-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EKoaUxhibvtzHNTNllRe4eBWBsU9VGtgrnjbqdRTK62pcEqlhIwlK/uVGKtaTykn gDvC0gNy+78nstFAzcj0OA== 0001020011-07-000017.txt : 20071016 0001020011-07-000017.hdr.sgml : 20071016 20071016142701 ACCESSION NUMBER: 0001020011-07-000017 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20071016 FILED AS OF DATE: 20071016 DATE AS OF CHANGE: 20071016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRGINIA MINES INC CENTRAL INDEX KEY: 0001020011 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29880 FILM NUMBER: 071173923 BUSINESS ADDRESS: STREET 1: 116 ST PIERRE STREET STREET 2: SUITE 200 CITY: QUEBEC STATE: A8 ZIP: G1K 4A7 BUSINESS PHONE: 418-694-9832 MAIL ADDRESS: STREET 1: 116 ST PIERRE STREET STREET 2: SUITE 200 CITY: QUEBEC STATE: A8 ZIP: G1K 4A7 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA GOLD MINES INC DATE OF NAME CHANGE: 19980810 6-K 1 october6k.htm FORM 6-K Form 6k Virginia Mines Inc.

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16
under the
Securities Exchange Act of 1934

For the month of October 2007

000-29880
(Commission File Number)

Virginia Mines Inc.
(Translation of registrant's name into English)

200-116 St-Pierre,
Quebec City, QC, Canada G1K 4A7
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F      Form 40-F X 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [ ] No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Virginia Mines Inc.
(Registrant)

Date: Octobre 16, 2007

Form 6-K

By: Amélie Laliberté
Name:Amélie Laliberté
Title: Manager Investor Relations

EXHIBIT INDEX


Exhibit 1
Exhibit 2
Exhibit 3
Exhibit 4
Exhibit 5

EX-1 2 oct10.htm PRESS RELEASE Press Release 2007

Press release
For immediate release
October 10 2007

COULON JV PROJECT
LENS 44 RETURNS 6.95% Zn, 1.51% Cu and 34.28 g/t Ag / 26.8m and
4.34% Zn, 1.12% Cu and 33.79 g/t Ag / 30.85 m


Virginia Mines Inc. (« Virginia ») is pleased to report on the new results from the current exploration program on the Coulon JV property (100% Virginia), located 15km north of the Fontanges airport, Quebec Middle North. Breakwater Resources Ltd. has the option to acquire a 50% interest in the property in exchange for payments totalling CA$180,000 and CA$7.5 million in exploration work.

The ongoing program consists of prospecting, geological mapping, diamond drilling, and ground and borehole InfiniTEM surveys. The ten new holes announced tested lenses 44 (4 holes), 08 (3 holes), 43 (1 hole), and the recently discovered Spirit showing (2 holes).

Lens 44 yields 6.95% Zn, 1.51% Cu and 34.28 g/t Ag/26.8m and 4.34% Zn, 1.12% Cu and 33.79 g/t Ag/30.85m

Four new holes tested lens44 of which three were at vertical depths of over 400m (longitudinal section 44/08) . Two of these holes intercepted semi-massive to massive sulphides over very good widths. Hole CN-07-85 crosscut a large, highly mineralized interval that yielded 6.95% Zn, 1.51% Cu and 34.28 g/t Ag over 26.8m, including a very rich zone that returned 11.03% Zn, 1.18% Cu and 47.89 g/t Ag over 12.6m . The same hole also intersected two other mineralized intervals that returned 3.76% Zn, 2.01% Cu and 43.41 g/t Ag over 4.55m as well as 1.33% Zn, 0.90% Cu and 35.15 g/t Ag over 23.9m. These three mineralized intersections are located at vertical depths of 425 to 470m. Located 50m further north, hole CN-07-85B also intercepted a large, well mineralized zone grading 4.34% Zn, 1.12% Cu and 33.79 g/t  ;Ag over 30.85m, including a richer section grading 7.77% Zn, 0.68% Cu and 18.11 g/t Ag over 11.55m. Further in the hole, a second mineralized zone yielded 0.62% Zn, 1.14% Cu and 22.24 g/t Ag over 27.05m. The two mineralized intersections from hole CN-07-85B are situated at vertical depths of 410 to 440m under the surface. HoleCN-07-89, located 75m south of hole CN-07-85, intercepted a semi-massive sulphide zone grading 5.42% Zn, 1.93% Cu and 20.89g/t Ag over 3.6m at a vertical depth of 500m. The presence of a 30m wide pegmatite intrusion directly in the core of the alteration zone could explain the absence of thicker mineralized intersections in hole CN-07-89. Finally, hole CN-07-91 intercepted a massive sulphide zone in metric width at the north border of lens 44 to a vertical depth of 220m.

The mineralized intersections of holes CN-07-85 and CN-07-85B are amongst the best results obtained to date on the Coulon JV project and confirm the emergence of a thick, high grade zone within lens 44. Lens 44 isnorth-south oriented and is dipping vertically to steeply to the west. It is now confirmed over a lateral distance of 275m and to a vertical depth of 500m . Lens 44 remains open at depth and is currently the object of additional drilling.

DRILLING CONFIRMS THE VERTICAL CONTINUITY OF LENS 08

Three new holes testing lens 08 confirmed the conti nuity of the mineralization at vertical depths of 210 to 310m under the surface (longitudinal section 44/08). Hole CN-07-87 intercepted two semi-massive to massive sulphide zones that graded 4.74% Zn, 1.26% Cu and 33.28 g/t Ag over 4.95m and 3.55% Zn, 0.59% Cu and 109.15 g/t Ag over 2.65m respectively. These two mineralized intervals are located at vertical depths of 240m and 250m under the surface. In the same section, hole CN-07-90 intercepted, at a vertical depth of 310m , a massive sulphide zone grading 8.04% Zn, 0.66% Cu and 40.16 g/t Ag over 3.35m . Hole CN-07-88 intersected, 75m further north, two thin massive sulphide zones: the first one grading 7.97% Zn, 2.76% Cu and 93 g/t Ag over 0.6m at a vertical depth of 210m and the se cond one grading 3.72% Zn, 0.12% Cu and 40.16 g/t Ag over 1.5m at a vertical depth of 270m under the surface. This second intersection is crosscut by a large pegmatite intrusion; therefore its original width is unknown.

- 2 -

These new results from lens 08 are very encouraging since they link the previous intersections obtained near the surface (holes CN-04-08, 12, 15 and 23) with those of holes CN-04-25 and CN-04-29, which are located at vertical depths of 300 and 410m respectively. The mineralization shows a strong polymetallic signature with frequent high values in zinc, silver and lead. Lens 08 is developed at the same stratigraphic level as lens 44 but is located 300m further north. It is north-south oriented and has a variable, but generally subvertical, dip. Lens 08 is now confirmed over a lateral distance of 250m and to a vertical depth of 410m. Lens 08 remains open at depth and will be the object of additional drilling.

SPIRIT SHOWING – NEW RESULTS

The Spirit showing was tested at surface by channel sampling over a lateral distance of approximately 40m. The polymetallic mineralization has an average thickness of a few metres and returned good values in zinc, copper and silver (Table 1). The mineralized zone remains open laterally under the overburden cover.

Table 1- Assay Results from channel samples – Spirit Showing

Rainure/
Channel Sample

Zn
(%)

Cu
(%)

Pb
(%)

Ag
(g/t)

Longueur /Length
(m)

R1

3.70

0.46

0.19

21.98

2.50

R2

3.91

0.82

0.43

34.68

3.35

R3

4.38

2.65

0.16

76.35

2.75

R4

12.17

0.33

0.90

36.66

1.60

R5

0.31

1.29

0.02

34.40

3.00

The vertical continuity of the Spirit showing was also confirmed by hole CN-07-93A that intercepted a massive sulphide zone rich in sphalerite yielding 13.07% Zn, 0.14% Cu and 4.94 g/t Ag over 3m at a depth of 25m. Hole CN-07-93B, which was drilled directly under this intersection, intercepted a pegmatite intrusion in the projected extension of the mineralization. The Spirit showing area is currently the object of additional drilling.

LENS 43

Only one hole was completed in lens 43 .Hole CN-07-98 intercepted a semi-massive to massive sulphide zone that yielded 2.08% Zn, 1.28% Cu and 13.53 g/t Ag over 3m. Including the underlying alteration and disseminated sulphide zone, the intersection returned 0.63% Zn, 0.82% Cu and 12.15 g/t Ag over 13.3m. This intersection confirms the continuity of the mineralization 90m vertically above hole CN-07-84 (longitudinal section 43). Furthermore, the borehole InfiniTEM survey carried out in hole CN-07-86 detected the signature of a significant conductor at the end of the hole, thus confirming that this hole was stopped prematurely. This hole tested the southwest extension of lens 43 and will be deepened shortly.

