6-K 1 minco6k0829.htm Filed By Filing Services Canada Inc. 403-717-3898


SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C.  20549



FORM 6-K

Report of Foreign Issuer

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



For the month of:  August 2003



Commission File Number 0-22617


Minco Mining & Metals Corporation

(Registrant's name)


1055 West Hastings Street, Suite 1980

Vancouver, British Columbia, Canada  V6E 2E9

(Address of principal executive offices)



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

Form 20-F    P        

Form 40-F    ___


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    P           


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



 


All reference to dollar or $ is in Canadian dollars unless otherwise stated.

(Page 1 of  2)

 


 


1.

First Quarter Financials


A copy of the Registrant's Second Quarter Unaudited Financial Statements for the period ending June 30, 2003.



2.

Exhibits


2.1

Confirmation of Mailing Letter


2.2

Form 51-901F - Schedule A


2.3

Unaudited Financial Statements for the period ending June 30, 2003


2.4

Form 51-901F - Schedule B and C


2.5

Schedule B


2.6

Schedule C








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.




MINCO MINING & METALS CORPORATION



/s/ William Meyer

Date:    August 29, 2003


William Meyer


 


 

MINCO MINING & METALS CORPORATION

1980 - 1055 West Hastings Street

Vancouver, B.C.    V6E 2E9

Ph:  604 - 688-8002

Fax:  604 - 688-8030


EXHIBIT 2.1

August 29, 2003



VIA SEDAR


B.C. Securities Commission

and

Ontario Securities Commission



Dear Sir or Madam,


                    RE:        Minco Mining &Metals Corporation Confirmation of Mailing


I confirm that, as of the above date, a copy of the Company's second quarter report on Form 51-901F and financial statements for the period ending June 30, 2003, was mailed to all  shareholders on the Company's supplemental mailing list.



Yours truly,


Minco Mining & Metals Corporation


"Mar Bergstrom"


Mar Bergstrom



/mb





 

EXHIBIT 2.2


QUARTERLY AND YEAR

 END REPORT

BC FORM 51-901F

(Previously Form 61)

BCSC    

British Columbia Securities Commission


Incorporated As Part:______X_Schedule A

Schedule B and C


ISSUER DETAILS

Name of Issuer

For Quarter Ended

Date of Report

YY/MM/DD


MINCO MINING & METALS CORP.


June 30, 2003


2003 August 28

Issuer's Address

Issuer's Fax No.

Issuer's Telephone No.


#1980 - 1055 West Hastings St.

Vancouver, BC V6E 2E9


604.688.8030


604.688.8002

Contact Person

Contact's Position

Contact's Telephone No.


Ken Cai


President & CEO


604.688.8002

Contact Email Address

info@minco-mining.com

Web Site Address

www.minco-mining.com


CERTIFICATE

The three schedules required to complete this Report are attached and the disclosures contained herein has been approved by the Board of Directors.  A copy of this Report will  be provided to any shareholder who requests it.

Director's Signature


"William Meyer"

Print Full Name:


William Meyer

Date Signed

YY/MM/DD

 2003/08/28

Director's Signature


"Ken Z. Cai"

Print Full Name


Ken Z. Cai

Date Signed

YY/MM/DD

2003/08/28

     







EXHIBIT 2.3






MINCO MINING & METALS CORPORATION

(An exploration stage enterprise)


Consolidated Financial Statements


June 30, 2003 and 2002


(Expressed in Canadian Dollars)






Index



Consolidated Balance Sheets


Consolidated Statements of Operations and Deficit


Consolidated Statements of Cash Flows


Notes to Consolidated Financial Statements




MINCO MINING & METALS CORPORATION

       

(An exploration stage enterprise)

         

Consolidated Balance Sheets

           

(Unaudited - Prepared by Management)

         

(Expressed in Canadian Dollars)

 

 

 

 

 

   

 

June 30, 2003

 

 

December 31, 2002

ASSETS

           
             

Current

           

  Cash and cash equivalents

 

$

1,333,524

 

$

40,681

  Marketable securities

   

11,813

   

61,918

  Sundry receivable

   

131,811

   

