incurred. Cash and cash equivalents and share purchase warrants held in
other companies are included in this category of financial assets.
Held-to-maturity
and loans and receivables
Held-to-maturity
and loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Such assets are
carried at amortized cost using the effective interest method if the time value
of money is significant. Gains and losses are recognized in profit or loss when
the financial asset classified in this category are derecognized or impaired,
as well as through the amortization process. Transaction costs are included in
the initial carrying amount of the asset. Amounts receivables are classified
as loans and receivables.
Available-for-sale
Available-for-sale
financial assets are those non-derivative financial assets that are not
classified as loans and receivables. After initial recognition,
available-for-sale financial assets are measured at fair value, with gains or
losses recognized within other comprehensive income. Accumulated changes in
fair value are recorded as a separate component of equity until the investment
is derecognized or impaired. Transaction costs are included in the initial
carrying amount of the asset. Available-for-sale assets include short term investments
in equities of other entities.
The fair value
is determined by reference to bid prices at the close of business on the
reporting date. Where there is no active market, fair value is determined
using valuation techniques. Where fair value cannot be reliably measured,
assets are carried at cost.
Derivatives
designated as hedging instruments in an effective hedge
The Company does
not hold or have any exposure to derivative instruments.
69
Financial
liabilities
Financial
liabilities are classified as financial liabilities at FVTPL, derivatives
designated as hedging instruments in an effective hedge, or as financial
liabilities measured at amortized cost, as appropriate. The Company determines
the classification of its financial liabilities at initial recognition. The
measurement of financial liabilities depends on their classification, as
follows:
Financial
liabilities at FVTPL
Financial
liabilities at FVTPL has two subcategories, including financial liabilities
held for trading and those designated by management on initial recognition. Transaction
costs on financial liabilities at FVTPL are expensed as incurred. These
liabilities are carried at fair value with gains or losses recognized in profit
or loss.
Financial
liabilities measured at amortized cost
All other
financial liabilities are initially recognized at fair value, net of
transaction costs. After initial recognition, other financial liabilities are
subsequently measured at amortized cost using the effective interest method.
Amortized cost is calculated by taking into account any issue costs, and any
discount or premium on settlement. Gains and losses arising on the repurchase,
settlement or cancellation of liabilities are recognized respectively in
interest, other revenues and finance costs. Trade payables are included in
this category of financial liabilities.
Derivatives
designated as hedging instruments in an effective hedge
The Company does
not hold or have any exposure to derivative instruments.
Impairment
of financial assets
Financial
assets, other than financial assets at FVTPL, are assessed for indicators of
impairment at each period end.
Assets
carried at amortized cost
If there is
objective evidence that an impairment loss on assets carried at amortized cost
have been incurred, the amount of the loss is measured as the difference
between the asset’s carrying amount and the present value of estimated future
cash flows discounted at the financial asset’s original effective interest
rate. The carrying amount of the asset is reduced, with the amount of the loss
recognized in profit or loss.
If, in a
subsequent period, the amount of the impairment loss decreases and the decrease
can be related objectively to an event occurring after the impairment was
recognized, the previously recognized impairment loss is reversed to the extent
that the carrying value of the asset does not exceed what the amortized cost
would have been had the impairment not been recognized. Any subsequent
reversal of an impairment loss is recognized in profit or loss.
Available-for-sale
If an
available-for-sale financial asset is impaired, the cumulative loss previously
recognized in equity is transferred to profit or loss. Any subsequent recovery
in the fair value of the asset is recognized within other comprehensive
income.
70
Derecognition
of financial assets and liabilities
Financial assets
are derecognized when the rights to receive cash flows from the assets expire
or, the financial assets are transferred and the Company has transferred
substantially all the risks and rewards of ownership of the financial assets.
On derecognition of a financial asset, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable and
the cumulative gain or loss that had been recognized directly in equity is
recognized in profit or loss.
For financial
liabilities, they are derecognized when the obligation specified in the
relevant contract is discharged, cancelled or expires. The difference between
the carrying amount of the financial liability derecognized and the
consideration paid and payable is recognized in profit or loss.
Impairment
of non-financial assets
The carrying
amount of the Company’s assets is reviewed for an indication of impairment at
the end of each reporting period. If an indication of impairment exists, the
Company makes an estimate of the asset’s recoverable amount. Individual assets
are grouped for impairment assessment purposes at the lowest level at which
there are identifiable cash flows that are largely independent of the cash
flows of other groups of assets. Recoverable amount of an asset group is the
higher of its fair value less costs to sell and its value in use. In assessing
value in use, the estimated future cash flows are adjusted for the risks
specific to the asset group and are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time
value of money.
Where the
carrying amount of an asset group exceeds its recoverable amount, the asset
group is considered impaired and is written down to its recoverable amount.
Impairment losses are recognized in profit or loss.
An assessment is
made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have
decreased. If such indication exists, the recoverable amount is estimated. A
previously recognized impairment loss is reversed only if there has been a
change in the estimates used to determine the asset’s recoverable amount. An
impairment loss is reversed only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have been determined, net of depreciation,
if no impairment loss had been recognized.
Flow-through
shares
Any premium
received by the Company on the issuance of flow-through shares is initially
recorded as a liability and included in trade payables and accrued
liabilities. Upon renouncement by the Company of the tax benefits associated
with the related expenditures, a deferred tax liability is recognized and the
flow-through liability will be reversed. To the extent that suitable deferred
tax assets are available, the Company will reduce the deferred tax liability
and record a deferred tax recovery.
Related
party transactions
Parties are
considered to be related if one party has the ability, directly or indirectly,
to control the other party or exercise significant influence over the other
party in making financial and operating decisions. Parties are also considered
to be related if they are subject to common control, related parties may be
individuals or corporate entities. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between
related parties.
71
A. Operating Results
The following discussion and analysis
should be read in conjunction with the Company’s audited consolidated financial
statements and related notes thereto included herein. The Company’s audited
consolidated financial statements have been prepared in accordance with IFRS.
Unless otherwise noted, all currency
amounts are stated in Canadian dollars. The following table summarizes selected
financial data for PFN for each of the two most recently completed financial
years. The 2013 and 2012 information set forth below should be read in
conjunction with the consolidated audited financial statements, prepared in
accordance with IFRS, and related notes.
|
|
For the Years Ended 30 April (audited)
|
|
|
|
2013
|
|
|
2012
|
|
Total revenues
|
$
|
16,605
|
|
$
|
33,134
|
|
General and administrative expenses
|
|
1,886,717
|
|
|
2,975,697
|
|
Mineral property cash costs incurred
|
|
587,108
|
|
|
3,351,736
|
|
Income (loss) before other items in total
|
|
(1,886,717
|
)
|
|
(2,975,697
|
)
|
Net income (loss) from continuing
operations in total
|
|
(2,341,609
|
)
|
|
(4,987,597
|
)
|
Loss per share – Basic & fully diluted
– continued operations
|
|
(0.02
|
)
|
|
(0.05
|
)
|
Loss per share – Basic & fully diluted
– discontinued operation
|
|
-
|
|
|
-
|
|
Total assets
|
|
9,999,021
|
|
|
13,200,115
|
|
Net assets
|
|
9,923,666
|
|
|
12,786,400
|
|
Total long term liabilities
|
|
Nil
|
|
|
Nil
|
|
Cash dividends declared
|
|
Nil
|
|
|
Nil
|
|
Twelve Months Ended April
30, 2013 Compared to Twelve Months Ended April 30, 2012
Results of operations
The year ended 30 April 2013 resulted in a loss from operations
of $2,341,609 which compares
with a loss of $4,987,597 for the year ended 30 April 2013. The decrease in loss of $2,645,988 was mainly attributable to net effect
of the following:
-
Decrease
of $518,461 in write-down of exploration and evaluation properties.
Write-down of exploration and evaluation properties of $585,915 for the
year ended 30 April 2013 as compared to $1,104,376 for the same period in
2012.
-
Decrease
of $418,633 in loss on revaluation of share purchase warrants. Loss on
revaluation of share purchase warrants of $132,631 for the year ended 30
April 2013 compared to $511,264 for the same period in 2012.
-
Decrease
of $423,588 in loss on sale of short term investments. $110,042 for the
year ended 30 April 2013 as compared to $533,630 for the same period in
2012.
-
Decrease
of $330,441 in net loss from associate. $103,664 for the year ended 30
April 2013 compared to $434,105 for the same period in 2012.
-
Decrease
of $226,562 in flow-through share income recognized. Flow-through share
income of $311,218 for the year ended 30 April 2013 compared to $537,780
for the same period in 2012.
72
-
Decrease
of $416,358 in share-based payment, because no stock options were issued
during the current period. Cost of $115,354 for the year ended 30 April
2013 compared to $531,712 for the same period in 2012.
-
Decrease
of $289,937 in investor and shareholder relations. Cost of $238,291 for
the year ended 30 April 2013 compared to $528,228 for the same period in
2012.
-
Decrease
of $160,926 in management fees due to no bonuses paid during the current
period. Cost of $271,412 for the year ended 30 April 2013 compared to
$432,338 for the same period in 2012.
-
Decrease
of $124,926 in travel, lodging and food. Cost of $72,344 for the year
ended 30 April 2013 compared to $197,270 for the same period in 2012.
-
Decrease
of $82,993 in office and miscellaneous. Cost of $91,559 for the year
ended 30 April 2013 compared to $174,552 for the same period in 2012.
-
Decrease
of $33,077 in foreign exchange gain. $7,484 for the year ended 30 April
2013 compared to $40,561 for the same period in 2012.
-
Decrease
of $14,363 in accounting and audit fees. Cost of $18,955 for the year
ended 30 April 2013 compared to $33,318 for the same period in 2012.
-
Decrease
of $25,728 in transfer agent and filing fees. Cost of $50,686 for the
year ended 30 April 2013 compared to $76,414 for the same period in 2012.
-
Increase
of $63,738 in office rent expenses due to new office space. Cost of
$128,969 for the year ended 30 April 2013 compared to $65,231 for the same
period in 2012.
-
Decrease of
$2,005 in insurance, licenses & fees. Cost of $44,623 for the year
ended 30 April 2013 compared to $46,628 for the same period in 2012.
Events Subsequent to Year Ended April 30,
2013
On 2 May 2013, the Company decided not to
pursue additional exploration on the Nickel Plats and to concentrate efforts on
advancing its 100% owned River Valley PGM Project.
On 15 July 2013, the Company announced a
non-brokered flow-through and non-flow-through private placement of up to a
combined 16,000,000 units for gross proceeds of up to $800,000. Finder’s fees
may be paid in connection with this private placement, subject to regulatory
approval.
Each flow-through unit (the “FT Unit”) at
a price of $0.05 per FT Unit will consist of one common flow-through share and
one-half of one non-flow-through, non-transferable, share purchase warrant (the
“Warrant”), with each Warrant entitling the holder to purchase one additional
non-flow-through common share of the Company at a price of $0.10 per share for
a period of 12 months from the closing date. The proceeds from the sale of the
FT Units will be used for the further development and exploration of the River
Valley PGM Project and the exploration of the two large adjacent properties.
73
Each non-flow-through unit (the “NFT
Unit”) at a price of $0.05 per NFT Unit will consist of one common share and
one-half of one non-transferable Warrant, with each Warrant entitling the
holder to purchase one common share of the Company at a price of $0.10 per
share for a period of 12 months from the closing date. The proceeds from the
sale of the NFT Units will be used as working capital and for funding other
properties.
On 21 May 2013, 558,500 warrants with an exercise price of $0.32 and
243,250 warrants with an exercise price of $0.30 expired
B. Liquidity and Capital
Resources
The Company’s objectives are to safeguard
the Company’s ability to continue as a going concern in order to support the
Company’s normal operating requirements, continue the development and
exploration of its mineral properties.