Lens 43 is NE-SW oriented and seems to present a variable dip towards the northwest. The mineralization is confirmed over a lateral distance of 340m and at a vertical depth of 380m . It remains open in all directions and additional drilling is planned to pursue the evaluation of this very significant mineralized lens.

- 3 -

Recent drill results are very encouraging since, in all cases, they prolong the extensions of the mineralized zones, particularly in the case of lenses 44 and 08. The drill program will continue throughout the fall of 2007, in conjunction with geological surface work.

New drill results are reported in the annexed table. All samples have been analyzed at the certified laboratory ALS Chemex in Val-d’Or.

Work is carried out by the personnel of Virginia Mines Inc, under the supervision of Mr. Paul Archer, geological engineer. Mr. Archer is a Qualified Person (as defined by National Instrument 43-101) and has more than 25 years of experience in exploration. Mr. Archer reviewed and approved the content of this press release.

About Virginia

Virginia is among the most active mining exploration companies in Quebec with a working capital of $ 49,581,941 as of August 31, 2007,and 26,471,698 shares issued and outstanding as of October 9, 2007. Virginia trades on the Toronto Stock Exchange (TSX) under the ticker symbol VGQ. Virginia concentrates its activities on its numerous properties that are spread over the vast unexplored regions of northern Quebec.

FOR MORE INFORMATION, PLEASE CONTACT: Andre Gaumond, President, Paul Archer, V-P Exploration or Amelie Laliberte, Investor Relations.

200-116 St-Pierre
Québec, QC G1K 4A7
Canada
www.virginia.qc.ca
mines@virginia.qc.ca
Tel. 800-476-1853
Tel. 418-694-9832
Fax 418-694-9120

This press release may contain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in Virginia's periodic reports including the annual report on Form 40-F filed with the U.S. Securities and Exchange Commission. Virginia undertakes no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events

Page 1

EX-2 3 trim2-08.htm QUARTERLY Quarterly

Virginia Mines Inc.
(an exploration company)
Interim Balance Sheet (unaudited)


(expressed in Canadian dollars)

   
As at
As at
   
August 31,
February 28,
   
2007
2007
   
$
$
   
Assets
   
Current assets
Cash and cash equivalents
7,384,486
6,139,543
Short-term investments
34,696,102
34,304,806
Amounts receivable
6,533,563
9,113,525
Prepaid expenses
166,130
96,935
   
   
48,780,281
49,654,809
   
Long-term investments (Note 3)
3,413,467
-
   
Property, plant and equipment
13,559
11,471
   
Mining properties (Note 4)
12,296,478
9,738,536
 
Intangible asset
1,730
2,035
   
   
   
64,505,515
59,406,851
   
Liabilities
   
Current liabilities
Accounts payable and accrued liabilities
  Related companies
354,956
30,685
  Others
3,356,618
3,191,435
   
   
3,711,574
3,222,120
   
Shareholders' Equity
   
Share capital
94,567,936
94,447,526
Warrants
261,114
261,114
Stock options (Note 5)
3,467,731
2,895,074
Contributed surplus
26,028
26,028
Deficit
(38,982,484)
(41,445,011)
Accumulated other comprehensive income
1,453,616
-
   
   
60,793,941
56,184,731
   
   
64,505,515
59,406,851

The accompanying notes are an integral part of these interim financial statements.

Approved by the Board of Directors

_/s/André Gaumond______, Director ____/s/André Lemire______, Director

Page 1

Virginia Mines Inc.
(an exploration company)
Interim Statements of Earnings and Comprehensive Income (unaudited)


(expressed in Canadian dollars)

 
Three-Month Periods Ended August 31,
Six-Month Periods Ended August 31,
 
 
2007
2006
2007
2006
 
$
$
$
$
 
Revenues
Dividends
121,289
120,029
187,038
237,469
Interest
364,139
335,447
755,003
582,624
Fees
355,607
55,814
647,001
63,421
Options payments received as financial instruments in excess of cost of mining propery
 
-
(1,595,496)
-
2,193,031
Gain (loss) on sale of short-term investments
(54,077)
247,533
188,963
611,146
Gain on sale of mining properties (Note 4)
5,669,677
-
5,669,677
319,831
 
6,456,635
(836,673)
7,447,682
4,007,522
Expenses
Professional and maintenance fees (1)
290,330
1,296,757
324,979
2,205,842
Management fees
113,864
52,340
223,928
63,652
Rent, office expenses and bonus
237,818
209,001
558,343
784,423
Advertising and exhibitions
25,150
18,007
73,770
38,928
Travelling
18,686
10,282
47,105
42,257
Depreciation of property, plant and equipment
906
716
1,812
1,433
Amortization of the intangible asset
152
219
305
437
General exploration costs (1)
340,214
451,358
589,202
885,063
Grants, credit on duties refundable for loss and refundable tax credit for resources
 
(58,428)
(14,706)
(100,765)
(47,782)
Costs of mining properties abandoned or written off
22,193
-
57,164
15,292
Writedown of short-term investments
3,140,329
-
3,140,329
295,469
Writedown of long-term investments (Note 3)
380,000
-
380,000
-
 
4,511,214
2,023,974
5,296,172
4,285,014
 
Earnings (loss) before income taxes
1,945,421
(2,860,647)
2,151,510
(277,492)
 
Future income taxes
(133,608)
-
(569,948)
-
Net earnings (net loss) for the period
1,811,813
(2,860,647)
1,581,562
(277,492)
 
Decrease in the fair value of short-term investments, after deduction of related income taxes
 
(624,453)
-
(2,663,802)
-
 
Comprensive income (loss)
1,187,360
(2,860,647)
(1,082,240)
(277,492)
 
Basic net earnings (net loss) per share
0.0685
(0.1107)
0.0598
(0.0111)
 
Diluted net earnings (net loss) per share
0.0677
(0.1107)
0.0592
(0.0111)
 
 
 
(1) Stock-based compensation costs included in the following items
 
Professional and maintenance fees
232,205
1,194,272
252,251
2,032,193
General exploration costs
213,214
410,469
367,581
764,896
 
445,419
1,604,741
619,832
2,797,089

 

The accompanying notes are an integral part of these interim financial statements.

Page 2

Virginia Mines Inc.
(an exploration company)
Interim Statement of Changes in Shareholders’ Equity (unaudited)
For the six-month period ended August 31, 2007


(expressed in Canadian dollars)

 
Accumulated other comprehensive income
Share capital
Stock options
Contributed surplus
Deficit
Total
common shares
Warrants
 
Number $ Number $ Number $ $ $ $ $

Balance as at March 1, 2007

26,425,698 94,447,526 484,162 261,114 1,086,500 2,895,074 26,028 (41,445,011) - 56,184,731

Adjustement of the opening balance of accumulated other comprehensive income (Note 2)

- - - - - - - - 4,117,418 4,117,418

Adjustement related to the application of a new accounting standard (Note 2)

- - - - - - - 880,965 - 880,965

Stock-based compensation costs (Note 5)

- - - - 179,000 619,832 - - - 619,832

Stock options exercised (Note 5)

17,500 120,410 - - (17,500) (47,175) - - - 73,235

Net earnings for the period

- - - - - - - 1,581,562 - 1,581,562

Decrease in the fair value of short-term investments after deduction of related income taxes of $569,948

-
-
-
-
-
-
-
-
(2,663,802)
(2,663,802)

Balance as at August 31, 2007

26,443,198
94,567,936
484,162
261,114
1,248,000
3,467,731
26,028
(38,982,484)
1,453,616
60,793,941

The accompanying notes are an integral part of these interim financial statements.