62,724

  Prepaid expenses and deposits

 

75,581

 

 

38,606

             
     

1,552,729

   

203,929

             

Mineral interests (Note 4)

   

100

   

100

Discount on convertible debenture (Note 6)

 

91,225

   

-

Capital assets (Note 3)

 

 

74,546

 

 

82,672

 

 

$

1,718,600

 

$

286,701

   

 

 

 

 

 

LIABILITIES

           

Current

           

  Accounts payable and accrued liabilities

$

405,917

 

$

431,444

Convertible debenture

 

 

580,600

 

 

-

 

 

 

986,517

 

 

431,444

   

 

 

 

 

 

SHAREHOLDERS' EQUITY (DEFICENCY)

         

Share capital (Note 5)

   

10,850,433

   

10,836,933

             

Share subscription (Note 5)

       

1,327,506

     
                 

Contributed surplus (Note 6)

   

203,932

   

6,148

             

Deficit

 

 

(11,649,788)

 

 

(10,987,824)

   

 

 

 

 

 

 

 

 

732,083

 

 

(144,743)

   

 

 

 

 

 

 

 

$

1,718,600

 

$

286,701

Commitments (Note 9)

 

 

 

 

 

 

 

Approved by the Directors:

"Ken Z. Cai"

 

"William Meyer"

 

 

Ken Z. Cai

 

William Meyer

 

 


 

MINCO MINING & METALS CORPORATION

               

(An exploration stage enterprise)

               

Consolidated Statements of Operations and Deficit

               

(Unaudited - Prepared by Management)

               

(Expressed in Canadian Dollars)

               

 

 

Three Months Ended June 30, 2003

 

Three Months Ended June 30, 2002

 

Six Months Ended June 30, 2003

 

Six Months Ended June 30, 2002

Interest and sundry income

$

              403

$

              383

$

             722

$

          8,477

 

               

Exploration costs

 

         36,337

 

       217,216

 

       103,015

 

       330,590

 

               

Administrative expenses

               

  Accounting and audit

 

         17,925

 

         10,800

 

        17,925

 

        14,800

  Advertising

 

           4,189

 

              613

 

          5,180

 

          2,234

  Amortization of capital assets

 

           6,191

 

           6,553

 

        12,382

 

        13,191

  Amortization of discount on convertible debenture

 

           3,537

 

                -   

 

          4,509

 

               -   

  Consulting fees

 

         35,431

 

         10,761

 

        40,431

 

        12,711

  Interest on convertible debenture

 

         14,436

 

                -   

 

        18,402

 

               -   

  Legal

 

           7,448

 

         11,722

 

        12,491

 

        14,081

  Listing, filing and transfer agents

 

         22,460

 

         14,367

 

        38,474

 

        23,568

  Management fees

 

           4,714

 

         18,258

 

        13,777

 

        36,025

  Office and miscellaneous

 

           8,078

 

         24,696

 

        11,163

 

        47,716

  Property investigation

 

         27,084

 

           1,424

 

        50,197

 

          3,285

  Promotion and government relations

 

         51,098

 

         29,214

 

        78,978

 

        47,436

  Rent

 

         16,988

 

         21,832

 

        34,115

 

        42,237

  Salaries and benefits

 

         48,569

 

         48,223

 

        97,485

 

        96,919

  Stock based compensation

 

       101,079

 

                -   

 

       102,050

 

               -   

  Telephone

 

           1,911

 

           3,153

 

          2,951

 

          4,900

  Travel and transportation

 

           4,548

 

           1,985

 

          7,759

 

          1,985

  Foreign exchange loss

 

         11,401

 

                -   

 

        11,401

 

          1,826

 

 

       387,088

 

       203,601

 

       559,671

 

       362,914

 

               

Operating loss

 

      (423,022)

 

      (420,434)

 

      (661,964)

 

      (685,027)

Write down of marketable securities

 

 -  

 

           4,868

 

               -   

 

               -   

Loss for the period

 

      (423,022)

 

      (415,566)

 

      (661,964)

 

      (685,027)

Deficit, beginning of period

 

  (11,226,766)

 

    (9,969,076)