The Company is dependent upon external
financing to fund its activities. In order to carry out the planned exploration
and to pay for general administration costs, the Company may issue new shares,
issue new debt, acquire or dispose of assets or adjust the amount of cash and
cash equivalents. The Company will continue to assess new properties and seek
to acquire an interest in additional properties if it feels there is sufficient
geologic or economic potential and if it has adequate financial resources to do
so.
The Company is not subject to any
externally imposed capital requirements. There were no significant changes in
the Company’s approach or the Company’s objectives and policies for managing
its capital.
Twelve Months Ended
April 30, 2013 Compared to Twelve Months Ended April 30, 2012
During the year ended April 30, 2013, the
Company’s working capital, defined as current assets less current liabilities, was $1,637,523 compared with working
capital of $4,570,797 at April 30, 2012.
The Company’s total issued and outstanding
common shares at April 30, 2013, was 104,047,214 common shares.
The Company had a portfolio of investments
with a book value of $1,791,786 and a market value of $586,964 as at April 30,
2013.
C. Research and Development, Patents
and Licenses, etc.
As the Company is a mineral exploration
company with no research and development, the information required by this
section is inapplicable.
D. Trend Information
As the Company is a mineral exploration
company with no producing properties, the information required by this section
is inapplicable.
E. Off-Balance Sheet Arrangements
The Company has no off-balance sheet
arrangements.
74
F. Tabular
Disclosure of Contractual Obligations
The following table sets out
the Company’s contractual commitments as of the latest financial year ended
April 30, 2013:
|
Payments due by period
|
Contractual
Obligations
(1)
|
Less than 1 yr
|
2-5 yrs
|
More than 5 yrs
|
Total
|
Management
Agreement
(2)
|
$
280,214
|
$
576,572
|
$
-
|
$
856,786
|
Rent and lease
payments
|
111,802
|
481,746
|
530,090
|
1,123,638
|
Total
|
392,016
|
1,058,318
|
530,090
|
1,980,424
|
1)
|
No mineral property payments or
exploration expenditures are included in the above table as they are considered
option payments solely exercisable at the option of the Company.
|
2)
|
as amended December 1, 2008 and again on April 1,
2011, the Company entered into a five-year management agreement with a Company
controlled by a director and Chairman. Compensation is $20,833 per month for
the first year, with a 5% increase on each anniversary date plus benefits. The
Chairman and director is also entitled to receive up to 20% of the stock
options granted during the period that the agreement is in place. This
agreement is automatically renewable for two-year periods. The Company may
terminate the agreement at any time but will be responsible to pay the greater
of the remaining amount under the contract or two years’ compensation.
|
The Company has a management
agreement with CGR, a company owned by the Chief Executive Officer of the
Company, effective 1 April 2012.
The Company has a sub-lease
agreement with Next Gen and El Niño in which Next Gen and El Niño each pays 25%
of the total lease payments of the current office space at 650-555 West 12th
Avenue, Vancouver, B.C. V5Z 3X7.
Included in the long-term
prepaid expenses is a deposit related to the current office space of $170,000
(30 April 2012 - $Nil).
G. Safe Harbor
The Company seeks safe harbor for our forward-looking statements
contained in Items 5E and F. See the heading “Cautionary Note
Regarding Forward-Looking Statements” above.
75
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table states the name, province or state,
and country of residence of each of the directors and executive officers of the
Company, the positions and offices presently held by them and the period or
periods of time during which each has served as a director of the Company. The
directors named below were elected or re-elected by the Company’s shareholders
on September 7, 2012.
Name, Province and
Country of Residence
|
Age
|
Position in the Company
|
Period(s) as a Director of
the Company
|
Harry Barr
Vancouver,
BC
Canada
|
58
|
Director, Chairman and CEO
|
since 1996
|
Linda Holmes
(1)(2)
Summerland,
BC
Canada
|
63
|
Director
|
since September 2007
|
John Londry
(1) (2)
Stittsville,
ON
Canada
|
68
|
Director
|
since February 2009
|
Jordan Point
(1)(2)
Vancouver,
BC
Canada
|
50
|
Director
|
since September 2007
|
Michael Neumann
Kingston
,
ON
|
62
|
Director
|
since September 2012
|
William
Stone
Burlington,
ON
Canada
|
56
|
President and Chief Operating Officer
|
N/A
|
Robert Guanzon
Richmond,
BC
Canada
|
49
|
Chief Financial Officer
|
N/A
|
John Oness
Maple
Ridge, BC
Canada
|
66
|
Senior Vice President, Business and
Corporate Development
|
N/A
|
Coreena Hansen
Coquitlam, BC
Canada
|
39
|
Corporate Secretary
|
N/A
|
|
(1)
|
Denotes member of Audit
Committee.
|
|
(2)
|
Denotes member of Compensation Committee.
|
Business Experience, Function and Area of Experience
for the Past Five Years
Harry Barr –Chairman, CEO and
Director
Mr. Barr has been involved in the mining
industry for over 25 years and has an extensive background in business
management, corporate finance, and marketing.
Mr. Barr is currently CEO, Chairman and a Director of the Company. (President
from 1996 to September, 2011). CEO, Chairman, President and Director of Next
Gen Metals Inc. (September 2009 to present); Director, Chairman and CEO of El
Niño Ventures Inc. (from September 2009) and CEO, Chairman and Director of
Southern Sun Minerals Inc. (June 2011 to present) and a director of Copper Reef
Mining Corporation since June 3, 2011.
Mr. Barr previously served as President and Director
of Fire River Gold Corp. (1997 – 2011); CEO of Fire River Gold Corp. (2007 –
2011); Chairman & COO of CanAlaska Uranium Ltd. (2004- 2007); Director of
CanAlaska (1985-2007); Chairman of Freegold Ventures Limited (1999-2007);
Director of Freegold Ventures Limited (1985–2007); CEO of El Niño Ventures Inc.
(2003 – 2007); Chairman of El Niño Ventures Inc. (2006-2007); and Director of El
Niño Ventures Inc. (1999–2007).
76
Linda
Holmes – Director
Ms. Holmes has been a Canadian and US
securities compliance consultant to public companies, and companies desiring to
go public, since 1994, and has been involved in the mineral resource industry
for over 25 years.
Ms. Holmes is currently a director (since September
2007) of the Company, former director (November 2007-June 2012) of Fire River
Gold Corp., a director (since August 2009) of Next Gen Metals Inc.; and a
director of El Niño Ventures Inc. (since May 2010).
Ms. Holmes has been a director and/or officer of,
and/or consultant to, numerous public companies including: IGC Resources Inc.
(director: 2003 –2009, Corporate Secretary: 2000 –2009); Copper Mesa Mining
Corporation (formerly Ascendant Copper Corporation) (director: 2005 - 2007);
Corporate Secretary and manager of compliance: (2005 –2009).
John Londry – Director
Mr. Londry received his BSc and MSc degrees
in Geology from the University of Windsor. For over 35 years he has been
active in the mineral exploration and mining industry. Mr. Londry’s
considerable experience encompasses both grass roots and advanced stage
exploration projects throughout Canada, the United States and South America. He
has held senior positions with Camflo, Noranda Exploration, Hemlo Gold Mines
and Battle Mountain Gold. Mr. Londry served as Vice President of Exploration
(2004 – 2008) of Pacific North West Capital Corp. Mr. Londry has been a
director of Next Gen Metals Inc. since January 12, 2011.
Jordan
Point - Director
Mr. Point is the Executive Director of the
First Nations Fisheries Council of British Columbia, an organization that
acts at the intersection between the Federal department of Fisheries and
Oceans, and the 203 First Nations in British Columbia. He works closely with
the leads of the
Assembly of First Nations
, the
First Nations Summit
and the
Union of BC Indian Chiefs
(collectively known as the
Leadership Council
). Mr. Point is also a long-term elected
Councillor with the Musqueam Indian Band, serving his local community
since 1996, with portfolios as chair of the Finance Committee, Economic
Development Committee and the Gateway construction initiative.
Mr. Point also served as a public servant
for 15 years, and was a senior Program Manager with the Federal
Government in Fisheries and Oceans, focused on Aboriginal Affairs,
leading negotiations on annual allocations for salmon, and financial
contribution agreements with First Nation Bands with interim assignments
to the litigation case management unit and the treaty and Aboriginal Policy
Unit for the Pacific Region.
Michael Neumann – Director
Mr. Neumann
has been Proprietor of Neumann Engineering and Mining Services, Inc. since 1993
providing international engineering services focusing primarily on underground
hard rock engineering facets such as mine design, productivity improvements,
rock mechanics, second opinions, peer reviews and other types of studies. Mr.
Neumann is a graduate of Haileybury School of Mines and Michigan Technological
University (Mining Engineering Degree) a member of the Canadian Institute of
Mining, the International Society of Rock Mechanics and the Association of
Professional Engineers of Ontario. Concurrent with his current position, from
2003 to 2006, Mr. Neumann was Director and Chief Operating Officer of Silver
Eagle Mines Inc., (now Excellon Resources Inc.). Prior to this Mr. Neumann was
Co- Founder and Director of the Engineering Seismology Group Inc. based in
Kingston, Ontario. His early industry experience includes positions of Chief
Engineer at Campbell Red Lake Mines and Underground Superintendent at Barrick's
Holt McDermott Mine.
77
William Stone – President and Chief
Operating Officer
William Stone was appointed to
President and Chief Operating Officer of the Company in September, 2011. Dr.
Stone, M.Sc and Ph.D, Geology, has held senior positions with international and
Canadian mining and mineral exploration companies based in Vancouver and
Toronto and has more than twenty-five years of exploration experience,
including significant experience with platinum group metals (PGMs) and
nickel-copper sulphides and a wealth of technical and practical experience. He
served as Principal Geologist and Vice President of Exploration with several
Canadian and Australian listed firms, including positions with WMC Resources
Ltd. at Kambalda (Western Australia). Dr. Stone was also a Senior Lecturer in
Economic Geology and Geochemistry at the University of Western Australia in
Perth. Dr. Stone joined the Company from his most recent position as
Vice-President of Exploration, Canada, for Magma Metals Ltd. Previously he
served as Vice President of Exploration for North American Palladium Ltd.
Robert Guanzon –
Chief Financial Officer
Mr. Guanzon is currently the Chief
Financial Officer of the Company (2008 – present). Prior to his appointment,
Mr. Guanzon was the accountant for the Company (2007 – 2008). He was the
accountant of RG properties Ltd. (1999 – 2007). Mr. Guanzon is a Certified
Public Accountant, Philippines and currently pursuing his designation as Certified
Management Accountant, Canada. Mr. Guanzon is also currently Chief Financial
Officer of El Nino Ventures Inc. (2011 to present) and Next Gen Metals Inc.
(2013-present).
John Oness – Senior Vice President, Business
and Corporate Development
Mr. Oness has extensive experience and
education in all aspects of corporate management with strengths in strategic
planning, business development and investor relations for public companies. Mr.
Oness is a director and Chief Operating Officer (formerly acting Chief Financial
Officer) of El Nino Ventures Inc. (2010 – present) and Chief Operating Officer
(formerly Vice-President, Corporate Business Development), of Next Gen Metals
Inc. (2010 – present).
Mr. Oness has served as a
director, executive and consultant to public companies in the resource and
non-resource fields over a 20 year career. He is a current director of Southern
Sun Minerals Inc. (June 2011-present) and a former director of Alix Resources
Corp. (2007 – 2009), Sierra Geothermal Power Corp. (2004 – 2006) and Gatekeeper
Systems Inc.
Coreena Hansen – Corporate Secretary
Coreena Hansen was appointed to Corporate
Secretary of the Company in October, 2011. Ms.
Hansen has over ten years experience in corporate compliance and public company
management. She has significant expertise in the areas of corporate governance,
financing transactions and securities regulatory filings. She currently also holds
the position of Corporate Secretary for El Nino Ventures Inc. and Next Gen
Metals Inc. (2011 to present).