Page 3

Virginia Mines Inc.
(an exploration company)
Interim Statement of Changes in Shareholders’ Equity (unaudited)
For the six-month period ended August 31, 2006


(expressed in Canadian dollars)

Share capital
Warrants (units)
Stock options
Unit options
Contributed surplus
Deficit
Total
common shares
Warrants
Number
$
Number
$
Number
$
Number
$
Number
$
$
$
$
Balance as at March 1, 2006 48,156,570 85,471,959 835,425 446,117 - - - - 95,730 101,178 1,274 (25,052,049) 60,968,479
Unit options exercised 95,730 431,468 - - 23,932 62,203 - - (95,730) (101,178) - - 392,493
Warrants (units) exercised 1,800 14,398 - - (1,800) (4,678) - - - - - - 9,720
Warrants exercised 1,525 9,049 (1,525) (814) - - - - - - - - 8,235
Compensation costs - - - - - - 20,000 234,000 - - - - 234,000
Stock options exercised
20,000
239,610
-
-
-
-
(20,000)
(234,000)
-
-
-
-
5,610
48,275,625 86,166,484 833,900 445,303 22,132 57,525 - - - - 1,274 (25,052,049) 61,618,537
Exchange of each share of Virginia Gold Mines for 0.5 share of the company as part of the plan of arrangement (24,137,813) - - - - - - - - - - - -
Exchange of each warrant and warrant (unit) of Virginia Gold Mines for 0.5 warrant and warrant (unit) of the company as part of the plan of arrangement - - (416,950) - (11,066) - - - - - - - -
Transfer of Eleonore property's net assets and elimination of future income tax assets - - - - - - - - - - - (15,974,110) (15,974,110)
Warrants granted - - 484,162 261,114 - - - - - - - - 261,114
Stock-based compensation costs - - - - - - 1,019,000 2,563,089 - - - - 2,563,089
Warrants exercised 71,838 162,065 (71,838) (76,723) - - - - - - - - 85,342
Warrants (units) exercised 10,316 65,879 - - (10,316) (53,624) - - - - - - 12,255
Issuance of shares for a cash consideration 1,810,406 6,955,048 - - - - - - - - - - 6,955,048
Share issue expenses - (21,685) - - - - - - - - - - (21,685)
Costs related to the plan of arrangement - - - - - - - - - - - (637,494) (637,494)
Net loss for the period
-
-
-
-
-
-
-
-
-
-
-
(277,492)
(277,492)
Balance as at August 31, 2007
26,030,372
93,327,791
829,274
629,694
750
3,901
1,019,000
2,563,089
-
-
1,274
(41,941,145)
54,584,604

The accompanying notes are an integral part of these interim financial statements.

Page 4

Virginia Mines Inc.
(an exploration company)
Interim Statements of Cash Flows (unaudited)


(expressed in Canadian dollars)

   
Three-Month Periods Ended August 31,
Six-Month Periods Ended August 31,
   
   
2007
2006
2007
2006
   
$
$
$
$
   
Cash flows from operating activities from continuing operations
Net earnings (net loss) for the period
1,811,813
(2,860,647)
1,581,562
(277,492)
Items not affecting cash and cash equivalents
  Future income taxes
133,608
-
569,948
-
  Costs of mining properties abandoned or written off
22,193
-
57,164
15,292
  Depreciation of property, plant and equipment and
  intangible asset
1,058
935
2,117
1,870
  Stock-based compensation costs
445,419
1,604,741
619,832
2,797,089
  Writedown of short-term investments
3,140,329
-
3,140,329
295,469
  Writedown of long-term investments (Note 3)
380,000
-
380,000
-
  Option payments received as financial instruments in excess of
  cost of mining property
-
1,595,496
-
(2,193,031)
  Loss (gain) on sale of short-term investments
54,077
(247,533)
(188,963)
(611,146)
  Gain on sale of mining properties (Note 4)
(5,669,677)
-
(5,669,677)
(319,831)
   
318,820
92,992
492,312
(291,780)
 
Net change in non-cash working capital items
  Amounts receivable
(518,050)
(24,461)
(956,318)
670,473
  Prepaid expenses
(61,879)
8,506
(69,195)
(2,057)
  Advances to a related company
-
(65,663)
-
(65,663)
  Accounts payable and accrued liabilities
(1,470,511)
1,095,800
(1,415,236)
1,833,168
   
(2,050,440)
1,014,182
(2,440,749)
2,435,921
 
(1,731,620)
1,107,174
(1,948,437)
2,144,141
Cash flows from operating activities from the discontinued
  operation
-
-
-
(1,460,965)
   
 
Cash flows from financing activities from continuing operations
Issuance of share capital and warrants
73,235
2,761
73,235
5,561,048
Share issue expenses
-
(5,040)
-
(21,685)
   
73,235
(2,279)
73,235
5,539,363
   
   
Cash flows from investing activities from continuing operations
Variation in short-term investments
2,033,044
(3,847,960)
4,120,696
(3,111,064)
Cash equivalents transferred to long-term investments (Note 3)
(3,793,467)
-
(3,793,467)
-
Additions to mining properties
(2,265,602)
(1,025,945)
(3,023,503)
(1,300,572)
Variation in credit on duties refundable for loss and refundable tax credit
  receivable related to exploration costs applied against mining
  properties
(58,427)
(14,706)
5,600,847
291,360
Additions to property, plant and equipment
-
-
(3,900)
-
Proceeds from disposal of mining properties
-
-
-
15,000
Options payments received
-
-
219,472
55,000
Variation in deferred charges
-
-
-
(341,162)
   
(4,084,452)
(4,888,611)
3,120,145
(4,391,438)
Cash flows from investing activities from the discontinued
operation
-
-
-
(472,189)
   
Change in cash and cash equivalents
(5,742,837)
(3,783,716)
1,244,943
1,358,912
Cash and cash equivalents - Beginning of period
13,127,323
15,598,539
6,139,543
10,455,911
Cash and cash equivalents - End of period
7,384,486
11,814,823
7,384,486
11,814,823

The accompanying notes are an integral part of these interim financial statements.

Page 5

Virginia Mines Inc.
(an exploration company)
Interim Statements of Cash Flows (unaudited)


(expressed in Canadian dollars)

     
Three-Month Periods Ended August 31,
Six-Month Periods Ended August 31,
     
     
2007
2006
2007
2006
     
$
$
$
$
Additional information  
Items not affecting cash and cash equivalents related to financing and  
investing activities  
  Credit on duties refundable for loss and refundable tax credit receivable
  related to exploration costs applied against mining properties  
5,000,782
8,108,828
5,000,782
8,108,828
  Acquisition of mining properties included in accounts payable and  
  accrued liabilities  
2,256,440
832,428
2,256,440
832,428
  Stock options exercised and included in share capital  
47,175
-
47,175
234,000
  Warrants exercised and included in shareholders' equity  
-
2,483
-
77,537
  Unit options exercised and included in share capital  
-
-
-
101,178
  Warrants (units) granted and included in shareholders' equity  
-
-
-
62,203
  Warrants (units) exercised and included in share capital  
-
53,624
-
58,302
  Mining properties sold in consideration of short-term investments  
5,698,723
-
5,698,723
4,122,735
Interest received  
517,686
427,623
729,218
593,336

The accompanying notes are an integral part of these interim financial statements.

Page 6

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

  1. Interim financial information

The financial information as at August 31, 2007 and for the three and six-month periods ended August 31, 2007 and 2006 is unaudited. However, in the opinion of management, all adjustments necessary to present fairly the results of these periods have been included. The adjustments made were of a normal recurring nature. Interim results may not necessarily be indicative of results anticipated for the year.

These unaudited interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles and use the same accounting policies and methods used in the preparation of Virginia Mines Inc's. ("Virginia Mines") most recent annual financial statements except for the new accounting standards as described in note 2. All disclosures required for annual financial statements have not been included in these financial statements. These unaudited interim financial statements should therefore be read in conjunction with Virginia Mines' most recent audited financial statements

2. New accounting standards
Financial instruments

In January 2005, the CICA issued four new accounting standards in relation with financial instruments: section 3855 "Financial Instruments – Recognition and measurement", section 3865 "Hedges", section 1530 "Comprehensive Income" and section 3251 "Equity".

Section 3855 expands on section 3860 "Financial Instruments – Disclosure and Presentation", by prescribing when a financial instrument is to be recognized on the balance sheet and at what amount. It also specifies how financial instrument gains and losses are to be presented.

Section 3865 provides alternative treatments to section 3855 for entities which choose to designate qualifying transactions as hedges for accounting purposes. It replaces and expands on Accounting Guideline AcG-13 "Hedging Relationships", and the hedging guidance in Section 1650 "Foreign Currency Translation" by specifying how hedge accounting is applied and what disclosure is necessary when it is applied.

Section 1530 "Comprehensive Income" introduces a new requirement to temporarily present certain gains and losses outside net income.

Consequently, Section 3250 "Surplus" has been revised as Section 3251 "Equity".

Sections 1530, 3251, 3855 and 3865 were adopted by the Company on March 1, 2007.

Short-term investments

The short-term investments are classified as available-for-sale investments. The Company recognizes transactions on the settlement date.