 

 (10,987,824)

 

   (9,699,615)

 

               

Deficit, end of period

$

  (11,649,788)

$

  (10,384,642)

$

 (11,649,788)

$

 (10,384,642)

 

               

Loss per share - basic and diluted

$

            (0.02)

$

            (0.02)

$

           (0.03)

$

           (0.04)

 

               

Weighted average number of common shares

               

  outstanding - basic and diluted

 

   18,613,659

 

   17,177,925

 

  18,604,211

 

  16,781,228



MINCO MINING & METALS CORPORATION

               

(An exploration stage enterprise)

               

Consolidated Statement of Cash Flows

               

(Unaudited - Prepared by Management)

               

(Expressed in Canadian Dollars)

               

 

 

Three Months Ended June 30, 2003

 

Three Months Ended June 30, 2002

 

Six Months Ended June 30, 2003

 

Six Months Ended June 30, 2002

                 

Cash flows from (used in) operating activities

               

  Loss for the year

$

      (423,022)

$

      (415,566)

$

    (661,964)

$

    (685,027)

  Adjustment for items not involving cash:

               

  - amortization

 

           6,191

 

         10,352

 

      12,382

 

      20,790

  - gain (loss) on sale of marketable securities

 

 -  

 

          (4,868)

 

 -  

 

             -   

  - stock based compensation

 

       101,079

 

 -  

 

     102,050

 

             -   

  - amortization of discount on convertible debenture

 

           3,537

 

 -  

 

        4,509

 

             -   

  Change in non-cash working capital items:

               

  - sundry receivable

 

        (22,442)

 

        (20,642)

 

     (69,087)

 

        2,834

  - prepaid expenses and deposits

 

        (26,793)

 

        (30,079)

 

     (36,975)

 

     (68,025)

  - accounts payable and accrued liabilities

 

         27,219

 

         33,600

 

     (25,527)

 

      24,956

                 

 

 

      (334,231)

 

      (427,203)

 

    (674,612)

 

    (704,472)

                 

Cash flows from financing activities

               

  Convertible debenture

 

                -   

 

                -   

 

     580,600

 

             -   

  Shares issued for cash & deposit for share subscription

 

     1,335,006

 

       425,000

 

  1,341,006

 

     425,000

                 

 

 

     1,335,006

 

       425,000

 

  1,921,606

 

     425,000

                 

Cash flows from (used in) investing activities

               

  Acquisition of capital assets

 

          (1,819)

 

           1,144

 

       (4,256)

 

       (7,868)

  Proceeds from sales of marketable securities

     

       206,984

 

      50,105

 

     740,909

  Purchase of marketable securities

 

 -  

 

      (241,112)

 

             -   

 

    (675,038)

                 

 

 

          (1,819)

 

        (32,984)

 

      45,849

 

      58,003

                 

Increase (decrease) in cash and cash equivalents

 

       998,956

 

        (35,187)

 

  1,292,843

 

    (221,469)

                 

Cash and cash equivalents, beginning of period

 

       334,568

 

         28,545

 

      40,681

 

     214,827

                 

Cash and cash equivalents, end of period

$

     1,333,524

$

          (6,642)

$

  1,333,524

$

       (6,642)


 


MINCO MINING & METALS CORPORATION

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

June 30, 2003

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)



1.

Nature of Operations

The Company was incorporated under the laws of British Columbia, Canada and is in the business of mining exploration.

These consolidated financial statements have been prepared on a going-concern basis, which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business.  The continued operations of the Company and the recoverability of amounts shown for mineral interests are dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete the development of the projects, and on future profitable production or proceeds from the disposition thereof.

2.

Change in Accounting Policies

a.

Effective January 1, 2002, the Company adopted prospectively a new standard for the accounting for Stock-based compensation and other stock-based payments ("CICA 3870"), as recommended by the Canadian Institute of Chartered Accountants.   

As permitted by the CICA Handbook, Section 3870, the Company adopted the intrinsic value method for stock-based compensation granted to employees of the Company which compensation cost is recognized for stock options granted at prices below the market price of the underlying common share on the date of grant.  The Company is required to provide pro-forma information with regard to its net income as if the compensation cost for the Company's stock option plan had been determined in accordance with the fair value based method prescribed in the CICA Handbook, Section 3870.