Family Relationships
There are no family relationships between the directors
and officers of the Company.
Other Relationships
Except as disclosed in Item 7B
–
Related Party Transactions
, there are no arrangements or
understandings between any major shareholder, customer, supplier or others,
pursuant to which any of the above-named persons were selected as directors or
members of senior management.
Conflicts of Interest
Other than as disclosed in
Item 3D(vii) –
Risk Factors, Conflicts of Interest
, there are no existing
or potential conflicts of interest among the Company, its directors, officers
or promoters.
78
B. Compensation
The table below sets forth the compensation
paid to or earned by the Company’s members of its
administrative, supervisory or management bodies during the fiscal year
ended April 30, 2013:
Name
|
Year
Ended
Apr
30
|
Salary
($)
|
Share-
based
awards
($)
|
Option-
based
awards
($)
|
Non-equity incentive
plan compensation
($)
|
Pension
value
($)
|
All Other
Compensation
($)
|
Total
Compensation
($)
|
Annual
Incentive
Plans
|
Long-term
Incentive
Plans
|
Harry Barr
(1)
CEO & Director
|
2013
|
250,000
|
Nil
|
12,990
|
Nil
|
Nil
|
Nil
|
38,876
|
301,866
|
William Stone
(2)
President & COO
|
2013
|
176,000
|
Nil
|
46,237
|
Nil
|
Nil
|
Nil
|
12,519
|
234,756
|
Robert Guanzon
CFO
|
2013
|
84,000
|
Nil
|
3,314
|
Nil
|
Nil
|
Nil
|
Nil
|
87,314
|
John Oness
Senior Vice President
Business & Corporate
Development
|
2013
|
Nil
|
Nil
|
7,953
|
Nil
|
Nil
|
Nil
|
Nil
|
7,953
|
Ali Hassanalizadeh
(3)
Vice President
Exploration
|
2013
|
109,338
|
Nil
|
3,424
|
Nil
|
Nil
|
Nil
|
Nil
|
112,762
|
Coreena Hansen
Corporate Secretary
|
2013
|
54,000
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
54,000
|
(1) Mr.
Barr’s salary is paid through Canadian Gravity Recovery Inc. (“CGR”), pursuant
to the terms of the management contract between the Company and CGR (as set
forth below under the heading “
Termination Benefits”
). Pursuant to the
terms of the management contract between the Company and CGR during the year
ended April 30, 2013, Mr. Barr received a benefit in the amount of $38,876; a benefit for the
use of a leased vehicle (of which approximately 40% of its use was for personal
use) of $10,201; $21,416 for disability/critical illness and life insurance,
and rent expensed of $7,259. Subsequent to the year end on May 1, 2013, Mr.
Barr agreed to a 50% reduction in salary to $10,417 per month until such time
the Company is in a more positive financial position.
(2)
Mr. Stone’s salary is paid pursuant to a contract with the Company, as set
forth below under the heading “
Termination Benefits
.” Effective
July 21, 2013, Dr. Stone’s Executive Management Agreement dated December 21,
2011 was terminated with notice by the Company and a new consulting agreement
will be entered into. Dr. Stone will spend approximately 50% of his time on
the Company’s business and continue as President and Chief Operating Officer of the
Company for a monthly fee of $12,500.00.
(3) Mr. Hassanalizadeh’s contract with
the Company was terminated June 21, 2013. His salary was paid pursuant to a
contract with the Company, as set forth below under the heading “
Termination
Benefits
.”
Directors who are not members of the
Company’s administrative, supervisory or management bodies are each entitled to
receive an annual retainer fee of $6,000, an
additional $500.00 per meeting for attending directors’ meetings, and may be
reimbursed for actual expenses reasonably incurred in connection with the
performance of their duties as directors.
Compensation paid to or earned by the
Company’s directors who were not members of its
administrative, supervisory or management bodies during the fiscal year
ended April 30, 2013 was as follows:
(1)
Dennis Hop
resigned as a director of the Company on September 6, 2012.
Stock Options Granted During the Fiscal
Year Ended April 30, 2013
No stock options were granted to the
Company’s directors and members of its
administrative, supervisory or management bodies during the fiscal year
ended April 30, 2013:
79
C. Board Practices
Term of Office
An election of directors takes place at
each annual meeting of shareholders and all the directors then in office retire
but, if qualified, are eligible for re-election. A director retains office only
until the election of his successor. The number of directors to be elected at
such meeting is the number of directors then in office, unless the directors or
the shareholders otherwise determine. The election is by ordinary resolution of
shareholders. If an election of directors is not held at the proper time, the
incumbent directors continue in office until their successors are elected. Our
last annual general meeting was held on September 6, 2012.
Our articles also permit the directors to add
additional directors to the board between annual general meetings
as long as the number appointed does not exceed one-third of the number
directors elected at the last
annual general meeting. Individuals appointed as directors to fill casual
vacancies created on the Board
or added as additional directors hold office like any other director until the
next annual general meeting
at which time they may be re-elected or replaced.
Our officers are appointed by the directors at a
meeting following each annual general meeting.
Termination Benefits
The Company does not have any other contracts
with a director or member of the Company’s administrative, supervisory or
management bodies which provides benefits upon termination of employment, other
than as set forth below:
Harry Barr
was appointed the President and CEO of the Company on
November 29, 1996. Mr. Barr resigned as the President of the Company
on September 7, 2011 and continues as the Company’s Chairman, CEO and a
director. Harry Barr is indirectly paid for his services as CEO and general
corporate and management consultant to the Company through Canadian Gravity Recovery
Inc. (“CGR”), which entered into a management agreement with the Company dated
December 1, 2005, as amended December 1, 2008, and April 1, 2011 (the
“Contract”), for a term of five years. Renewal of the Contract is automatic
for subsequent two-year periods if not otherwise terminated. Pursuant to the
terms of the Contract, CGR is paid an annual base fee of $250,000. Subsequent
to the year end on May 1, 2013, Mr. Barr agreed to a 50% reduction in salary to
$10,417 per month until such time the Company is in a more positive financial
position. CGR is entitled to receive additional bonuses, incentive fees, or
other compensation at the discretion of the Board. Mr. Barr spends
approximately 50% of his time on the Company’s business.
The base fee is reviewed every anniversary
date with an annual increase negotiated between the parties; however if the
parties cannot agree within 30 days to an amendment of the base fee, the base
fee is subject to an automatic increase by the Cost of Living Index for the
City of Vancouver, British Columbia, as published by the Canadian federal
government or by 5%, whichever is greater. In addition, the Company pays for
disability/critical illness insurance and life insurance for Mr. Barr, as well
as for the cost of a leased vehicle of up to $1,200 per month. All reasonable
expenses incurred by CGR on behalf of the Company will be reimbursed by the
Company.
The Company may terminate the agreement at
any time by paying to CGR the greater of (i) the aggregate remaining base fee
for the unexpired remainder of the term of the Contract; or (ii) two annual
base fees, each base fee multiplied by 24, plus one month of base fee for each
year, or portion thereof, served with the Company plus a buy-out of any
outstanding stock options at fair market value at the time of termination (the
“Termination Fee”). The Termination Fee will be doubled in the event Mr. Barr
is removed or not reappointed as an officer or Director of the Company without
the consent of CGR, there is a change of control of the Board or the Company
without the consent of CGR, or the agreement is terminated or repudiated by the
Company without due and proper cause or otherwise not in compliance with its
terms. The termination fee may be paid in whole or in part with common shares
of the Company, at the election of CGR. In the event Mr. Barr is unable to
provide adequate services to the Company as a result of disability or
otherwise, the Company will fund a disability plan through CGR for a period of
three years at 75% of the average base and incentive fees received for the two
years preceding the cessation of services.
80
William Stone
was appointed to President and Chief Operating
Officer of the Company on September 7, 2011. Dr. Stone is paid directly for
his services and spends approximately 60% of his time on the Company’s business.
Dr. Stone entered into a formal Executive Management Agreement (the
“Agreement”) with the Company on December 21, 2011. Pursuant to the terms of
this agreement, Dr. Stone is paid a base fee of $250,000.00 per year. Dr.
Stone is eligible to earn an annual performance bonus based on a target of
fifty percent (50%) of his base salary with payment to be made in the form of
50% cash and 50% performance shares. Performance criteria to be determined
annually by Stone, The Compensation Committee and the CEO based on a list of
milestones rated out of 100%. Each milestone accomplished will earn Dr. Stone
a set percentage of his performance bonus.
The Agreement may be terminated
by either party without cause by giving the other party three (3) months
written notice of termination. In the event that Dr. Stone provides notice,
the Company is not obligated to provide severance. If the Company gives notice
of termination during the first year, then Stone is entitled to an amount equal
to three (3) months’ base salary plus any and all leave and lieu days accrued
to the date of termination plus any and all health and insurance benefits for a
period of three (3) months from the last date of employment.. In year two:
four (4) month’s base salary plus any and all leave and in lieu days accrued to
the date of termination plus any and all health and insurance benefits for a
period of three (3) months from the last date of employment: In
year three: five (5) month’s base salary plus any and all leave and in
lieu days accrued to the date of termination plus any and all health and
insurance benefits for a period of three (3) months from the last date of
employment: and; in year four: six
(6) month’s base salary plus any and all leave and in lieu days accrued to the
date of termination plus any and all health and insurance benefits for a period
of three (3) months from the last date of employment.
In the event of termination without cause within one
(1) year of a change of control, Dr. Stone is entitled to payment of twelve
(12) months base salary plus a lump sum cash payment equal to the sum of the
value of all share option based awards plus annual leave accrued as well as all
other compensation payable to Dr. Stone. Effective July 21, 2013, Dr. Stone’s
Executive Management Agreement dated December 21, 2011 was terminated with
notice by the Company and a new consulting agreement will be entered
into. Dr. Stone will spend approximately 50% of his time on the Company’s
business and continue as President and Chief Operating Officer of the Company
for a monthly fee of $12,500.00.
Ali Hassanalizadeh
was promoted to Vice President,
Exploration of the Company in December, 2011. Mr. Hassanalizadeh is paid
directly for his services and spends approximately 60% of his time on the
Company’s business. Mr. Hassanalizadeh’s Executive Management Agreement was
entered into on March 30, 2012. The Agreement may be terminated by either
without cause by give the other party (1) month written notice of termination
of employment. In the event Mr. Hassanalizadeh provides notice, the Company is
not obligated to provide severance. If the Company gives notice of termination
then Hassanalizadeh is entitled to an amount equal to: (1 ½) months base
salary plus any and all leave accrued to the date of termination in lieu of
notice in the first year of employment: (2) two months base salary plus any
and all leave accrued to the date of termination in lieu of notice for the
second year of employment: and(3) three months base salary plus any all leave
accrued to the date of termination in lieu of notice for the third year of
employment. In the event of termination within one (1) year of a change of
control termination without cause, Mr. Hassanalizadeh is entitled to payment of
twelve (12) months base salary. Pursuant to the terms of this agreement, Mr.
Hassanalizadeh is paid a base fee of $140,000 per annum. Mr. Hassanalizadeh is
eligible to earn an annual performance bonus based on a target of (15%) fifteen
percent of his base salary. Performance criteria to be determined annually
between Hassanalizadeh and the President and COO. In addition, 150,000
performance shares are allocated to Hassanalizadeh at $0.01. The performance
shares will vest over a period of five years at a rate of up to 30,000 shares
each year. The amount of performance shares vested each year may be subject to
adjustment based on an evaluation of performance by the President, CEO and
Compensation Committee who will determine the level of achievement attained by
Hassanalizadeh in meeting established milestones based on a list of milestones
rated out of 100%. Each milestone accomplished will earn Hassanalizadeh a set
percentage of his performance bonus. Mr. Hassanalizadeh’s agreement was
terminated with notice by the Company subsequent to the year end on June 21,
2013. He remains in an advisory capacity to the Company.
81
Committees
Audit Committee
The Company’s Audit Committee must be comprised
of at least three directors, who are not employees, control persons or members
of the management of the Company or any of its associates or
affiliates. As of the date of this report, the following directors
are members of the Audit Committee: Jordan Point, Chairman of the Audit
Committee, Linda Holmes and John Londry.