These investments are recognized at fair value. Unrealized gains and losses are recognized, net of income taxes, if any, in "Accumulated other comprehensive income". Upon the disposal or impairment of these investments, these gains or losses are reclassified in the statement of earnings.

A difference of $4,998,383 (after deduction of income tax expenses of $880,965) between the carrying amount and the fair value of investments classified as available for sale is recognized as an adjustment to the opening balance of "Accumulated other comprehensive income".

Transition

The recognition, derecognition and measurement methods used as well as the hedge accounting policies used to prepare the financial statements of periods prior to the effective date of the new standards were unchanged and, therefore those financial statements have not been restated.

Page 7

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


Accounting changes

Effective January 1, 2007, the Company adopted CICA Handbook Section 1506 “Accounting Changes”. This Section establishes criteria for changes in accounting policies, accounting treatment and disclosures regarding changes in accounting policies, estimates and corrections of errors. In particular, this Section allows for voluntary changes in accounting policy only when they result in the financial statements providing reliable and more relevant information. Furthermore, this section requires disclosure of when an entity has not applied a new source of GAAP that has been issued but is not yet effective. Such disclosures are provided below. The adoption of this Section had no further effects on the financial statements for the quarter and the three and six-month period ended August 31, 2007.

Impact of accounting pronouncements not yet adopted

Capital Disclosure

The CICA issued Section 1535, “Capital Disclosures”. This standard establishes guidelines for disclosure of information regarding an
entity’s capital which will enable users of its financial statements to evaluate an entity’s objectives, policies and processes for managing capital, including disclosures of any externally imposed capital requirements and the consequences of non-compliance. The new requirements will be effective on fiscal years starting January 1, 2008. The Company is presently evaluating the impact of this new standard.

Financial Instruments – Disclosures and Financial Instruments - Presentation

The CICA issued Section 3862, “Financial Instruments – Disclosures” and Section 3863, “Financial Instruments – Presentation” which replace Section 3861, “Financial Instruments – Disclosure and Presentation”. The new disclosure standard requires the disclosure of additional detail of financial asset and liability categories as well as a detailed discussion on the risks associated with the company’s financial instruments. This standard harmonizes disclosures with International Financial Reporting Standards (“IFRS”). The presentation requirements are carried forward unchanged. These new standards will be effective on fiscal years starting January 1, 2008. The Company is presently evaluating the impact of these new standards.

3. Long-term investments

As at August 31, 2007, included in long term investments were third party-sponsored asset backed commercial paper (“Third Party ABCP”) with the par value of $3,800,000. These investments have been classified as Hold to Maturity on initial recognition and are carried at amortized cost totaling $3,793,467. During the month of August, the Canadian Third Party ABCP market experienced liquidity problems. As a result, in some cases, as notes matured certain Canadian Third Party ABCP programs were unable to raise funds from new issuances and therefore were not able to refund maturing notes. At this time, the conduits are subject to a proposal which calls for the notes to be converted into floating rate notes which better match the duration of the underlying assets to address the liquidity problem.

Maturity dates on outstanding ABCP’s go from August 23, 2007 to October 10, 2007, and repayments in the amount of $300,000, due before August 31, 2007, were not repaid and amount of $3,500,000 due between August 31, 2007 to October 10, 2007 were not repaid also.

While the credit rating of the investments is under review, at the time of investment they were rated R1-high for $3,500,000 and R1-middle for $300,000 by Dominion Bond Rating Service, the highest credit rating for this type of investment. Given that these investments are classified as held to maturity, they are tested for “other than temporary impairment” when there is an objective evidence of impairment. An impairment loss of $380,000 representing the difference between the fair value and amortized cost of investments was recorded on the basis that it is probable that the Company will not be able to collect all amounts due according to the original contractual terms. As there was no market data available, the management estimated the fair value by discounting the expected future cash flows according to the probability of recoverability of principal and interest. It is reasonably possible that actual timing and amount ultimately recovered may differ materially from this estimate.

Page 8

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

4. Mining properties

 
Mining properties abandoned, written off, under option or sold, credit on duties refundable for loss, refundable tax credit for resources
   
   
   
   
   
   
   
   
   
Balance as at
   
# claims /# permits
Undivided
interest
March 1, 2007
Costs
incurred
Balance as at
August 31, 2007
   
%
$
$
$
$
  Corvet Est 723          
  Mining property 100
30,401
-
-
30,401
  Exploration costs  
1,007,474
-
(35,000)
972,474
       
1,037,875
-
(35,000)
1,002,875
       
  Coulon Pitaval 380  
  Mining property 100
72,396
6,256
-
78,652
  Exploration costs  
284,791
275
(127)
284,939
     
357,187
6,531
(127)
363,591
     
  Coulon J/V 610  
  Mining property 100
100,925
-
-
100,925
  Exploration costs  
357,162
-
(30,000)
327,162
     
458,087
-
(30,000)
428,087
     
  Éléonore Régional 620  
  Mining property 100
55,901
1,460
-
57,361
  Exploration costs  
168,143
481,952
(222,180)
427,915
     
224,044
483,412
(222,180)
485,276
     
  FCI 311  
  Mining property 2 100
32,691
48,662
-
81,353
  Exploration costs  
222,562
657,271
(250,545)
629,288
     
255,253
705,933
(250,545)
710,641
     
  Gipouloux 1,846  
  Mining property 100
206,432
-
-
206,432
  Exploration costs  
62,162
116,328
(53,627)
124,863
       
268,594
116,328
(53,627)
331,295
       
    (forward)  
2,601,040
1,312,204
(591,479)
3,321,765

 

Page 9

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

   
 
Mining properties abandoned, written off, under option or sold, credit on duties refundable for loss, refundable tax credit for resources
   
   
   
   
   
   
   
Balance as at
   
# claims /
# permits
Undivided
interest
March 1, 2007
Costs
incurred
Balance as at August 31, 2007
   
%
$
$
$
$
               
    (brought forward)
2,601,040
1,312,204
(591,479)
3,321,765
       
  Laguiche 3,444  
  Mining property 100
247,150
139,320
-
386,470
  Exploration costs  
41,300
485,718
(223,916)
303,102
     
288,450
625,038
(223,916)
689,572
       
  Lac Gayot 116  
  Mining property 3 100
2,245,429
20,491
-
2,265,920
  Exploration costs  
750,692
142,454
(95,671)
797,475
       
2,996,121
162,945
(95,671)
3,063,395
       
  Nichicun 1,328  
  Mining property 100
157,574
-
-
157,574
  Exploration costs  
3,074
414,859
(191,250)
226,683
     
160,648
414,859
(191,250)
384,257
       
  Poste Lemoyne Ext. 211  
  Mining property 100
1,079,399
-
-
1,079,399
  Exploration costs  
775,682
1,073,202
(494,746)
1,354,138
       
1,855,081
1,073,202
(494,746)
2,433,537
       
  Wabamisk 734  
  Mining property 100
141,681
974
-
142,655
  Exploration costs  
228,435
366,839
(169,112)
426,162
       
370,116
367,813
(169,112)
568,817
     
  Others    
  Mining properties  
573,793
232,473
-
806,266
  Exploration costs  
893,287
739,657
(604,075)
1,028,869
     
1,467,080
972,130
(604,075)
1,835,135
       
9,738,536
4,928,191
(2,370,249)
12,296,478

 

Page 10

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

Change in mining properties

           
$
             
Balance as at March 1, 2007    
9,738,536
           
Costs incurred during the period    
           
  Mining property        
25,000
  Claims and permits        
424,636
  Analyses        
186,265
  Drilling        
988,779
  Geophysics        
365,150
  Geochemistry        
130,141
  Geology        
335,295
  Transport        
1,455,206
  Professional fees        
808,282
  Accomodation        
209,437
           
4,928,191
           
Mining properties under option    
(219,472)
Mining properties abandoned or written off    
(57,164)
Mining properties sold *        
(29,046)
Credit on duties refundable for loss and refundable    
tax credit for resources      
(2,064,567)
           
           
(2,370,249)
           
Balance as at August 31, 2007      
12,296,478

* On August 28, 2007, the Company entered into agreement with Strateco Resources Inc. pursuant to which
Strateco Resources Inc. acquires a 100% interest in the 88 claims of the Apple property, in exchange for the
issuance to the Company of 3,250,000 common shares of Strateco Resources Inc. at a price per share of
$1.8455. This value has been calculated with the average stock price for the five previous and subsequents
days of the transaction. The value of the shares received has been reduced by 12% as to consider the four-
month period sale restriction. The agreement is subject to a 2% net smelter return (NSR) in favour of the
Company. Strateco may buy back 1% of the royalty for $1,000,000. The gain of $5,250,826 arising from this
transaction is presented in the financial statements under "Gain on sale of mining properties".