For stock options awards granted to non-employees and all direct awards of stocks, the Company applies the fair value method. The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company's common shares and an expected life of the options. The fair value of direct awards of stocks is determined by the quoted market price of the Company's stock.

The adoption of the new accounting policy has no cumulative effect on the prior year's financial statements.


b.

Effective January 1, 2001, the Company has changed its accounting policy to write off exploration costs until such time as reserves are proven.  The result is a writedown of the Company's previously capitalized mineral interests to a nominal value.

The change in accounting policy has been accounted for retroactively.  The effect of the change in policy is to reduce the mineral interest value at December 31, 2001 by $2,450,305, increase the opening deficit at January 1, 2001 by $2,281,370 and to increase the loss for the year ended December 31, 2001 by $168,835.

c.

Effective January 1, 2001, the Company retroactively adopted a new standard for the computation and disclosure of earnings per share, as recommended by the Canadian Institute of Chartered Accountants.  The adoption of the new standard mainly affects the calculation of the diluted earnings (loss) per share amount.  Diluted earnings (loss) per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares.  Under the new standard, the treasury stock method is used to determine the dilutive effect of stock options and other dilutive instruments.  The treasury stock method assumes that proceeds received from the exercise of stock options and warrants are used to repurchase common shares at the prevailing market rate.

The adoption of the new standard has no effect on the calculation of diluted earnings (loss) per share amount for the prior period as the effect of common shares issuable upon the exercise of warrants and stock options of the Company would be anti-dilutive.  Therefore, basic and diluted earnings (loss) per share would be the same.


MINCO MINING & METALS CORPORATION

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

June 30, 2003

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)


 

3.

Significant Accounting Policies

a.

Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned British Virgin Island subsidiary, Triple Eight Mineral Corporation ("Temco"). All material inter-company balances have been eliminated.


b.

Use of Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period.  Actual results may differ from those estimates.

c.

Capital Assets

Amortization is provided as follows:

Motor vehicles

30% per annum, declining-balance basis

Mining equipment

30% per annum, declining-balance basis

Computer equipment

30% per annum, declining-balance basis

Office equipment and furniture

20% per annum, declining-balance basis

Leasehold improvements

5 year, straight-line basis

   

Amortization is provided at half the annual rate in the year of acquisition.

d.

Cash Equivalents

Cash equivalents usually consist of highly liquid investments which are readily convertible into cash with maturity of three months or less when purchased.  As at June 30, 2003 and December 31, 2002, cash equivalents consist of bank redeemable term investment certificates.

e.

Marketable Securities

Marketable securities are stated at the lower of cost and market value.  As at June 30, 2003, marketable securities consist of bonds issued by the Government of Canada.  The market value is $11,813 (December 31, 2002 - $61,918).

f.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares using the treasury stock method.  The treasury stock method assumes that proceeds received from the exercise of stock options and warrants are used to repurchase common shares at the prevailing market rate.



MINCO MINING & METALS CORPORATION

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

June 30, 2003

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)



3.

Significant Accounting Policies   (continued)


g.

Foreign Currency Transactions

The Company maintains its accounting records in its functional currency (i.e., Canadian dollars).  It translates foreign currency transactions into its functional currency in the following manner:

At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date.  At the period end, monetary assets and liabilities are translated into the functional currency by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

h.

Mineral Interests

The Company follows the method of accounting for its mineral interests whereby all costs related to acquisition, exploration and development are expensed when incurred until such time as reserves are proven.

i.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, future income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, measured using substantially enacted tax rates and laws that will be in effect when the differences are expected to reverse.

4.

Mineral Interests

(a)

The White Silver Mountain properties are located in Gansu Province, China.  A joint venture company, Gansu Keyin Mining Co. Ltd. ("Keyin"), was formed to hold the above mineral interests.  In order to earn an 80% interest in Keyin, the Company must expend 40 million RMB (approximately US$4.8 million) on the properties.  