The Board of Directors of the
Company, after each annual shareholder’s meeting must appoint or re-appoint an
audit committee.
The Audit Committee:
- assists the Board in fulfilling its
responsibilities for oversight of financial and accounting matters;
- recommends the auditors to be nominated and
reviews the compensation of the auditors;
- is directly responsible for overseeing the work
of the external auditors and pre-approves non-audit services;
- reviews the Company’s financial statements and
related management’s discussion and analysis of financial and operating
results; and
- establishes procedures for the receipt, retention
and treatment of complaints regarding accounting, internal accounting controls
or auditing matters.
The Audit Committee’s mandate requires that
all of the members be financially literate and at least one member have
accounting or related financial management expertise.
The mandate of the Committee empowers it to
retain legal, accounting and other advisors.
Compensation Committee
As at April 30, 2013, the Compensation Committee was
comprised of three directors: Linda
Holmes, Chairman of the Compensation Committee, Jordan Point and John Londry.
The majority of the Compensation Committees is to be comprised of a majority of
directors, who are not employees, control persons or members of the management
of the Company or any of its associates or affiliates
The primary purpose of the Compensation
Committee is to:
- recommend levels of executive
compensation that are competitive in
order to attract, motivate and retain highly skilled and experienced executive
officers;
- provide fair and competitive compensation;
- align the interest of management with those of shareholders
and to reward corporate and individual performance;
- review executive compensation disclosure in
public disclosure documents
The
Compensation Committee does not have a formal compensation program with set
benchmarks; however, the Compensation Committee does have an informal program
which seeks to reward an executive officer’s current and future expected
performance and the achievements of corporate milestones and align the
interests of executive officers with the interests of the Company’s shareholders.
The Compensation Committee, when determining cash
compensation to the executive officers, it takes into consideration the
extensive experience in the mining industry, responsibilities and duties as executive
officers, as well as personal risks and contributions to the Company’s
success. The executive officers receive a base cash compensation that the
Company feels is in line with that paid by similar companies in North America;
however no formal survey has been completed by the Compensation Committee or
the Board in making such a determination.
82
D. Employees
During the fiscal year ended April 30, 2013, the
Company had 10 full-time employees, located in the Vancouver, British Columbia,
Canada offices of the Company, involved in accounting, administration, IT, and investor
relations. Other services are carried out by consultants.
We do not currently have a collective bargaining
arrangement with any labour union or association.
E.
Share Ownership
The following table sets forth
the share ownership of those individuals in Item 6.A,
Directors and Senior
Management
, above and indicates the percentage of ownership for each based
on the 104,047,214 common shares outstanding of the Company as at July 15, 2013.
The voting rights attached to the common shares owned by our directors,
officers and senior management do not differ from those voting rights attached
to shares owned by people who are not directors, officers or senior management
of the Company.
83
|
Stock Options
|
|
|
|
|
Name & Title
|
Number
of
securities
underlying
unexercised
options
(#)
|
Option
exercise
price
($)
|
Option
expiration
date
|
Number
of
securities
underlying
unexercised
warrants
|
Common
Shares
Beneficially
Owned
|
Total
number
of securities and
common shares
underlying
unexercised
Stock Options
and unexercised
warrants
|
Percentage
of Issued
and Outstanding
Common
Shares
|
Harry Barr
CEO & Director
|
260,000
(1)
490,000
(2)
340,000
(3)
190,000
(4
)
|
0.25
0.30
0.25
0.25
|
May 18/17
Feb 24/16
Nov 5/14
Apr 22/14
|
Nil
|
4,282,913
(5)
|
5,562,913
|
5.35%
|
William Stone
President &
COO
|
600,000
|
0.27
|
Sept 7/16
|
Nil
|
Nil
|
600,000
|
0.58%
|
Robert Guanzon
CFO
|
125,000
75,000
|
0.30
0.25
|
Feb 24/16
Apr 22/14
|
Nil
|
35,291
|
235,291
|
0.23%
|
John Oness
Senior Vice President,
Business
& Corporate
Development
|
300,000
300,000
|
0.30
0.25
|
Feb 24/16
Feb 1/16
|
Nil
|
366,666
|
966,666
|
0.99%
|
Ali
(6)
Vice President,
Exploration
|
80,000
100,000
100,000
|
0.30
0.25
0.50
|
Feb 24/16
Jan 5/15
Jan 5/15
|
Nil
|
13,334
|
293,334
|
0.28%
|
Coreena Hansen
Corporate
Secretary
|
Nil
|
N/A
|
N/A
|
Nil
|
Nil
|
N/A
|
N/A
|
Linda Holmes
Director
|
100,000
125,000
80,000
|
0.25
0.30
0.25
|
Oct 11/17
Feb 24/16
Apr 22/14
|
Nil
|
28,334
|
333,334
|
0.32%
|
Dennis Hop
(7)
Director
|
100,000
100,000
80,000
|
0.25
0.30
0.25
|
Oct 29/17
Feb 24/16
Apr 22/14
|
Nil
|
640,000
|
920,000
|
0.88%
|
John Londry
Director
|
40,000
100,000
75,000
35,000
|
0.25
0.30
0.25
0.25
|
May 18/17
Feb 24/16
Nov 5/14
Apr 22/14
|
Nil
|
15,714
|
265,714
|
0.26%
|
Jordan Point
Director
|
100,000
100,000
80,000
|
0.25
0.30
0.25
|
Oct 11/17
Feb 24/16
Apr 22/14
|
Nil
|
10,000
|
290,000
|
0.28%
|
Michael Neumann
Director
|
Nil
|
N/A
|
N/A
|
Nil
|
Nil
|
N/A
|
N/A
|
TOTAL
|
4,075,000
|
|
|
Nil
|
5,392,252
|
9,467,252
|
9.10%
|
(1)
|
Of this total 100,000 options are held by Mr.
Barr; 80,000 are held by The Public Company Coach Inc and 80,000 are held by Canadian Gravity Recovery Inc. (“CGR”), both private companies wholly-owned by Mr. Barr.
|
(3)
|
Of this total 170,000 options are held by Mr.
Barr and 170,000 are held by CGR.
|
(4)
|
These options are held by 293020 BC Ltd., a private company
wholly-owned by Mr. Barr.
|
(5)
|
Of this total, 2,005,813 common
shares are held directly by Mr. Barr; 1,462,000 are held by 293020 BC Ltd.;
97,000 are held by 607767 BC Ltd., a private company wholly-owned by Mr. Barr;
718,100 are held by CGR.
|
(6)
|
Former Vice President, Exploration
to June 21, 2013.
|
(7)
|
Former Director to September 6,
2012. Mr. Hop’s stock options were cancelled effective December 6, 2012.
|
84
The
stock options granted to directors have been granted at an exercise price at
least equal to or greater than the closing price of the Company’s common shares
on the TSX as at the date of grant. Options are typically granted for a period
of five years and have a vesting period as determined by the Board.
As at July 15, 2013, our directors, officers and
senior management held, as a group, directly or indirectly, an aggregate of 5,392,252
common shares; 3,520,666 options exercisable within 60 days and no warrants
exercisable within 60 days.
Stock Option Grants
The stock option grants to directors,
officers, other employees and consultants are
determined by an assessment of the individual’s current and expected future
performance, level of responsibilities, importance of the position held,
contribution to the Company and previous option grants and exercise prices
including:
- the remuneration paid to the individual as at the
grant date in relation to the total remuneration payable by the Company to all
of its directors, officers, employees and consultants as at the grant date;
- the length of time that each individual has been
employed or engaged by the Company; and
- the quality of work performed by such director,
officer, employee or consultant.
The fair value of stock options is
estimated on the date of grant using the Black-Scholes pricing model. The
following assumptions were used in the fair value calculation for options
granted and/or vested during the year ended April 30, 2013:
Risk-free interest rate
|
-%
|
Options expected life
|
0 years
|
Expected volatility
|
-%
|
Expected dividend yield
|
Nil
|
Description of Existing Incentive and Stock Compensation Plans
The Company has three existing incentive
and stock compensation plans the 2004
Plan, the 2005 Plan and a Performance Share Plan (all as defined below), all of
which have been previously approved by the shareholders of the Company and by
the TSX. These plans are detailed below and are maintained separate and apart
from each other.
|
(a) Following
is a summary of the substantive terms of the 2004 Stock Option Plan:
|
|
The Company’s 2004
stock option plan, as amended August 23, 2004 (the “
2004 Plan
”) provides
that the aggregate number of shares of the Company that may be issued shall not
exceed 6,324,200 shares. As at April 30, 2013, there are 1,180,366 stock
options outstanding under the 2004 Plan which represents 1.13% of the Company’s
104,047,214 issued and outstanding shares. All allowable options have been
granted under the 2004 Plan. The 2004 Plan shall remain in effect only until
all outstanding options have been exercised, cancelled or have expired.
|
|
If a participant
ceases to be a director, officer, consultant or employee of the Company or
ceases to be employed by the Company (other than by reason of disability, death
or termination for cause), as the case may be, then the option granted shall
expire on no later than the 90
th
day following the date that the
option holder ceases to be a director, officer, consultant, or employee or
ceases to be employed by the Company, subject to terms and conditions set out
in the 2004 Plan. In the event of death of a participant, the option previously
granted to him/her shall be exercisable only within the twelve months next
succeeding such death.
|
|
(b) Following
is a summary of the substantive terms of the 2005 Plan:
|
|
The Company’s 2005 Stock Option and
Incentive Plan dated August 24, 2005 (the “
2005
Plan
”) provides
that the aggregate number of shares of the Company that may be issued under the
2005 Plan shall not exceed 10% of the
issued and outstanding capital of the Company, as such may be from
time-to-time. As at April 30, 2013, of
the 10,404,721 options allowable for grant under the 2005 Plan, options to
purchase up to 4,237,634 common shares have been granted, representing 4% of
the Company’s issued and outstanding shares.
|
85
|
Details of this plan are indicated below:
|
|
1.
|
The 2005 Plan is
administered by the Board or by a committee appointed by the Board in
accordance with terms of the 2005 Plan.
|
|
2.
|
The 2005 Plan shall terminate at 4:00 PM of the next
business day following March 31, 2015 (the “
Termination Date
”). No
incentive under the 2005 Plan may be granted after the Termination Date, but
the terms of an incentive agreement may extend beyond the Termination Date in
accordance with the terms of the agreement but that no agreement may provide
for a period in excess of ten years.
|
|
3.
|
Subject to the provisions
of the 2005 Plan, the Board shall have the authority in its discretion to: (i) to grant Incentive
Awards (as such term is defined under the 2005 Plan) to Participants (as such
term is defined under the 2005 Plan); (ii) to determine, upon review of
relevant information and in accordance with Section 2.16 of the 2005 Plan, the
Fair Market Value (
as such term is defined under the 2005 Plan
) of the
shares of the Company; (iii) to determine the exercise price per share of
Incentive Awards (as such term is defined under the 2005 Plan) to be granted;
(iv) to determine the number of common shares to be represented by each
Incentive Award; (v) to determine the Participants to whom, and the time or
times at which Incentive Awards shall be granted; (vi) to determine Management
objectives; (vii) to interpret the 2005 Plan; (viii) to prescribe, amend and
rescind rules and regulations relating to the 2005 Plan; (ix) to determine the
terms and provisions of each Incentive Award granted (which need not be identical);
(x) with the consent of the grantee thereof, to modify or amend Incentive
Awards; (xi) to accelerate or defer (with the consent of the grantee) the
exercise date of any Incentive Award; (xii) to authorize any person to execute
on behalf of the Company any instrument required to effectuate the grant of an
Incentive Award; (xiii) to accept or reject the election as to method of
payment made by a grantee pursuant to Section 7.5 of the 2005 Plan; (xiv) to
permit other Incentives to employ payment elections, such as net exercise, of
Section 7.5 of the 2005 Plan; (xv) to create and implement new and innovative
Incentives acceptable under law and policy and grant the same to eligible
Participants and (xvi) to take all other acts and make all other determinations
deemed necessary or advisable by the Board for the administration of the 2005
Plan.
|
|
4.
|
No individual may receive incentive grants exceeding
5% of issued and outstanding capital of the Company, unless specifically
authorized by the Board and permitted by applicable laws and exchange policies.
|
|
5.
|
Unless otherwise
provided in the option agreement, the term of each option shall be five (5)
years from the date of grant.
|
|
6.
|
Payment for shares shall be paid by cash, in the form
of currency or cheque or other cash equivalent acceptable to the Company,
non-forfeitable, unrestricted or restricted common shares, which are already
owed by the optionee and have an aggregate market reference value at the time
of exercise that is equal to the option price or any other legal consideration
that the Board may deem appropriate, including without limitation any form of
consideration authorized pursuant to Section 7 of the 2005 Plan.
|
|
7.
|
The Board in its sole
discretion may permit a cashless exercise of the option. In the event of a
cashless exercise of the option, the Company shall issue the option holder the
number of shares determined as follows:
|
X = Y (A-B) / A
|
X = the number of shares to
be issued to the option holder.