Page 11

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

5. Stock options

The options granted are exercisable over a maximum period of ten years following the date of grant.
The following table summarizes information about stock options outstanding as at August 31, 2007 :

             
Options outstanding and exercisable
 
Weighted average exercise price $
 
 
Weighted average remaining contractual life (years)
 
 
Exercise price
 
 
Number
 
 
 
between $3.89 and $6.30
1,248,000
8.84
4.44
 
           
             
The fair value of stock options granted during the six-month period ended August 31, 2007 has been
estimated using the Black-Scholes model with the following assumptions :  
             
  Risk-free interest rate   4.45%  
  Expected volatility     54.23%  
  Dividend yield       Nil  
  Weighted average expected life   6 years  
  Weighted average fair value of options granted $3.351  

Page 12

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

6. Earnings per share

For the three and six-month periods ended August 31, 2006, there was no difference between the basic and diluted loss per share since the dilutive effect of stock options was not included in the calculation; otherwise, the effect would have been anti-dilutive. However, the net loss diluted per share for this period was calculated according to the basic weighted average number of shares outstanding.

 
Three-Month Periods Ended August 31,
Six-Month Periods Ended August 31,
 
  2007 2006   2007 2006
           
           
Basic weighted average number of shares outstanding
26,438,986
25,840,949
26,432,342
25,106,612
Stock options
307,072
1,302
296,307
4,116
 
Diluted weighted average number of shares
outstanding
26,746,058
25,842,251
26,728,649
25,110,728
 
Items excluded from the calculation of diluted earnings per
share because the exercise price was greater than the
average quoted market value of the common shares
Stock options
129,000
498,500
129,000
498,500
Warrants
484,162
829,275
484,162
829,275
Warrants (units)
-
750
-
750

7. Subsequent Event

On September 4, 2007, the Company announced the signing of an amendment to the Coulon JV Project Agreement pursuant to which Virginia optioned to Breakwater Resources Ltd. (“Breakwater”) the Fontanges Sud and Coulon Pitaval properties, located to the south and to the north of the Coulon JV property respectively. With this amendment, the Fontanges Sud and Coulon Pitaval properties are now merged with the Coulon JV property, thus bringing the surface area of the new property to over 1,600km2.

According to this new agreement, Breakwater has the option to acquire a 50% interest in the Coulon JV property in exchange for $7,500,000 (formerly $6,500,000) in exploration expenditures over a 9-year period (formerly 8 years) and payments totalling $180,000 over a four-year period. Virginia will remain the operator until the completion of a pre-feasibility study.

Page 13

EX-3 4 mdanda2-08.htm MANAGEMENT'S DISCUSSION Management's discussion

MANAGEMENT’S DISCUSSION and ANALYSIS
for the Three-Month and Six-Month Periods Ended August 31, 2007

Scope of management’s financial analysis

The following analysis should be read in conjunction with the financial statements of Virginia Mines Inc. ("the Company") and the accompanying notes for the three-month and six-month periods ended August 31, 2007 and 2006. The reader should also refer to the annual Management’s Discussion and Analysis of financial position as at February 28, 2007, and results of operations, including the section describing the risks and uncertainties. It should be noted that the information for March 2006 is that of Virginia Gold Mines Inc. ("Virginia Gold Mines"). Further to the approval of the plan of arrangement effective March 31, 2006, involving Goldcorp Inc. (“Goldcorp”), Virginia Gold Mines and the Company, all the assets and liabilities not related to the Éléonore property were transferred to the Company. The Company is the continuity of Virginia Gold Mines without the Éléonore project. The financial statements have been prepared in accordan ce with Canadian generally accepted accounting principles (GAAP).

Forward-Looking Statements

This document may contain forward-looking statements reflecting the management’s expectations with respect to future events. Such forward-looking statements are dependent upon a certain number of factors and are subject to risks and uncertainties. Actual results may differ from those expected. The Company’s management does not assume any obligation to update or revise these forward-looking statements as a result of new information or future events except if required by law.

Nature of Activities

The Company, incorporated under the Canada Business Corporations Act, is in the business of acquiring and exploring mining properties. It has not yet determined whether its properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for mining properties is dependent upon the existence of economically recoverable ore reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposal of properties.


1/10

Selected Quarterly Financial Information (unaudited)

 

Interim Statements of Earnings for the

Three-Month Periods Ended August 31,

Interim Statements of Earnings for the

Six-Month Periods Ended August 31,

 

2007

2006

2007

2006

 

($)

($)

($)

($)

Revenues

 

 

 

 

 

 

 

 

 

Interest and others

841,035

511,290

1,589,042

883,514

Option payments received as financial instruments in excess of cost of mining property

(1,595,496)

2,193,031

Gain (loss) on sale of short-term investments

(54,077)

247,533

188,963

611,146

Gain on sale of mining properties

5,669,677

5,669,677

319,831

 

6,456,635

(836,673)

7,447,682

4,007,522

Expenses

 

 

 

 

Administrative expenses

686,906

1,587,322

1,230,242

3,136,972

General exploration costs

340,214

451,358

589,202

885,063

Grants, credit on duties refundable for loss and refundable tax credit for resources

(58,428)

(14,706)

(100,765)

(47,782)

Cost of mining properties abandoned or written off

22,193

57,164

15,292

Writedown of investments

3,520,329

3,520,329

295,469

 

4,511,214

2,023,974

5,296,172

4,285,014

Net earnings (net loss) before income taxes

1,945,421

(2,860,647)

2,151,510

(277,492)

Future income taxes

(133,608)

(569,948)

Net earnings (net loss) for the period

1,811,813

(2,860,647)

1,581,562

(277,492)

Basic net earnings (net loss) per share

0.0685

(0.1107)

0.0598

(0.0111)

Diluted net earnings (net loss) per share

0.0677

(0.1107)

0.0592

(0.0111)

 

Other Information

 

Balance Sheets as at

August 31,

February 28,

2007

2007

($)

($)

 

 

Cash and cash equivalents and short-term investments

42,080,588

40,444,349

Mining properties

12,296,478

9,738,536

Other assets

10,128,449

9,223,966

Total assets

64,505,515

59,406,851

Shareholders equity

60,793,941

56,184,731

Since its incorporation, the Company has not paid any cash dividends on its outstanding common shares. Any future dividend payment will depend on the Company’s financial needs to fund its exploration programs and its future financial growth, and any other factor that the board deems

2/10

necessary to consider in the circumstances. It is highly unlikely that any dividends will be paid in the near future.

Exploration Activities from Continuing Operations
Activities Summary

During the quarter ended August 31, 2007, the Company’s exploration costs totalled $2,404,282 in comparison with costs of $1,522,404 for the same period in 2006. During the first six months of the fiscal year, the Company’s cumulative exploration expenses totalled $4,700,176 in comparison with expenses of $1,850,860 for the same period in 2006. During that period, the Company was particularly active on the Coulon JV, Poste Lemoyne Extension, Corvet Est, Laguiche, Nichicun, and Wabamisk projects.

In the last quarter, the Company carried on with its vast exploration program on the Coulon JV property (100% Virginia), located 15km north of the Fontanges Airport, in the Quebec Middle North territory. Breakwater Resources Ltd. (“Breakwater”) has the option to acquire a 50% interest in the property in exchange for payments totalling $180,000 and $6.5 million in exploration work.

Work carried out on the Coulon JV project during that period included diamond drilling (20 holes) totalling 9872m, ground (InfiniTEM) and borehole pulse-EM geophysical surveys as well as prospecting and geological mapping. Drilling particularly targeted lens 44 with nine new holes completed during the period. Results were very much encouraging since several large mineralized intersections with good values in base metal were intercepted. Best results include 8.39% Zn, 0,95% Cu and 47.83 g/t Ag over 10.5m (hole CN-07-77B), 4.2% Zn, 0.95% Cu and 25.47 g/t Ag over 26.15m, including an interval that returned 9.35% Zn, 0.96% Cu and 32.46 g/t Ag over 6.7m (hole CN-07-75) and 2.28% Zn, 1.63% Cu and 26.64 g/t Ag over 23m, including a richer section grading 8.66% Zn, 1.21% Cu and 8.82 g/t Ag over 5m.(hole CN-07-83). This intersection, located at a vertical depth of 400m is the deepest one obtained to date in lens 44, which is north-south oriented and is d ipping vertically to steeply to the west. It is now confirmed over a lateral distance of 275m and to a vertical depth of 400m and it remains totally open at depth. Additional drilling is currently in progress on this lens.