(b)

The Inner Mongolia property (Gobi Gold Project) is located in Inner Mongolia Autonomous Region, China.  Pursuant to a Cooperative Joint Venture Agreement, the Company can earn a 75% interest in the property by spending US$2.5 million over a four-year period.  A joint venture company called Inner Mongolia Damo Mining Co. Ltd. was formed to hold the above noted mineral interests.


The costs incurred on the Company's mineral properties, which are all located in China, are as follows:


 

Costs incurred to December 31, 2002

 

January 1 to March 31, 2003 Exploration costs

 

March 31 to June 30, 2003 Exploration costs

 

Costs incurred to June 30,2003

Currently active properties:

             

  - White-Silver Mountain

$1,349,354

 

$8,089

 

$7,869

 

$1,365,312

  - Inner Mongolia -  BYC

-

 

249

 

8065

 

$8,314

  - Inner Mongolia - Gobi Gold

1,158,745

 

58,340

 

20,403

 

$1,237,488

 

2,508,099

 

66,678

 

36,337

 

2,611,114

Inactive properties:

             

  - Heavenly Mountains

436,519

 

-

 

-

 

436,519

  - Emperor's Delight

100

 

-

 

-

 

100

  - Crystal Valley

100

 

-

 

-

 

100

  - Stone Lake

100

 

-

 

-

 

100

  - Changba Lijiagou Lead-Zinc Deposit

100

 

-

 

-

 

100

  - Chapuzi

100

 

-

 

-

 

100

 

437,019

 

-

 

0

 

437,019

               
 

2,945,118

 

66,678

 

36,337

 

3,048,133

Expensed exploration costs

(2,945,018)

 

(66,678)

 

(36,337)

 

(3,048,033)

 

$100

 

-

 

$0

 

$100

 


MINCO MINING & METALS CORPORATION

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

June 30, 2003

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)



5.

 Share Capital


(a)

Authorized:  100,000,000 common shares without par value

(b)

Issued:

18,640,123

 

Shares

Amount

Balance December 31, 2001

16,380,123

$10,286,933

Issued pursuant to a private placement at $0.25 per share

2,200,000

550,000

Balance December 31, 2002

18,580,123

10,836,933

Issued to employee for stock option exercised at $0.20 per share                                                   

30,000

6,000

Issued to employee for stock option exercised at $0.25 per share                                                   

30,000

7,500

Balance, June 30, 2003

18,640,123

$10,850,433


(c)

As at June 30, 2003, 2,991,322 (2002 - 2,991,322) of the shares issued are held in escrow, the release of which is subject to the direction of the regulatory authorities.

(d)

On July 30, 2003, the company issued 4,409,642 shares for a private placement at $0.35 per share. By June 30, 2003, $1,327,506 has been received as deposit for shares subscribed in the private placement, and is listed separately as "share subscription" in the section of share capital.  This will be brought into share capital in the next quarter.

(e)

Stock Options

During the six-month period, the Company's Board of Directors approved and granted 974,000 stock options to employees and consultants of the Company.  Each entitles its holder to acquire one share of the Company's common share per each option granted.  These options are vested over the period from March 26, 2003 to March 25, 2006 and expire from March 25, 2004 to March 25, 2008.



Stock options outstanding as at June 30, 2003:

 


Shares

Weighted Average

Exercise Price

Options outstanding at December 31, 2002

3,052,000

$ 0.39

Granted

974,000

$ 0.48

Expired

(510,000)

$ 0.42

Options outstanding at June 30, 2003

3,516,000

$ 0.41


The weighted-average fair value of the option granted during the year ended June 30, 2003 was $0.20.