Y = the
number of shares with respect to which the option is being exercised.
A = the
market price of the common stock prior to the date of exercise.
B = the exercise price
|
86
|
8.
|
The 2005 Plan may be amended by the Board at any
time, without shareholder approval subject to the following amendments
requiring shareholder approval, as required by law or TSX policies: an
increase in the fixed percentage of shares subject to the 2005 Plan; and any
change in the definition of Participant.
|
|
9.
|
The Board may make amendments such as repricing
and extending non-insider options. If required by TSX policy to which the
Company is subject, repricing or extension of Incentive Awards to insiders
shall require shareholder approval.
|
|
10.
|
Subject to applicable laws and TSX policies, the
Board may, in its discretion, assist any Participant in the exercise of awards
under the 2005 Plan by authorizing the Company to provide a loan to the
Participant (not to exceed the exercise price plus tax liability incurred in
connection therewith), permitting the Participant to pay the exercise price in instalments,
authorizing the Company to guarantee a loan obtained by the Participant from a
third party, or granting a cash bonus to the Participant to enable the
Participant to pay tax obligations arising from an award. Any such loans may
be forgiven by the Company at the discretion of the Board.
|
(c)
|
Previously
Approved Performance Shares
|
|
In 2003 and
2004, the shareholders approved the issuance of an aggregate of 2,697,990
nominal value performance shares (1,116,940
in 2003; 1,581,050 in 2004). These performance shares are separate from any
performance shares that may be issued under the 2005 Plan.
|
|
As
at April 30, 2012, 850,000 of these performance shares have been issued and 750,000
performance shares that have been allotted are outstanding. As at July 18, 2012,
the 2,697,990 performance shares represent 2.59% of the Company’s issued and
outstanding shares.
|
|
These performance
shares have been and shall be issued at the discretion of the Board to such
arm’s length parties as the Board considers desirable to attract to the Company
due to their particular expertise, management experience, operations
experience, financial capacity, industry profile or other such
characteristics. Vesting provisions have been and may be imposed at the
discretion of the Board at the date of issuance. The value of the performance
shares shall be determined by the Board in its sole discretion at the date of
issuance. The total number of performance shares granted to any one individual
may not exceed 5% of the Company’s issued and outstanding shares at the date of
issuance.
|
87
ITEM 7. MAJOR SHAREHOLDERS
A. Major
Shareholders
Based upon the Company’s review of the
records maintained by Computershare Investor Services and insider reports filed
with the
System for Electronic Disclosure by Insiders
(SEDI), as at July
15, 2013, the following shareholders beneficially owned, directly or
indirectly, or exercised control or direction over, shares carrying more than
5% of the voting rights attached to all outstanding common shares of the
Company:
Shareholder Name And Address
|
Number Of Shares Held
|
Percentage Of Issued Shares
|
CDS &
Company
25 The Esplanade
Toronto, Ontario, M5E 1W5
Canada
|
86,189,521
(1)
|
82.84%
|
Kaymin Resources
Limited
(2)
2th Floor, 55 Marshall Street,
Johannesburg
2001
South Africa
|
8,117,161
|
7.80%
|
Stillwater
Mining Company
1321 Discovery Drive
Billings, Montana 59102
USA
|
5,750,692
|
5.53%
|
(1)
|
CDS & Co. is a depository, the Company
has no knowledge as to the beneficial ownership of these shares.
|
(2)
|
Kaymin Resources Ltd. is a wholly-owned
subsidiary of Anglo Platinum Limited of South Africa.
|
As of July 15, 2013,
Computershare Trust Company of Canada, our registrar and transfer agent,
reported that we had 104,047,214 common shares issued and outstanding. Of those
common shares, 88,433,428 common shares were registered to Canadian residents (51
shareholders); 7,384,625 common shares were registered to residents of the
United States (17 shareholders); and 8,229,161 common shares were registered to
residents of other foreign countries (4 shareholders).
To the best of our knowledge,
we are not directly or indirectly owned or controlled by another corporation,
by any foreign government or by any other natural or legal person.
There are no arrangements known
to us, the operation of which may at a subsequent date result in a
change in the control of our company.
The major shareholders do not have
different voting rights from all shareholders.
B. Related Party Transactions
Other than as disclosed below
or elsewhere in this annual report, to the best of our knowledge, there have
been no material transactions or loans from the commencement of our 2013 fiscal
year to the date of this annual report between our company and: (a) enterprises
that directly or indirectly through one or more intermediaries, control or are
controlled by, or are under common control with, the Company;
(b) associates; (c) individuals owning, directly or indirectly, an
interest in the voting power of the Company that gives them significant
influence over the Company, and close members of any such individual's family;
(d) key management personnel of the Company, including directors and senior
management of the Company and close members of such individuals' families; and
(e) enterprises in which a substantial interest in the voting power is owned,
directly or indirectly, by any person described in (c) or (d) or over which
such a person is able to exercise significant influence.
The Company's Board consists of Harry Barr,
John Londry, Linda Holmes, Jordan Point and Michael Neumann. Harry Barr is the
Chairman and Chief Executive Officer of the Company, William Stone is the
President and Chief Operating Officer, Robert Guanzon is the Chief Financial
Officer, John Oness is the Senior Vice President, Business and Corporate
Development, and Coreena Hansen is the Corporate Secretary.
88
The Company paid or accrued amounts to
related parties as follows:
|
2013
|
2012
|
2011
|
Management
fees paid to a company controlled by Mr. Harry Barr
(1)
|
249,996
|
428,694
|
200,071
|
Consulting
fees paid to a company controlled by Mr. John Londry
(2)
|
-
|
6,600
|
18,658
|
Consulting
fees paid to Ms. Linda Holmes
(3)
|
-
|
36,628
|
47,000
|
Consulting
fees paid to a company controlled by Mr. John Oness
(4)
|
105,000
|
63,000
|
72,500
|
Consulting
fees and salaries paid to Mr. Ali Hassanalizadeh
(5)
|
109,338
|
102,534
|
59,268
|
Director fees
paid/accrued to Ms. Linda Holmes
(6)
|
7,000
|
3,000
|
-
|
Director fees
paid/accrued to Mr. Denny Hop
(7)
|
2,500
|
8,500
|
7,000
|
Director fees
paid/accrued to Mr. John Londry
(6)
|
7,000
|
8,500
|
8,500
|
Director fees
paid/accrued to Mr. Jordan Point
(6)
|
7,000
|
9,000
|
8,000
|
Director fees
paid/accrued to Mr. Michael Neumann
(6)
|
3,500
|
-
|
-
|
NOTES:
(1)
|
Director
and CEO of the Company
|
(2)
|
Former Vice President of Exploration
|
(3)
|
Former Corporate Secretary of the Company
|
(4)
|
Vice
President of Corporate & Business Development
|
(5)
|
Former
Vice President of Exploration
|
(6)
|
Director
of the Company
|
(7)
|
Former
Director of the Company
|
These transactions, occurring in the normal course of operations, are
measured at the exchange amount which is the amount of consideration
established and agreed to by the related parties.
C. Interests of Experts and Counsel
This Form 20F is being filed
as an annual report under the Exchange Act and, as such, there is no requirement
to provide any information under this section.
ITEM 10. ADDITIONAL
INFORMATION
A. Share Capital
This Form 20F is being filed as an annual
report under the Exchange Act and as such, there is no requirement to provide
any information under this section.
B. Memorandum and
Articles of Association
Articles
The Company’s
Articles of Association and Memorandum are registered with the British Columbia
Registrar of Companies under corporation number C0699625. A copy of these
Articles of Association and Memorandum were filed as an exhibit with the
Company’s initial registration statement on Form 20‑F.
The Company was incorporated pursuant to
the provisions of the
Business Corporations Act
(Alberta) on May 29,
1996. The Company amended its Articles by certificate of amendment dated
October 22, 1997 to remove the private company restrictions. On July 13, 2004
the Company continued out of the Province of Alberta into the Province of
British Columbia, and amended its Articles, pursuant to the
Business
Corporations Act
(British Columbia) (“
BCBCA
”).
Objects and Purposes
Under the BCBCA we are permitted to conduct
any lawful business that we are not restricted from conducting by our Articles,
which does not contain any restriction on the business the Company may conduct.
Director’s Powers to Vote on a Proposal,
Arrangement or Contract in which the Director is Materially Interested
The BCBCA requires that every director who
is a party to, or who is a director or officers of, or has a material interest
in, any person who is a party to, a material contract or transaction or a
proposed material contract or transaction with the Company, must disclose in
writing to the Company or request to have entered into the minutes of the
meetings of directors, the nature and extent of his or her interest and must
refrain from voting on the matter; however, the BCBCA states that:
1.
|
A director or senior
officer of the Company does not hold a disclosable interest in a contract or
transaction if:
|
|
(a)
|
the situation that would otherwise constitute a
disclosable interest arose before the coming into force of the BCBCA, or the interest
was disclosed and approved under, or was not required to be disclosed under
legislation that applied to the Company before the coming into effect of the
BCBCA;
|
|
(b)
|
both the Company and the other
party to the contract or transaction are wholly-owned subsidiaries of the same
corporation;
|
|
(c)
|
the Company is a wholly-owned
subsidiary of the other party to the contract or transaction;
|
|
(d)
|
the other party to the contract or transaction is a
wholly-owned subsidiary of the Company; or
|
|
(e)
|
the director or senior officer
is the sole shareholder of the Company or of a corporation of which the Company
is a wholly-owned subsidiary; and
|
2.
|
a director or
senior officer of a company does not hold a disclosable interest in a contract
or transaction merely because:
|
|
(a)
|
the contract or transaction is
an arrangement by way of security granted by the Company for money loaned to,
or obligations undertaken by, the director or senior officer, or a person in
whom the director or senior officer has a material interest, for the benefit of
the company or an affiliate of the company,
|
93
|
(b)
|
the contract or transaction relates
to an indemnity or insurance,
|
|
(c)
|
the contract or transaction
relates to the remuneration of the director or senior officer in that person's
capacity as director, officer, employee or agent of the company or of an
affiliate of the company,
|
|
(d)
|
the contract or transaction
relates to a loan to the company, and the director or senior officer, or a
person in whom the director or senior officer has a material interest, is or is
to be a guarantor of some or all of the loan, or
|
|
(e)
|
the contract or transaction has
been or will be made with or for the benefit of a corporation that is
affiliated with the Company and the director or senior officer is also a director
or senior officer of that corporation or an affiliate of that corporation.
|
Director’s Power, in the Absence of an
Independent Quorum, to Vote Compensation to Themselves or any Members of their
Body
The compensation of the directors is
decided by the directors unless the Board of Directors requests approval of the
compensation from the shareholders. If the issuance of compensation to the
directors is decided by the directors, a quorum is the majority of the
directors in office.