Four holes tested lens 43 and confirmed the continuity of the mineralization over a lateral distance of 340m and to a vertical depth of 380m. New results include intersections grading 2.22% Zn, 2.8% Cu and 22.06 g/t Ag over 9.65m (hole CN-07-79) and 4.47% Zn, 1.24% Cu and 10.9 g/t Ag over 5,8m (hole CN-07-84). Lens 43 is NE-SW oriented and seems to present a variable dip towards the northwest. It remains open in all directions and additional drilling is foreseen to pursue the evaluation of this mineralized lens .

Four new holes tested the lateral and depth extensions of lens 9-25. The continuity of the mineralized zone was confirmed to a vertical depth of 500m under the surface. Holes drilled to verify the south extensions of the mineralization and those at great depth didn’t intercept any significant mineralization. Additional drilling is planned to test the extensions of lens 9-25 at depth and to the south.

Prospecting and geological mapping conducted in the summer of 2007 led to the discovery at surface of a new, promising mineralized showing located several kilometres WNW of the area hosting already known lenses. The Spirit showing consists of a semi-massive to massive

 3/10

sulphide mineralization rich in chalcopyrite and sphalerite, with lesser quantities of galena. The Spirit showing is hosted by sillimanite gneisses representing metamorphosed felsic volcanics and is associated with a beepmat conductor followed over a lateral distance of 80m, in a general north-south direction, and in a width of 4 to 7m. This conductor remains totally open laterally since it disappears at both ends under a thick overburden cover greater than the investigation depth of the beepmat survey. Three unexplained, airborne EM conductors lie in the vicinity of the Spirit showing. Seven selected grab samples were collected in small trenches over a lateral distance of 30m along the beepmat conductor. These samples yielded excellent results varying between 0.82 to 7.22% Cu, 0.28 to 12.95% Zn, 36.6 to 200 g/t Ag and up to 1.24% Pb. Channel sampling on the Spirit showing and a ground geophysical survey (Maxmin and Mag) are currently ongoing and will be followed by diamond drilling.

Virginia is extremely encouraged by the new results of the current campaign. The discovery of the Spirit showing in a virgin area have prompted Virginia to proceed with new territory acquisitions to cover possible extensions of the fertile belt towards the west and southwest of the Coulon JV property. Over 1700 new claims were recently map designated and the confirmation from the MRNF is expected shortly. The property now covers the Coulon volcanic belt over more than 90km. Recent drilling assay results are also very encouraging since they prolonged significantly the extensions of lenses 43, 44, and 9-25. A third drill has recently been mobilized on the project to accelerate the drill program, which will keep going throughout the fall of 2007, while carrying out geological surface work. Breakwater’s exploration expenditures amounted to $ 3,441,064 in the last quarter .

During the summer of 2007, the Company was also relatively active on many other projects in James Bay (Laguiche, Nichicun, Wabamisk and Éléonore Regional). Work on these projects acquired in the spoor of the discovery of Éléonore mainly consisted of prospecting, geological reconnaissance and soil geochemical or bottom-lake sediments surveys in order to identify new targets for gold and base metals. Work is still in progress on some of these projects and assay results are yet to come. There is some time to go before being able to evaluate the full potential of these projects.

On August 23, 2007, the Company announced that it entered into agreement with Breakwater on the Lac Gayot project, located in the James Bay region of Quebec. Québec. Under the terms of the agreement, Breakwater has the sole and exclusive right and option to earn an undivided 50% beneficial interest in the property in exchange for $10 million in exploration work over a 9-year period and cash payments totalling $170,000 on or before the 4 th anniversary of the agreement. Virginia will be the operator until the completion of a positive pre-feasibility study. This agreement is subject to a 1% NSR in favour of Billiton Resources Canada. The Lac Gayot property consists of 116 claims covering 4,947.12ha and 3 mining exploration permits covering a surface area of 15,437ha. The property covers entirely the Venus Archean greenstone belt which consists dominantly of ultramafic MgO-rich sills and flows. This ultramafic sequence is the host to twelve nickel-platinum-palladium mineralized zones d istributed over a strike length of 25km. Values of 0.5-15% Ni and values of up to 17.2 g/t Pd-Pt were obtained at surface while drill intersections graded up to 9.03% Ni, 0.6% Cu, 9 g/t Pd-Pt over 2.55m and 2.20% Ni, 1.41% Cu, 2.29 g/t Pd-Pt over 11.4m.

On August 29, 2007, the Company announced that it entered into agreement with Strateco Resources Inc. (“Strateco”) pursuant to which Strateco acquires a 100% interest in 88 claims

4/10

located in the James Bay region of Quebec, in exchange for the issuance to Virginia of 3,250,000 common shares of Strateco. The agreement is subject to a 2% net smelter return (NSR) in favour of Virginia. Strateco may buy back 1% of the royalty for $1 million. Furthermore, a staking request for 104 claims was recently filed, thus bringing the property to 192 claims.

The Apple property hosts gold showings and a uraniferous deposit discovered by Inco in the 70’s. Inco reports a resource (that does not meet the National Instrument 43-101 standards) of approximately 9 million pounds of uranium at a grade of 0.054%U 3O 8.

Subsequent Event

The Company announced in September 2007 the signing of an amendment to the Coulon JV Project Agreement pursuant to which Virginia optioned to Breakwater Resources Ltd. (“Breakwater”) the Fontanges Sud and Coulon Pitaval properties, located to the south and to the north of the Coulon JV property respectively. With this amendment, the Fontanges Sud and Coulon Pitaval properties are now merged with the Coulon JV property, thus bringing the surface area of the new property to over 1600km 2.

According to this new agreement, Breakwater has the option to acquire a 50% interest in the Coulon JV property in exchange for $7.5M (formerly $6.5M) in exploration expenditures over a 9-year period (formerly 8 years) and payments totalling $180,000 over a 4-year period. Virginia will remain the operator until the completion of a pre-feasibility study.

Result of Operations from continuing operations

The Company reported net earnings of $1,811,813 for the current quarter compared to a net loss of $2,860,647 for the preceding quarter. Net earnings for the six-month period ended August 31, 2007, stood at $1,581,562 compared to a net loss of $277,492 for the same period in 2006.

The Company increased its participation in fixed-interest securities thus causing a decrease in dividend income and interest income for the current periods compared to comparative preceding quarters.

The Company also receives fees for its role as the operator of projects in its various partnerships. During the current quarters, the Company received fees from GoldCorp on the Corvet Est project, from Breakwater on the Coulon JV, Trieste, and Lac Gayot projects, and from MacDonald Mines on the LG 3.5 project. The Company received fees from Goldcorp on the Corvet Est project during the two first quarters of 2006, and from Breakwater on the Coulon project during the second quarter of 2006. Option payments received in excess of cost of mining properties and the gain on sale of mining properties have been recognized in earnings following agreements with partners during the preceding exercise. During the current quarter, the Company sold its Apple property in consideration for 3,250,000 common shares of Ressources Strateco and a 2% production royalty. The $5,998,056 fair market value of these shares was reduced by 12%, taking into account their legal 4-month holding period.

Stock option grantings of April 6, 2006 and July 19, 2006 explain mainly the decrease variance in professional and maintenance fees for the current periods. The increase in management fees

5/10

mainly results from an increase in the Company’s exploration work during the current quarters. Excluding the transaction-related bonus of $370,000 allocated to directors, officers and employees in connection with the transaction involving Goldcorp during the preceding corresponding first quarter, the rent and administrative fees increased by $144,000 approximately during the current quarters. This amount includes a donation of $100,000 to the Fond Restor-Action Nunavik Inc. for the rehabilitation of some abandoned exploration mining sites located in the Nunavik, Quebec North. Also, since March 1, 2007, cash remuneration is paid to the members of the board of directors. The Company increased its advertising budget for the current periods, resulting in an increase in advertising, exhibitions and travelling expenses. The variation in general exploration costs is mainly explained by a lower cost of remuneration attributed to the granting of stock options, compared to a higher cost of rem uneration for the preceding comparative periods. The Company abandoned the Clarkie property during the current first quarter and wrote off 32.5 % of the Willbob property during the current second quarter.

During the current period, a provision for capital loss in short-term investments has been recognized in order that certain investments be accounted for at the lower of cost and market value. A provision for capital loss was also recognized during de first quarter of the preceding exercise for the same reasons. A 10% illiquidity discount was applied to long-term investments taking into account the investments in asset-backed commercial paper.