Options Outstanding

 

Options Exercisable



Range of

Exercise

Prices




Number

Outstanding

Weighted

Average

Remaining

Contractual

Life (yr)


Weighted

Average

Exercise

Price

 




Number

Exercisable


Weighted

Average

Exercise

Price

$0.10 - $0.49

1,436,400

3.02

$0.23

 

776,399

$0.11

$0.50 - $1.00

2,079,600

2.65

$0.53

 

1,504,601

$0.39

 

3,516,000

2.80

$0.41

 

2,281,000

$0.42

             

Under CICA Handbook, Section 3870, the Company is required to calculate and present the pro-forma effect of all awards granted.  For disclosure purposes, the fair value of each option granted to an employee has been estimated as of the date of grant using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 5.5%, dividend yield 0%, volatility of 84% to 111%, and expected lives of approximately 5 years.  Based on the computed option values and the number of the options issued, had the Company recognized compensation expense, the following would have been its effect on the Company's net loss:


 

June 30, 2003

Net (loss) for the year:

 

- as reported

$   (423,022)

- pro-forma

(511,559)

Basic and diluted (loss) per share:

 

- as reported

$(0.02)

- pro-forma

$(0.03)

   



6.

Convertible Debenture


During the period ended March 31, 2003, the Company completed a convertible debenture financing of $580,600.  The debenture will pay interest at a rate of 10% per year and will mature in five years.  The debenture will be convertible at any time at the option of the debenture holders into common shares of the Company at a conversion rate of $0.40 per share and the converted common shares will be subject to a one-year hold period from March 6, 2003.  The Company holds the option to pay interest on the debenture in the form of cash or common shares.  

In the application of the CICA Accounting Recommendations 3860: Financial Instruments to the above convertible debt instruments, $95,734 equity elements has been attributed to the equity instrument.  Accordingly, the Company recorded $95,734 contributed surplus and discount on convertible debenture.  The discount on convertible debenture is amortized based on the interest method over the term of the debenture.  During the period, the Company recorded $14,436 interest on convertible debenture and $3,537 amortization of discount on convertible debenture.


MINCO MINING & METALS CORPORATION

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

June 30, 2003

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)


 

    7.         Related Party Transactions


(a)

The Company incurred the following expenses to its directors or corporations controlled by its directors:

 

6 months ended June 30, 2003

6 months ended June 30, 2002

     

Management fees

$13,777

$35,714

Exploration costs

37,176

39,887

Investor relations consulting

4,863

 

 

$55,817

$75,600



(b)

Accounts payable of $29,155 (2002 - 61,965) is due to a director or a corporation controlled by a director of the Company.

8.

Commitments


(a)

The Company has commitments in respect of office leases requiring minimum payments of $865,072, as follows:


2003

$ 182,914

2004

201,345

2005

203,409

2006

207,537

2007

69,867

   


The Company has entered into two sub-lease agreements for a portion of its leased premises and anticipates recovering approximately $108,000 per annum.

(a)

The Teck-Cominco Agreements

The Company has entered into agreements with Teck Corporation ("Teck") and Cominco Ltd. ("Cominco"), both of Vancouver, B.C., Canada on February 19, 1996 and February 20, 1996, respectively (collectively the "Teck-Cominco Agreements").

Pursuant to the terms of the Teck-Cominco Agreements, Teck and Cominco received "earn-in rights" as to the Non-Chinese Interest in any two mineral property rights acquired by the Company in China after the date of the Teck-Cominco Agreements until March 1, 2004.  

Teck and Cominco have the right to "earn-in" to 51% of Minco's interest in a property deemed to be an exploration property or 70% of Minco's interest in a property deemed to be a development property.  After Teck and Cominco have exercised their earn-in rights in an aggregate of two projects procured by the Company, Teck and Cominco shall have further preferential rights of first refusal in respect to further properties identified by the Company for a period of three years after the exercise of their earn-in rights.  

 


MINCO MINING & METALS CORPORATION

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

June 30, 2003

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)


 

9.

Financial Instruments


The carrying value of cash and cash equivalents, sundry receivable and accounts payable and accrued liabilities approximates the fair value due to the short-term nature of these financial instruments.  The fair value of marketable securities is equivalent to the market value.  The Company operates in China and some of its material exploration expenditures are payable in either U.S. dollars and the Chinese currency RMB and is, therefore, subject to foreign currency risk arising from changes in exchange rates among Canadian dollars, U.S. dollars and RMB.  The Company is not exposed to significant interest risk.  The Company places its marketable securities with government debt securities and is subject to minimal credit risk.  The Company also considers itself not subject to high concentration of credit risk to its debtors and does not require collateral to support these financial instruments.