Indemnification of
Directors
Under 15.1 of the Company’s
Articles, the directors must cause the Company to indemnify its directors and
former directors, and their respective heirs and personal or other legal
representatives to the greatest extent permitted by the BCBCA. Under the BCBCA, the Company will be
prohibited from paying an indemnity if:
(a)
|
the party did not act honestly and in
good faith with a view to the best interests of the Company;
|
(b)
|
the proceeding was not a civil
proceeding and the party did not have reasonable grounds for believing that his
or her conduct was lawful; and
|
(c)
|
the proceeding is brought against the
party by the Company or an associated corporation.
|
Borrowing Powers of Directors
Under 6.1 of the Company’s Articles, the
directors may from time to time on behalf of the Company:
(a)
|
borrow money in the manner and amount,
on the security, from the sources and on the terms and conditions that they
consider appropriate,
|
(b)
|
issued bonds, debentures and other
debt obligations either outright or as security for any liability of obligation
of the Company or any other person,
|
(c)
|
guarantee the repayment of money by
any other person or the performance of any obligation of any other person, and
|
(d)
|
mortgage or charge, whether by way of
specific or floating charge, or give other security on the whole or any part of
the present and future undertaking of the Company.
|
The borrowing powers may be varied by
amendment to the Articles of the Company which requires approval of the
shareholders of the Company by special resolution.
Retirement or
Non-Retirement of Directors
There are no such provisions
applicable to the Company under the Notice of Articles, Articles or the BCBCA
nor does the Board have any mandatory retirement policy for directors.
Directors’ Share Ownership
A director of the Company is not required
to hold any common shares in the capital of the Company as qualification for
his/her office.
94
Rights, Preferences and Restrictions for
each Class of Shares
Dividends
The Company’s Articles provide that holders
of our common shares are entitled to receive such dividends as may be declared
from time to time by the Board, in its discretion, out of funds legally
available for that purpose. The Company has not, since the date of its
incorporation, declared or paid any dividends on its common shares and does not
currently intend to pay dividends. Any dividend declared by the directors may
be made payable on such date as is fixed by the directors.
Rights
The Company has only one class of shares,
common shares without par value. All of the common shares of the Company rank
equally as to voting rights, participation in a distribution of the assets of
the Company on a liquidation, dissolution or winding-up of the Company and the
entitlement to dividends. The holders of the common shares are
entitled to receive notice of all shareholder meetings and to attend and vote
at such meetings. Each common share carries with it the right to one
vote. The common shares do not have preemptive or conversion rights. In
addition, there are no sinking fund or redemption provisions applicable to the
common shares or any provisions discriminating against any existing or
prospective holders of such securities as a result of a shareholder owning a
substantial number of shares.
Directors do not currently
stand for reelection at staggered intervals.
If there were profits realized
by the Company, there is no right held by shareholders to share in the
Company’s profits. There are no rights held by shareholders to share in any
surplus in the event of liquidation; nor are they any redemption provisions,
sinking fund provisions, liability to further capital calls by the Company or
any provision discriminating against any existing or prospective holder of the
Company’s securities as a result of such shareholder owing a substantial number
of shares.
Changes to Rights
Under the BCBCA, the rights of shareholders may be
changed only by the shareholders passing a special resolution approved by 2/3
of the votes cast at a special meeting of shareholders, the notice of which is
accompanied by an information circular describing the proposed action and its
effect on the shareholders.
Annual and General Meetings
The Board of Directors must call an annual general
meeting once in each calendar year and not later than 15 months after the last
such meeting. The Board may call an extraordinary general meeting at any time.
Notice of such meetings must be accompanied by an information circular
describing the proposed business to be dealt with and making disclosures as
prescribed by statute. Admission to such meetings is open to registered
shareholders and their duly appointed proxies. Others may be admitted subject
to the pleasure of the meeting.
No advance notice will be required to be
published at a meeting where directors are to be elected. The
Company must give shareholders not less than 21 days notice of any general
meeting of the shareholders.
The Directors may fix in
advance a date, which is no fewer than 35 days or no more than 60 days prior to
the date of the meeting. All the holders of common shares as at that
date are entitled to attend and vote at a general meeting.
A quorum for a meeting of
shareholders of the Company is two persons who are, or who represent by proxy,
shareholders who, in the aggregate, hold at least 1/20 (5%) of the issued
shares entitled to be voted at the meeting.
The Company’s Notice of Articles and Articles contain
no limitations on the rights of non-resident or foreign shareholders to hold or
exercise rights on our shares. Except for the
Investment Canada Act
,
which requires certain transactions to be approved by the Minister of Industry
and/or the Minister of Canadian Heritage as being of net benefit to Canada
before they may proceed, there is no limitation at law upon the right of a
non-resident to hold shares in a Canadian company.
95
There are no provisions in the Company’s Notice of
Articles and Articles that would have an effect of delaying, deferring or
preventing a change in control and that would operate only with respect to a
merger, acquisition or corporate restructuring involving the Company or any of
its subsidiaries.
There is no provision in the Company’s Notice of
Articles and Articles setting a threshold or requiring or governing disclosure
of shareholder ownership above any level. Securities Acts, regulations and the
policies and rules thereunder in the Provinces of British Columbia, Alberta and
Ontario, where the Company is a reporting company, require any person holding
or having beneficial ownership or control or direction of more than 10% of the
Company’s issued shares to file insider and other reports disclosing such
shareholdings.
C. Material Contracts
During the two years immediately preceding
publication of this document, the Company entered into material contracts,
other than contracts entered into in the ordinary course of business, as
follows:
1.
|
Mineral
Interest Assignment Agreement dated December 13, 2010 between Kaymin, Anglo
Platinum and the Company, assigning Kaymin’s and Anglo Platinum’s 50% interest
in the River Valley property to the Company Platinum’s, thus giving 100%
ownership to the Company.
|
2.
|
Amendment dated April
6, 2011 to the Mineral Interest Assignment Agreement dated December 13, 2010
(“Assignment Agreement”), between Kaymin, Anglo Platinum and the Company. Under the terms of the Assignment Agreement, Kaymin
exchanged its 50% interest in the JV, for a 12% interest in PFN, based on the
issued and outstanding common shares of PFN as of November 30, 2010 (67,643,008
common shares). The aggregate purchase price for the 50% interest in the River
Valley PGM project was:
|
|
a.
|
8,117,161 fully paid
and non-assessable common shares of PFN (issued); and
|
|
b.
|
three-year warrants exercisable
to purchase 3,000,000 common shares of PFN at a price of $0.30 per common
share.
|
3.
|
Letter Agreement dated August 8, 2011
between Pacific North West Capital Corp. and Next Gen Metals Inc. for the
purchase and sale of the option to acquire a 60% interest in the Destiny Gold
Project, Val D’or, Quebec.
|
D. Exchange
Controls
There is no law or governmental decree or
regulation in Canada that restricts the export or import of capital, or affects
the remittance of dividends, interest or other payments to a non-resident
holder of common shares, other than withholding tax requirements.
There is no limitation imposed by Canadian
law or by the constituent documents of the Company on the right of a
non-resident to hold or vote common shares, other than are provided in the
Investment Canada Act (Canada). The following summarizes the material features
of the Investment Canada Act (Canada).
The Investment Canada Act (Canada) requires
certain "non-Canadian" individuals, governments, corporations or
other entities who wish to acquire a "Canadian business" (as defined
in the Investment Canada Act), or establish a "new Canadian business"
(as defined in the Investment Canada Act) to file either a notification or an
application for review with a governmental agency known as "Investment
Canada". The Investment Canada Act requires that certain acquisitions of
control by a Canadian business by a "non-Canadian" must be reviewed
and approved by the Minister responsible for the Investment Canada Act on the
basis that the Minister is satisfied that the acquisition is "likely to be
of net benefit to Canada", having regard to criteria set forth in the
Investment Canada Act. Only acquisitions of control are reviewable under the
Investment Canada Act; however, the Investment Canada Act provides detailed
rules for the determination of whether control has been acquired and, pursuant
to those rules, the acquisition of one-third or more of the voting shares of a
corporation may, in some circumstances, be considered to constitute an
acquisition of control. Certain reviewable acquisitions of control may not be
implemented before being approved by the Minister; if the Minister does not
ultimately approve a reviewable acquisition which has been completed, the
acquired Canadian business be divested. Failure to comply with the review
provisions of the Investment Canada Act could result in, among other things, an
injunction or a court order directing disposition of assets or shares.
96
E. Taxation
Material United States
Federal Income Tax Consequences
The following is a general discussion of
certain possible United States federal income tax consequences, under current
law, generally applicable to a U.S. Holder (as hereinafter defined) of common
shares of the Company. This discussion does not address all potentially
relevant federal income tax matters and it does not address consequences
peculiar to persons subject to special provisions of federal income tax law,
such as those described below as excluded from the definition of a U.S. Holder.
In addition, this discussion does not cover any state, local or foreign tax
consequences. (See “Canadian Federal Income Tax Consequences” below).
The following discussion is based upon the
sections of the Internal Revenue Code of 1986, as amended (the “Code”),
Treasury Regulations, published Internal Revenue Service (“IRS”) rulings,
published administrative positions of the IRS and court decisions that are
currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis, at any time and which are subject to
differing interpretations. This discussion does not consider the potential
effects, both adverse and beneficial, of any recently proposed legislation,
which, if enacted, could be applied, possibly on a retroactive basis, at any
time. This discussion is for general information only and it is not intended to
be, nor should it be construed to be, legal or tax advice to any holder or
prospective holder of common shares of the Company and no opinion or
representation with respect to United States federal income tax consequences to
any such holder or prospective holder is made. Accordingly, holders and
prospective holders of common shares of the Company should consult their own
tax advisors about the federal, state, local, and foreign tax consequences of
purchasing, owning and disposing of common shares of the Company.
U.S. Holders
As used herein, a “U.S. Holder” means a
holder of common shares of the Company who is a citizen or individual resident
of the United States, a corporation or partnership created or organized in or
under the laws of the United Sates or of any political subdivision thereof, an
estate whose income is taxable in the United States irrespective of source or a
trust subject to the primary supervision of a court within the United States
and control of a United States fiduciary as described in Section 7701(a)(30) of
the Code. This summary does not address the tax consequences to, and U.S.
Holder does not include, persons subject to specific provisions of federal
income tax law, such as tax-exempt organizations, qualified retirement plans, individual
retirement accounts and other tax-deferred accounts, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers, nonresident alien individuals, or foreign
corporations whose ownership of common shares of the Company is not effectively
connected with conduct on a trade or a business in the United States, persons
or entities that have a “functional currency” other than the U.S. dollar,
shareholders who hold common shares as part of a straddle, hedging or a
conversion transaction, and shareholders subject to the alternative minimum
tax, and shareholders who acquired their common shares through the exercise of
employee stock options or otherwise as compensation for services. This summary is
limited to U.S. Holders who own common shares as capital assets. This summary
does not address the consequences to a person or entity holding an interest in
a shareholder or the consequences to a person of the ownership, exercise or
disposition of any options, warrants or other rights to acquire common shares.