Comprehensive Loss

The Company adopted on March 1, 2007, Chapter 1530 “Comprehensive Loss”. A difference of $4,998,383 between the book value and the fair value of investments available on sale was accounted for as an adjustment of the opening balance of “Other cumulated elements of comprehensive loss”. A future income tax liability of $880,965 was accounted as a diminution of this difference for a net amount of $4,117,418. A future income tax asset, not previously posted, was also accounted as an adjustment related to the application of Chapter 1530.

During the period ended August 31, 2007, the variation between the fair value of the short-term investments and their book value decreased by $758,061. A future income tax liability of $133,608 was deducted from this amount. Further to the decrease in future income tax liabilities, a writedown of the same amount in the future income tax asset was posted to the results of the period.

Quarterly Information

The information presented below details the total revenues, overall net earnings (net loss), and the net earnings (net loss) per participating share from continuing operations of the last eight quarters.

6/10

Quarter
Ended

Total
Revenues

Net Earnings
(net loss)

Net Earnings (net loss)
per Share

Basic

Diluted

2007-08-31

6,456,635

1,811,813

0.0685

0.0677

2007-05-31

991,047

(230,251)

(0.009)

(0.009)

2007-02-28

2,666,810

58,765

0.002

0.002

2006-11-30

986,255

437,369

0.017

0.017

2006-08-31

758,823

(2,860,647)

(0.111)

(0.111)

2006-05-31

4,844,195

2,583,155

0.107

0.107

2006-02-28

653,645

4,849,054

0.214

0.206

2005-11-30

422,982

(168,263)

(0.007)

(0.007)

The information presented below details the total revenues, overall net earnings (net loss), and net earnings (net loss) per participating share from the discontinued operation of the last eight quarters.

Quarter
Ended

Total
Revenues

Net Earnings
(net loss)

Net Earnings (net loss)
per Share

Basic

Diluted

2007-08-31

2007-05-31

2007-02-28

2006-11-30

2006-08-31

2006-05-31

2006-02-28

540,795

0.024

0.024

2005-11-30

(79,023)

(0.003)

(0.003)

Liquidity and Capital Resources from Continuing Operations

During the three-month period ended August 31, 2007, cash flows provided from operating activities amounted to $1,731,620 compared to an increase of $1,107,174 during the corresponding three-month period ended August 31, 2006. During the six-month period ended August 31, 2007, cash flows from operating activities amounted to $1,948,437 compared to an increase of $2,144,141 for the corresponding period in 2006. These variations for both quarters are primarily due to the increase in accounts receivable and accrued liabilities.

Cash flows from financing activities include the issuance of shares under private placements and the exercise of stock options and warrants. For the three-month period ended August 31, 2007, 17,500 shares were issued further to the exercise of stock options for a cash consideration of $73,235 and there was no issuance for the three-month period ended May 31, 2007. For the three-month period ended August 31, 2006, 600,000 shares were issued to Billiton Resources Canada in consideration of the latter's 50% interest in the Lac Gayot property and for the three-month

7/10

period ended May 31, 2006, 1,210,406 shares were issued to Goldcorp for a cash consideration of $5,047,393.

The exercise of stock options and warrants caused an increase in cash flows from financing activities by $2,761 for the three-month period ended August 31, 2006. Such increase amounted to $428,688 for the six-month period ended August 31, 2006.

The Company ’ investing activities consist primarily of the additions to mining properties and increase in exploration costs and in the purchase and sale of short-term investments. The additions to mining properties and exploration work required disbursements of $2,265,602 for the three-month period ended August 31, 2007, and of $1,025,945 for the three-month period ended August 31, 2006. Such disbursements were $3,023,503 for the six-month period ended August 31, 2007, and $1,300,572 for the six-month period ended August 31, 2006. During the three-month periods ended August 31, 2007, the decrease in short-term investments was $2,033,044, compared to an increase of $3,847,960 for the three-month period ended August 31, 2006. The decrease in short-term investments was $4,120,696 for the six-month period ended August 31, 2007, compared to an increase of $3,111,064 for the six-month period ended August 31, 2006. Because of current liquid asset problems linked to asset - -backed commercial paper that we own, we had to reclassify these investments as long-term investments.

Contractual Obligations

The Company has no contractual obligations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Related Party Transactions

The Company entered into the following transactions with companies owned by directors:

 

 

Three-Month Periods ended August 31,

 

2007

 

2006

 

$

 

$

 

 

 

 

Expenses capitalized in mining properties

373,731

 

202,804

Management fees

157,885

 

52,340

Rent, office expenses and bonuses

184,567

 

474,321

Travelling

16,903

 

8,704

Advertising and exhibitions

172

 

1,228

General exploration costs

57,355

 

12,202

 

790,613

 

751,599

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

These amounts are due to the fact that the Company has no employee and that all services are provided by management companies.

8/10

Mining Properties Accounting Values

At the end of each quarter, exploration works done on mining properties are reviewed to evaluate their potential. Following this analysis, write-offs are done if needed.

Summary of significant accounting policies

The significant accounting policies are summarized in the annual management’s discussion and analysis joined with the annual financial statements of Virginia Mines as at February 28, 2007. The accounting policies used for the three-month and six-month periods ended August 31, 2007, are in accordance with those used in the audited annual financial statements of Virginia Mines except for the new accounting policies defined in note 2 of the quarterly report of August 31, 2007.

Financial Instruments
Fair value

Cash and cash equivalents, amounts receivable and accounts payable and accrued liabilities are financial instruments whose fair value approximates their carrying value due to their short-term maturity or to current market rates. Short-term investments were accounted to their fair market value according to new accounting standards, which are described in Note 2 of the financial interim financial statements as of August 31, 2007.

Disclosure of Outstanding Share Data

The Company may issue an unlimited number of common shares, without par value. As at October 12, 2007, 26,471,698 common shares are outstanding.

The Company maintains a stock option plan under which stock options may be granted up to a maximum of 10% of the number of shares outstanding. As at October 12, 2007, 1,234,500 stock options are outstanding. Their weighted average exercise price is $4.44 and the expiry date varies from April 6, 2011, to July 16, 2017.

As at October 12, 2007, 484,162 purchase warrants are outstanding. Their exercise price is $5.84 and they expire in November 2007.

Risk Factors and Uncertainties

There have been no significant changes in the risk factors and uncertainties facing the Company, as described in Virginia Mines’ annual Management's Discussion and Analysis of February 28, 2007.

9/10

Other

As at August 31, 2007, included in long term investments were third party-sponsored asset backed commercial paper (“Third Party ABCP”) with the par value of $3,800,000. These investments have been classified as Hold to Maturity on initial recognition and are carried at amortized cost totalling $3,793,467. During the month of August, the Canadian Third Party ABCP market experienced liquidity problems. As a result, in some cases, as notes matured certain Canadian Third Party ABCP programs were unable to raise funds from new issuances and therefore were not able to refund maturing notes. At this time, the conduits are subject to a proposal which calls for the notes to be converted into floating rate notes which better match the duration of the underlying assets to address the liquidity problem.

Maturity dates on outstanding ABCP’s go from August 23, 2007 to October 10, 2007, and repayments in the amount of $300,000, due before August 31, 2007, were not repaid and amount of $3,500,000 due between August 31, 2007 to October 10, 2007 were not repaid also.

While the credit rating of the investments is under review, at the time of investment they were rated R1-high for $3,500,000 and R1-middle for $300,000 by Dominion Bond Rating Service, the highest credit rating for this type of investment. Given that these investments are classified as held to maturity, they are tested for “other than temporary impairment” when there is an objective evidence of impairment. An impairment loss of $380,000 representing the difference between the fair value and amortized cost of investments was recorded on the basis that it is probable that the Company will not be able to collect all amounts due according to the original contractual terms. As there was no market data available, the management estimated the fair value by discounting the expected future cash flows according to the probability of recoverability of principal and interest. It is reasonably possible that actual timing and amount ultimately recovered may differ materially from this estima te.

Disclosure Controls and Procedures

During the quarter ended August 31, 2007, there was no change in the internal control over financial reporting that has most reasonably will have an important influence on the internal control of financial reporting.

Additional Information and Continuous Disclosure

This Management’s Discussion and Analysis has been prepared as at October 12, 2007. Additional information on the Company is available through regular filings of press releases, reports on significant changes, financial statements, circulars, and its annual information form on SEDAR (www.sedar.com).