 

 

 

 

 

 


EXHIBIT 2.4


QUARTERLY AND YEAR

 END REPORT

BC FORM 51-901F

(Previously Form 61)

BCSC    

British Columbia Securities Commission


Incorporated As Part:_______Schedule A

                             XX  Schedule B and C


ISSUER DETAILS

Name of Issuer

For Quarter Ended

Date of Report

YY/MM/DD


MINCO MINING & METALS CORP.


June 30, 2003


2003 August 28

Issuer's Address

Issuer's Fax No.

Issuer's Telephone No.


#1980 - 1055 West Hastings St.

Vancouver, BC V6E 2E9


604.688.8030


604.688.8002

Contact Person

Contact's Position

Contact's Telephone No.


Ken Cai


President & CEO


604.688.8002

Contact Email Address

info@minco-mining.com

Web Site Address

www.minco-mining.com


CERTIFICATE

 

The three schedules required to complete this Report are attached and the disclosures

contained herein has been approved by the Board of Directors.  A copy of this Report will be provided to any shareholder who requests it.

  

Director's Signature


"William Meyer"

Print Full Name:


William Meyer

Date Signed

YY/MM/DD

 2003/08/28

Director's Signature


"Ken Z. Cai"

Print Full Name


Ken Z. Cai

Date Signed

YY/MM/DD

2003/08/28

     




EXHIBIT 2.5

MINCO MINING & METALS CORPORATION


Quarterly Report Supplementary Information


For the Quarter Ending June 30, 2003


SCHEDULE B:



 

 

   

1.

 

Analysis of Expenses and Deferred costs - see Note 4 to attached Financial Statements

     

2.

 

Related party transactions - see Note 7 to attached Financial Statements

     

3.

 

Summary of securities issued and options granted during the period - 30,000 options

 were exercised

     
 

a)

Summary of Securities Issued - see Note 5 and Note 6 to attached Financial

 Statements

 

b)

Stock Options granted during the period - 220,000 options.  30,000 options were

 exercised during the second quarter. 320,000 options expired during the second quarter.

 80,000 options were subsequently granted in July, 2003.

     

4.

 

Summary of securities as at the end of reporting period.

     
 

a)

Description of authorized share capital.

   

Authorized share capital  - 100,000,000

   

Issued share capital at June 30, 2003 - 18,640,123

     
 

b)

Number and recorded value for shares outstanding.

   

At June 30, 2003 issued and outstanding common shares was 18,640,123

valued at $10,850,433

     
 

c)

Share purchase warrants outstanding as at June 30, 2003:  Nil.

Share purchase warrants outstanding as at July 30, 2003:  2,142,857

     
 

d)

Shares held in escrow as at June 30, 2003:  2,991,322

     

5.

 

List the names of the directors and officers as at the date of this report:

     
   

Directors and Officers:                                               Position Held:

   

   Ken Cai                                                                    President, CEO and Director            

  William Meyer                                                         Chairman of the Board, Director

   

   Robert Callander                                                     Director

   

   Hans J. Wick                                                           Director

   

   Mar Bergstrom                                                        Corporate Secretary



EXHIBIT 2.6

Schedule "C": Management Discussion

Minco Mining & Metals Corporation

For the Quarter ending June 30, 2003



Project Activity


The Company's Phase-II drill program in the Zhulazhaga License area on Gobi gold project will commence shortly.  Phase-II drilling will focus on the high-grade, high-angle shear controlled "feeder" zone, which has been identified as the source of the high-grade mantos discovered in the discovery pit by Minco in 2000 and by our Chinese partner at its open pit, heap leach mine.   Minco plans to drill about 2000m in 6 holes initially during the Phase II and further drilling will be conducted as results from this drilling program warrant (please see the property section of the Company's website www.mincomining.com for the locations of the planed holes).


Although Gobi started as a grass roots project, Minco has advanced one of the eight licenses, the  Zhulazhaga, significantly in a short period of time and with a modest exploration budget.  During the period of 1999 to the present, Minco has been successful in taking this project from a grass-roots regional geochemical find to the discovery of a significant surface gold showing leading to the successful completion of the Phase I drill program.