Distribution on Common Shares of the Company
U.S. Holders receiving dividend
distributions (including constructive dividends) with respect to common shares
of the Company are required to include in gross income for United States
federal income tax purposes the gross amount of such distributions, equal to
the U.S. dollar value of such distributions on the date of receipt (based on
the exchange rate on such date), to the extent that the Company has current or
accumulated earnings or profits, without reduction for any Canadian income tax
withheld from such distributions. Such Canadian tax withheld may be credited,
subject to certain limitations, against the U.S. Holder’s federal income tax
liability or, alternatively, may be deducted in computing the U.S. Holder’s
federal taxable income by those who itemize deductions. (See more detailed
discussion at “Foreign Tax Credit” below.) To the extent that distributions
exceed current or accumulated earnings and profits of the Company, they will be
treated first as a return of capital up to the U.S. Holder’s adjusted basis in
the common shares and thereafter as gain from the sale or exchange of the
common shares. Preferential tax rates for long-term capital gains are
applicable to a U.S. Holder, which is an individual, estate or trust. There are
currently no preferential tax rates for long-term capital gains for a U.S.
Holder, which is a corporation.
97
In the case of foreign currency received as
a dividend that is not converted by the recipient into U.S. dollars on the date
of receipt, a U.S. Holder will have a tax basis in the foreign currency equal
to its U.S. dollar value on the date of receipt. Generally any gain or loss
recognized upon a subsequent sale or other disposition of the foreign currency,
including the exchange for U.S. dollars, will be ordinary income or loss.
However, an individual whose realized gain does not exceed $200 will not
recognize that gain, to the extent that there are no expenses associated with
the transaction that meet the requirement for deductibility as a trade or
business expense (other than travel expenses in connection with a business
trip) or as an expense for the production of income.
Dividends paid on the common shares of the
Company generally will not be eligible for the dividends received deduction
provided to corporations receiving dividends from certain United States
corporations. A U.S. Holder which is a corporation may, under certain
circumstances, be entitled to a 70% (or 80%) deduction of the United States
source portion of dividends received from the Company (unless the Company
qualifies as a “foreign personal holding company” or a “passive foreign
investment company,” as defined below) if such U.S. Holder owns common shares
representing at least 10% (or 20%) of the voting power and value of the
Company. The availability of this deduction is subject to several complex
limitations that are beyond the scope of this discussion.
Information Reporting and Backup
Withholding
Under current Treasury Regulations, dividends paid on
the Company’s common shares, if any, generally will not be subject to
information reporting and generally will not be subject to U.S. backup
withholding tax. However, dividends and the proceeds from a sale of the
Company’s common shares paid in the U.S. through a U.S. or U.S. related paying
agent (including a broker) will be subject to U.S. information reporting
requirements and may also be subject to the 30% U.S. backup withholding tax,
unless the paying agent is furnished with a duly completed and signed Form W-9.
Any amounts withheld under the U.S. backup withholding tax rules will be
allowed as a refund or a credit against the U.S. Holder’s U.S. federal income
tax liability, provided the required information is furnished to the IRS.
Foreign Tax
Credit
A U.S. Holder who pays (or has withheld
from distributions) Canadian income tax with respect to the ownership of common
shares of the Company may be entitled, at the option of the U.S. Holder, to
either receive a deduction or a tax credit for such foreign tax paid or
withheld. Generally, it will be more advantageous to claim a credit because a
credit reduces United States federal income taxes on a dollar-for-dollar basis,
while a deduction merely reduces the taxpayer’s income subject to tax. This
election is made on a year-by-year basis and applies to all foreign taxes paid
by (or withheld from) the U.S. Holder during that year. There are significant
and complex limitations which apply to the credit, among which is the general
limitation that the credit cannot exceed the proportionate share of the U.S.
Holder’s United States income tax liability that the U.S. Holder’s foreign
source income bears to his or its worldwide taxable income. In the
determination of the application of this limitation, the various items of
income and deduction must be classified into foreign and domestic sources.
Complex rules govern this classification process. In addition, this limitation
is calculated separately with respect to specific classes of income such as
“passive income”, “high withholding tax interest”, “financial services income”,
“shipping income,” and certain other classifications of income. Dividends
distributed by the Company will generally constitute “passive income” or, in
the case of certain U.S. Holders, “financial services income” for these
purposes. The availability of the foreign tax credit and the application
of the limitations on the credit are fact specific, and U.S. Holders of common shares of the
Company should consult their own tax advisors regarding their individual
circumstances.
98
Disposition of Common Shares of the Company
A U.S. Holder will recognize
gain or loss upon the sale of common shares of the Company equal to the
difference, if any, between (i) the amount of cash plus the fair market value
of any property received, and (ii) the shareholder’s tax basis in the common
shares of the Company. Preferential tax rates apply to long-term capital gains
of U.S. Holders which are individuals, estates or trusts. This gain or loss
will be capital gain or loss if the common shares are a capital asset in the
hands of the U.S. Holder, which will be long-term capital gain or loss if the
common shares of the Company are held for more than one year. Deductions for
net capital losses are subject to significant limitations. For U.S. Holders who
are not corporations, any unused portion of such net capital loss may be
carried over to be used in later tax years until such net capital loss is
thereby exhausted. For U.S. Holders which are corporations (other than
corporations subject to Subchapter S of the Code), an unused net capital loss
may be carried back three years from the loss year and carried forward five
years from the loss year to be offset against capital gains.
Currency
Exchange Gains or Losses
U.S. Holders generally are required to
calculate their taxable incomes in United States dollars. Accordingly, a U.S.
Holder who purchases common shares of the Company with Canadian dollars will be
required to determine the tax basis of such shares in United States dollars
based on the exchange rate prevailing on the settlement date of the purchase
(and may be required to recognize the unrealized gain or loss, if any, in the
Canadian currency surrendered in the purchase transaction). Similarly, a U.S.
Holder receiving dividends or sales proceeds from common shares of the Company
in Canadian dollars will be required to compute the dividend income or the
amount realized on the sale, as the case may be, in United States dollars based
on the exchange rate prevailing at the time of receipt in the case of dividends
and on the settlement date in the case of sales on an established securities
exchange. Gain or loss, if any, recognized on a disposition of Canadian
currency in connection with the described transaction generally will be treated
as ordinary gain or loss.
Other Considerations
In the following circumstances, the above
sections of this discussion may not describe the United States federal income
tax consequences resulting from the holding and disposition of common shares:
Foreign Personal Holding Company
If at any time during a taxable year more
than 50% of the total combined voting power or the total value of the Company’s
outstanding common shares is owned, directly or indirectly, by five or fewer
individuals who are citizens or residents of the United States and 60% or more
of the Company’s gross income for such year was derived from certain passive
sources (e.g., from dividends received from its subsidiaries), the Company may
be treated as a “foreign personal holding company”. In that event, U.S. Holders
that hold common shares would be required to include in gross income for such
year their allocable portions of such passive income to the extent the Company
does not actually distribute such income. The Company does not believe that it
currently qualifies as a foreign personal holding company. However, there can
be no assurance that the Company will not be considered a foreign personal
holding company for the current or any future taxable year.
Foreign Investment Company
If 50% or more of the combined voting power
or total value of the Company’s outstanding common shares are held, directly or
indirectly, by citizens or residents of the United States, United States
domestic partnerships or corporations, or estates or trusts other than foreign
estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company
is found to be engaged primarily in the business of investing, reinvesting or
trading in securities, commodities, or any interest therein, it is possible
that the Company may be treated as a “foreign investment company” as defined in
Section 1246 of the Code, causing all or part of any gain realized by a U.S.
Holder selling or exchanging common shares to be treated as ordinary income
rather than capital gain. The Company does not believe that it currently
qualifies as a foreign investment company. However, there can be no assurance
that the Company will not be considered a foreign investment company for the
current or any future taxable year.
99
Passive Foreign Investment Company
The Code contains rules governing “passive
foreign investment companies” (“PFIC”) which can have significant tax effects
on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders.
Section 1297 of the Code defines a PFIC as a corporation that is not formed in
the United States and, for any taxable year, either (i) 75% or more of its
gross income is “passive income”, which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market
value (or, if the Company is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets
that produce or are held for the production of “passive income” is 50% or more.
The Company believes that it qualified as a PFIC for the fiscal year ended
April 30, 1997 and the fiscal years ended from April 30, 1998 through April 30,
2002 and April 30, 2006. There can be no assurance that the Company’s
determination concerning its PFIC status will not be challenged by the IRS, or
that it will be able to satisfy record keeping requirements which will be
imposed on a qualified electing fund (“QEF”). Each U.S. Holder of the Company
is urged to consult a tax advisor with respect to how the PFIC rules affect
their tax situation.
A U.S. Holder who holds stock in a foreign
corporation during any year in which such corporation qualifies as a PFIC is
subject to United States federal income taxation under one of two alternative
tax regimes at the election of each such U.S. Holder. The following is a
discussion of such two alternative tax regimes applied to such U.S. Holders of
the Company. In addition, special rules apply if a foreign corporation
qualifies as both a PFIC and a “controlled foreign corporation” (as defined
below) and a U.S. Holder owns, actually or constructively, 10% or more of the
total combined voting power of classes of stock entitled to vote of such
foreign corporation (See more detailed discussion at “Controlled Foreign
Corporation” below).
A U.S. Holder who elects in a timely manner
to treat the Company as a QEF (an “Electing U.S. Holder”) will be subject,
under Section 1293 of the Code, to current federal income tax for any taxable
year in which the Company qualifies as a PFIC on his pro rata share of the
Company’s (i) “net capital gain” (the excess of net long-term capital gain over
net short-term capital loss), which will be taxed as long-term capital gain to
the Electing U.S. Holder and (ii) “ordinary earnings” (the excess of earnings
and profits over net capital gain), which will be taxed as ordinary income to
the Electing U.S. Holder, in each case, for the shareholder’s taxable year in
which (or with which) the Company’s taxable year ends, regardless of whether
such amounts are actually distributed.
The effective QEF election also allows the
Electing U.S. Holder to (i) generally treat any gain realized on the
disposition of his Company common shares (or deemed to be realized on the
pledge of his shares) as capital gain; (ii) treat his share of the Company’s
net capital gain, if any, as long-term capital gain instead of ordinary income;
and (iii) either avoid interest charges resulting from PFIC status altogether,
or make an annual election, subject to certain limitations, to defer payment of
current taxes on his share of the Company’s annual realized net capital gain
and ordinary earnings subject, however, to an interest charge. If the Electing
U.S. Holder is not a corporation, such an interest charge would be treated as
“personal interest” that is not deductible.
The procedure a U.S. Holder must comply
with in making an effective QEF election will depend on whether the year of the
election is the first year in the U.S. Holder’s holding period in which the
Company is a PFIC. If the U.S. Holder makes a QEF election in such first year,
i.e., a timely QEF election, then the U.S. Holder may make the QEF election by
simply filing the appropriate documents at the time the U.S. Holder files his
tax return for such first year. If, however, the Company qualified as a PFIC in
a prior year, then in addition to filing documents, the U.S. Holder must elect
to recognize under the rules of Section 1291 of the Code (discussed herein),
any gain that he would otherwise recognize if the U.S. Holder sold his stock on
the qualification date or if the Company is a controlled foreign corporation,
the U.S. Holder’s pro rata share of the Company’s post-1986 earnings and
profits as of the qualification date. The qualification date is the first day
of the Company’s first tax year in which the Company qualified as a QEF with
respect to such U.S. Holder. The elections to recognize such gain or earnings
and profits can only be made if such U.S. Holder’s holding period for the
common shares of the Company includes the qualification date. By electing to
recognize such gain or earnings and profits, the U.S. Holder will be deemed to
have made a timely QEF election. A U.S. Holder who made elections to recognize
gain or earnings and profits after May 1, 1992 and before January 27, 1997 may,
under certain circumstances, elect to change such U.S. Holder’s qualification
date to the first day of the first QEF year. U.S. Holders are urged to consult
a tax advisor regarding the availability of and procedure for electing to
recognize gain or earnings and profits under the foregoing rules. In addition,
special rules apply if a foreign corporation qualifies as both a PFIC and a
“controlled foreign corporation (as defined below) and a U.S. Holder owns,
actually or constructively, 10% or more of the total combined voting power of
classes of stock entitled to vote of such foreign corporation. (See more
detailed discussion at “Controlled Foreign Corporation” below).