(s) André Gaumond

 

(s) Gaétan Mercier

President and CEO

 

Chief Financial Officer and Secretary

10/10

EX-4 5 certificaag.htm CERTIFICATE CERTIFICATION

FORM 52-109F2

MODIFIED CERTIFICATION OF INTERIM FILINGS

I, André Gaumond, President of VIRGINIA MINES inc., certify that:

1. I have reviewed the interim filings (as this term is defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings) of. VIRGINIA MINES Inc. (the issuer) for the interim period ending August 31, 2007

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared ;
(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Dated October 15, 2007

(s) André Gaumond, President

EX-5 6 certificagm.htm CERTIFICATE Certification

FORM 52-109F2

MODIFIED CERTIFICATION OF INTERIM FILINGS

I, Gaétan Mercier, C.F.O of VIRGINIA MINES inc., certify that:

1. I have reviewed the interim filings (as this term is defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings) of VIRGINIA MINES Inc. (the issuer) for the interim period ending August 31, 2007

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared ;
(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Dated October 15, 2007

(s) Gaétan Mercier, C.F.O

GRAPHIC 7 virginialogo.gif COMPANY LOGO begin 644 virginialogo.gif M1TE&.#EA/0%'`/>[`+_4S("`@$Q!(L#`P.;@T28@$;*B<];-M'2%9\S!HD1Z M80```'^JFJ>58')B,_GX]+7`JT!`0.SHW:636YZ+4.#@X-G1N?#P\/+PZ(YZ M/]#0T+^RBH5R.ZN:9SDQ&:"@H"\H%1`0$%]1*KBJ?WMJ-VA:+M+)K@D(!$(Y M'<6YEA,0")"0D+"PL"`@(%!04,&UC_O\_-_9Q;7+PAP8#,/7SU5))G!P_T\O'T\C`P,*K"MV!@8"A/,)2OH=_JYFF)=,?:T]?DW^?O[,7/ MQ\_?V2-**86`<>+HXS%6.*>WJHJ?C8F>C4]N5)F8E,OF5@4&]B M.GN3?VMA07YQ2HNRHV)9/JB:;DEL4M/BW'MQ4659-=S8SDDR,@&.GHY'EQ68R(?%M_8LG!J9F1>=?7QDE'1%50 M0-70P8>OH+3+P)^,4N#:Q[6PH:*9?5Q833]S5Y:1@5V*=/7X]WVGEK/,P^/@ MV,"WDLF^G<>\FFEA27]X98^TIJ*18K[&L>;LY\*YG<:[F,+2RK^XI7F+<%)) M+<#!IJJND*:@D9*"4T!B1K/'O+FXM)2"2Q0^&Q,]&YB#1/___P`````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````"'Y!`$``+L`+``````]`4<```C_`'?M*A)H$H.# M"!,J7,C@$)I4ED2]F$AQU2,`IAAJW,@1(2$TG02*'$FRI,F3*%.J7,FRIO8,-^!0!!E]FSNAH<0)"KK=NW<./*G>L6!X`A6O/JW+/G[,`8%.YM.G3 MJ%U:RNOAB77=E5^./ M0*[4&XXLDB?ACF[Q`4`A03;I9$G.P9?CD4B*=L236#[YG91%SJ?CB[0!($66 M9`;Y7GA3(EF2Z$5UYY\:1]> M@":ZH(J#E%BMN>$ M6,AXZJO:;?^IZJ5?4F=7G;#FJMR9T(5:*W%*JH>2!`2@A`$!R#Y@$K$8C'2L M!`(EFQ*S)"%;[$D/6*LMM%,]$$,"!G10F`$&)!"#LBH1B^Y)SXZ4+0'KOF0M M2`WK:,(WU%2`@B;M8$)#7-&P04BB1OQ MQ0:8T&Q,%EA\L<,;FV3!QVAQN\L(%W=@,DD01VR`2"B3K(L:+A&`UA5:Y2D> MK502%R:")TD@LRXHK,!RQ"*D,70&+8ADP-`1)_"2!1,XRD$)`I3``6<34"SR MTHB(M,''_IK4%+``#R,EX0$)#8L``@B'-URV2AC$79@(*BP0 M00"HC_$X6IF@!`<((C3,`0H%G-"T0`]8CGG#-)N41P$H;'T6"1Z5J%(%8#1<0`L!:'!2!9N@Y4$(-IB_ MRP4#V('P"2X,4$%)%>2!,`D+!##``%HX0\/PD"\*<"8#!0A!`+PFD@N(`2T% M8*!)!O!`1X&`!RQPWT@TL(>+J0(E%1#$63)`/PV*I`*VV%__!B#!E(RM,`XP MH54JI1F\U0<]R'%)U1PE@ONEQ&9F$4$(_V2X"]$5)@0J05@-U#:2%SJJ#RB) M@:,R,`,>$!%F9Q'``%3",$Q@CK)6(L3!I4 M8K$:H)$DFC0+(5."L$.6Q(F%$0`+2O*`6)ZE!`NX(DFDJ`L!&"TE7>3,`C)) MMG^)I(N^%*6C'$!*EAASA'S,BJP`Q$KB:$HF>N0,!X9Y$B#J0@6$*TDN=;%+ M;7(FFR.)9N*Z*?\03W)&!?Q$B0D<`(*`DD2?:)EF&4V)6H28*ISB^(,V(-L.)Q6[4TF_H2A347RTIT2 M]:2%O&=`HZH^?AKU+`7-"DO-DM.3Q*T`Q8S8&Q962:+N@J(L>8!9=N1% M9[C8Z&)NA<>85-51<62K+O@WU9%@5:A:+J"Q#@-ITPI)QD,;G0R@H$N)SI@`2#:D_0MJ1J&5C`)1HVA;Q<3Z^) M*1BB:N+.PF0@G"+1(PF1:M;;9C68W1QK!M8GPZ]6$GE8X6U9;6M<@;CW+`2\ MIF>;BQ9NLH29-:#<8G5!![T("KNSJ0W0:C+@BQK6++:D+&=P6Q**2L`$BRV! M"EI`Q'GB\RKRI:QE*Q8Q"^BWF6Z%JTIB-@.CG:TP<\O+IQ`LEW-2!;ER8^&PB2!VEQKH`(%HK)A("`OB"=;W!$+!`.914L&N,767J8KA7*JJ`E#-C$)M92A!3'P_R_[PR$P$D/B#3MR*L`$J^5P+V M;`%M:6O/Y@(JDW5:7Y%TES.W4%:522]Y,$4/%:8SS':42A8]2YB$.4I M"H#"L2:TDT?R6L[[:U);2H/XL67T(983@[";RSJ.U=:"`"D3`UC(L<@7B>6)HB-DE:&_;&#^/: MN:%>&GBS8@0I'-I+VO^+2X7RDY63^[$4?CQ!PW%I7H*W5"`OEK(63M+O(%K\ M:X:,@$S#7=Y"DP2S'_-XNG.=DF-#S<%Z<;FHX/*SO`SX+!%FR6'Y>W.!#/@, M)\FYW$+K\F;^/)^#+OJX28+CQ'*=H6[UIP/F3G<'T)4S))@Y5:2^6K>TBC1Y M:3M:5/#,E6S=RN@-;\.@6!*GH\40^>KES(E.W[63Y+Y=1WQ_W?K&&;3`!Z@+ MO0W&T+`D[(7O*2>V][)RYBNW6>LU?SN*1S+@V-+WGI$WY.337GE:1DSIT%8W MT-DLTX4'T;150;UB6KN738,5OH:/O>8SOPO!ZT(6)BE[C%%2=DO>E+CB5DG_ MZQ,O>RR;Q&(>`'5)K%]=O6ARZFW1;E^UXGBS+!OYM__QJ/Y1?&Q&8P<7C$A#`E$%#6]P6-Y"@4<"ULYX0EX7RZ,`,'$T13 MB#L+!WP3)7SD-D+MEQ(#E@%[L!?`-'4Q\E1^@5`>_P!]XB=V9W$&3/ADF.<( MUG1U4K,L\N,H&Q`R`I%+&:`"#<=M:E2)N_``KP4&+:&$U.8HH.:-A6$&-F5\9S$+RJ0%9B!Q'T,\)Q`!1.2,G*$' M`O%KI;<24:5TZ\@9<[`('],&-B5DNB83!_"-!`'10 MDS,)DPL@DP6@ESHY7U;1196@(U57&C;``V>G$BO``O]C$A7P/RM@0A6P`O]C M6O_#`IGY/ZJIFA\0`&TI$!?``@'@`A$0`2W0`K49`2X0`!]`C"/Q`9RI;?`S M`!^@9`-`FC;U/_[3$IA0`BAY11=`F@-P11H`FOFB%.8!=$,'\?6J+ZX02LL'HFNJ)5$1``.S\_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----