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If the Company is a PFIC for any taxable
year during which a Non-Electing U.S. Holder holds Company common shares, then
the Company will continue to be treated as a PFIC with respect to such Company
common shares, even if it is no longer definitionally a PFIC. A Non-Electing
U.S. Holder may terminate this deemed PFIC status by electing to recognize gain
(which will be taxed under the rules discussed above for Non-Electing U.S.
Holders) as if such Company common shares had been sold on the last day of the
last taxable year for which it was a PFIC.
Effective for tax years of U.S. Holders
beginning after December 31, 1997, U.S. Holders who hold (actually or
constructively) marketable stock of a foreign corporation that qualifies as a
PFIC, may annually elect to mark such stock to the market (a “mark-to-market
election”). If such an election is made, such U.S. Holder will not be subject
to the special taxation rules of Section 1291 discussed above. However, if the
mark-to-market election is made by a Non-Electing U.S. Holder after the beginning
of the holding period for the PFIC stock, then the Section 1291 rules will
apply to certain dispositions of, distributions on and other amounts taxable
with respect to the Company’s common shares. A U.S. Holder who makes the
mark-to-market election will include in income for the taxable year for which
the election was made an amount equal to the excess, if any, of the fair market
value of the common shares of the Company as of the close of such tax year over
such U.S. Holder’s adjusted basis in such common shares. In addition, the U.S.
Holder is allowed a deduction for the lesser of (i) the excess, if any, of such
U.S. Holder’s adjusted tax basis in common shares over the fair market value of
such shares as of the close of the tax year, or (ii) the excess, if any, of (A)
the mark-to-market gains for the common shares in the Company included by such
U.S. Holder for prior tax years, including any amount which would have been
included for any prior tax year but for the Section 1291 interest on tax
deferral rules discussed above with respect to Non-Electing U.S. Holders, over
(B) the mark-to-market losses for shares that were allowed as deductions for
prior tax years. A U.S. Holder’s adjusted tax basis in the common shares of the
Company will be adjusted to reflect the amount included in or deducted from
income as a result of a mark-to-market election. A mark-to-market election
applies to the taxable year in which the election is made and to each
subsequent taxable year, unless the Company’s common shares cease to be
marketable, as specifically defined, or the Secretary of the IRS consents to
revocation of the election. Because the IRS has not established procedures for
making a mark-to-market election, U.S. Holders should consult their tax advisor
regarding the manner of making such an election.
Under Section 1291(f) of the Code, the IRS
has issued Proposed Treasury Regulations that, subject to certain exceptions,
would treat as taxable certain transfers of PFIC stock by Non-Electing U.S.
Holders that are generally not otherwise taxed, such as gifts, exchanges
pursuant to corporate reorganizations, and transfers at death. Generally, in
such cases the basis of the Company common shares in the hands of the
transferee and the basis of any property received in exchange for those common
shares would be increased by the amount of gain recognized. Under the Proposed
Treasury Regulations, an Electing U.S. Holder would not be taxed on certain
transfers of PFIC stock, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death. The transferee’s basis in this case
will depend on the manner of transfer. In a transfer at death, for example, the
transferee’s basis is equal to (i) the fair market value of the Electing U.S.
Holder’s common shares reduced by the U.S. Holder’s adjusted basis in these
common shares at death. The specific tax effect to the U.S. Holder and the
transferee may vary based on the manner in which the common shares are
transferred. Each U.S. Holder of the Company is urged to consult a tax advisor
with respect to how the PFIC rules affect their tax situation.
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Certain special, generally adverse, rules
will apply with respect to the Company common shares while the Company is a
PFIC whether or not it is treated as a QEF. For example, under Section
1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a
loan (including a margin loan) will, except as may be provided in regulations,
be treated as having made a taxable disposition of such shares.
If the Company is classified as a PFIC,
U.S. Holders who do not make timely QEF Elections (as discussed above) will be
subject to a number of special tax rules. For example, gains recognized on
disposition of the Company stock or the receipt of an “excess distribution”
from the Company is (i) treated as if it were ordinary income earned ratably on
each day of the period the U.S. Holder owns shares of the Company at the
highest marginal rate in effect during the period in which it was deemed
included and (ii) subject to an interest charge as if the resulting tax had
actually been due in such earlier year or years (An excess distribution is the
amount of any distribution received by the U.S. Holder during the taxable year
that exceeds 125% of the immediately preceding three year average of
distributions received from the Company, subject to certain adjustments.)
Proposed Regulations broadly define a disposition to include any transaction or
event that constitutes an actual or deemed transfer of property for any purpose
under the Code, including (but not limited to) a sale, exchange, gift, transfer
at death, and the pledging of PFIC stock to secure a loan. If the tax described
above is not imposed on transfer at death, the recipient of the PFIC stock
receives a basis in the transferred stock equal to the lessor of the fair
market value or the adjusted basis of the stock in the hands of the U.S. Holder
immediately before death. Finally, the foregoing rules will continue to apply
with respect to a U.S. Holder who held the stock of the Company while the
Company met the definition of a PFIC even if the Company ceases to meet the
definition of a PFIC.
Controlled Foreign Corporation
If more than 50% of the total combined
voting power of all classes of shares entitled to vote or the total value of the
shares of the Company is owned, actually or constructively, by citizens or
residents of the United States, United States domestic partnerships and
corporations or estates or trusts other than foreign estates or trusts (as
defined by the Code Section 7701 (a)(31), each of which own, actually or
constructively, 10% or more of the total combined voting power of all classes
of shares of the Company (“United States Shareholder”), the Company could be
treated as a controlled foreign corporation (“CFC”) under Subpart F of the
Code. This classification would effect many complex results, one of which is
the inclusion of certain income of a CFC which is subject to current U.S. tax.
The United States generally taxes United States Shareholders of a CFC currently
on their pro rata shares of the Subpart F income of the CFC. Such United States
Shareholders are generally treated as having received a current distribution
out of the CFC’s Subpart F income and are also subject to current U.S. tax on
their pro rata shares of the CFC’s earnings invested in U.S. property. The
foreign tax credit described above may reduce the U.S. tax on these amounts. In
addition, under Section 1248 of the Code, gain from the sale or exchange of
shares by a U.S. Holder of common shares of the Company which is or was a
United States Shareholder at any time during the five-year period ending with
the sale or exchange is treated as ordinary income to the extent of earnings
and profits of the Company attributable to shares sold or exchanged. If a foreign
corporation is both a PFIC and a CFC, the foreign corporation generally will
not be treated as a PFIC with respect to United States shareholders of the CFC.
This rule generally will be effective for taxable years of United States
Shareholders beginning after 1997 and for taxable years of foreign corporations
ending with or within such taxable years of United States Shareholders. Special
rules apply to United States Shareholders who are subject to the special
taxation rules under Section 1291 discussed above with respect to a PFIC.
Because of the complexity of Subpart F, a more detailed review of these rules
is outside the scope of this discussion. The Company does not believe that it
currently qualifies as a CFC. However, there can be no assurance that the
Company will not be considered a CFC for the current or any future taxable
year.
Material Canadian Federal Income Tax Consequences
The summary below is restricted to the case
of a holder (a “Holder”) of one or more common shares who for the purposes of
the Income Tax Act (Canada) (the “Act”) is a non-resident of Canada, holds his
common shares as capital property and deals at arm’s length with the Company.
The following is a general discussion of
certain possible Canadian federal income tax consequences, under current law,
generally applicable to a non-resident of Canada (as hereinafter defined) of
common shares of the Company. This discussion does not address all potentially
relevant federal income tax matters and it does not address consequences peculiar
to persons subject to special provisions of federal income tax law, such as
those described above as excluded from the definition of a U.S. Holder. In
addition, this discussion does not cover any provincial, local or foreign tax
consequences.
102
Dividends
A Holder will be subject to Canadian
withholding tax (“Part XIII Tax”) equal to 25%, or such lower rate as may be
available under an applicable tax treaty, of the gross amount of any dividend
paid or deemed to be paid on his common shares. Under the 1995 Protocol
amending the Canada-US Income Tax Convention (1980) (the “Treaty”) the rate of
Part XIII Tax applicable to a dividend on common shares paid to a Holder who is
a resident of the United States is, if the Holder is a company that
beneficially owns at least 10% of the voting stock of the Company, 5% and in
any other case, 15% of the gross amount of the dividend. The Company will be
required to withhold the applicable amount of Part XIII Tax from each dividend
so paid and remit the withheld amount directly to the Receiver General for
Canada for the account of the Holder.
Capital Gains
A Holder who disposes of a common share,
including by deemed disposition on death, will not be subject to Canadian tax
on any capital gain (or capital loss) thereby realized unless the common share
constituted “taxable Canadian property” as defined by the Act. Generally, a
common share will not constitute taxable Canadian property of a Holder unless
he held the common shares as capital property used by him carrying on a business
(other than an insurance business) in Canada, or he or persons with whom he did
not deal at arm’s-length alone or together held or held options to acquire, at
any time within the five years preceding the disposition, 25% or more of the
shares of any class of the capital stock of the Company.
A Holder who is resident of the United States and
realizes a capital gain on disposition of a common share that was taxable
Canadian property will nevertheless, by virtue of the Treaty, generally be
exempt from Canadian tax thereon unless (a) more than 50% of the value of the
common share is derived from, or forms an interest in, Canadian real estate,
including Canadian mineral resource properties, (b) the common share formed
part of the business property of a permanent establishment that the Holder has
or had in Canada within the 12 months preceding disposition, or ( c) the Holder
(i) was a resident of Canada at any time within the ten years immediately the
disposition and for a total of 120 months during the 20 years, preceding the
disposition, and (ii) owned the common share when he ceased to be a resident of
Canada.
A Holder who is
subject to Canadian tax in respect of a capital gain on disposition of a common
share must include one-half of the capital gain (taxable capital gain) in
computing his taxable income earned in Canada. This Holder may, subject to
certain limitations, deduct one half of any capital loss (allowable capital
loss) arising on disposition of taxable Canadian property from taxable capital
gains realized in the year of disposition in respect of taxable Canadian
property and, to the extent not so deductible, from such taxable capital gains
of any of the three preceding years or any subsequent year.
F. Dividends and Paying Agents
This Form 20F is being filed as an annual
report under the Exchange Act and as such, there is no requirement to provide
any information under this section.
G. Statements by Experts
This Form 20F is being filed as an annual
report under the Exchange Act and, as such, there is no requirement to provide
any information under this section.
H. Documents on Display
Any documents referred to in this annual
report may be inspected at the head office of the Company, 650-555 West 12th
Avenue, Vancouver, British Columbia V5Z 3X7, during normal business hours.
The Company’s filings with the United
States Securities and Exchange Commission (“SEC”), including exhibits filed
with this Form 20-F, may be reviewed and copied at prescribed rates at the
SEC’s public reference room located at 100 F Street N.E., Washington, D.C.
20549, or accessed through the SEC’s website at www.sec.gov/edgar.shtml.
Further information on the public reference rooms may be obtained by calling
the SEC at 1-800-SEC-0330.
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The Company also files reports, statements
and other information with the Canadian securities administrators and these can
be accessed electronically at the System for Electronic Document Analysis and
Retrieval’s website at www.sedar.com.
I. Subsidiary Information
There is no information
relating to the Company’s subsidiaries, which must be provided in Canada, and
which is not otherwise called for by the body of generally accepted accounting
principles used in preparing the audited consolidated financial statements.