The Gobi gold project is set in the heart of the Tianshan Gold Belt, which hosts mega gold deposit to the west in Kyrgyzstan and Uzbekistan.  Within the Zhulazhaga license, Minco's Chinese partner outlined a small 1.4 million oz gold deposit that is being operated as a heap leach and is excluded from Minco's rights.  Minco's activities on this License included detailed geological mapping, geophysical surveys (magnetics and induced polarization ("IP")), rock geochemistry, surface trenching, and the Phase I drill program.  These programs lead to a major gold discovery approximately 1 km south of the Chinese mine where the new discovery pit graded 14.8 g/t gold over 9.1 metres.


Phase-I drilling program focused on the strataform manto style mineralization with 8 shallow drill holes testing 400 meters of strike length with grades varying from 1-12 g/t gold.  Only the near surface oxide zone was tested.  The primary sulphide mineralization remains largely untested.  


The compilation of the results from the technical and drilling programs identified two principal styles of mineralization in the Zhulazhaga area, being high-grade, high angle shear controlled "feeder zones" and their intersection with porous, chemically permissive beds (calcareous siltstones) hosting manto style gold mineralization.


As the top priority, the drill program in 2003 will focus on this north-south structurally controlled feeder zone, which is the principal control of mineralization at the discovery pit and the Chinese operated heap leach mine to the north. The objectives for this year's exploration program on the Gobi gold project continues to be in defining a bulk tonnage oxide gold deposit that can quickly be put into open pit production with low operating costs.


In addition, the Company continues to evaluate a number of gold, base metal, rare earth and specialty metals projects in China.


Financial Activity


During the second quarter 2003, the Company spent a total of $36,337 on its properties in China.  Total administrative expenses were $387,088 compared to $203,601 for the year 2002.  The increase of $183,487 was mainly due to the recognition of $101,079 stock based compensation, i.e., stock options granted in the first two quarters to employees and consultants, which is a non-cash item.  Other items contributing to the increase include property investigation, listing and filing fees, investor relation costs and foreign exchange loss.  

 



The foreign exchange loss of $11,401 was due to the well-known sharp drop of US dollar to Canadian dollar exchange rate, which occurred in the second quarter of 2003.  The Company's US dollar cash balance has been adjusted to reflect the exchange rate as at June 30, 2003, which is nearly the lowest year-to-date point, hence the material amount of the exchange loss.  However, part of it will be reversed in the next quarter, as the US dollar exchange rate is going up again.


Consulting fees, advertising and promotion increased as the Company continued its efforts to enhance corporate visibility in security market.


Salaries and benefits maintained at $48,569 compared to $48,223 in 2002.  Rent cost decreased to $16,988 from $21,832 for the same period 2002 as a result of partial office space subleasing.  For the first two quarters, management fees paid to its directors totaled $13,777 compared to $35,714 in 2002.  In addition, the Company incurred exploration expenses of $37,176 to its directors or corporations controlled by them, compared to paid expenses of $39,887 for the same period in year 2002.  In the second quarter, the Company also paid to its director $4,863 for investor relations development.


Net loss from operations for the second quarter 2003 was $(423,022) or $(0.02) per share.  Net loss from operations for the second quarter 2002 was $(420,434) or $(0.02) per share.


Miscellaneous Items


In June 2003, 30,000 stock options were exercised by two employees at $0.25 per share.  

On June 9, 2003, the Company announced that it proposed to complete a non-brokered private placement of up to Cdn$1,500,000 at a price of Cdn$0.35 per unit.  Each unit consists of one common share and one half non-transferable share purchase warrant.  Each whole warrant entitles the warrant holder to purchase one common share of Minco Mining for a period of two years.  Each whole warrant is exercisable on payment of Cdn$0.40 into one common share of the Company in the first year and Cdn$0.60 per common share if exercised in the second year.  A finder's fee will be paid associated with this financing.


Proceeds from the proposed financing will be used for advancing exploration on the Company's Gobi and BYC gold projects in China and for general corporate working capital.


On July 30, 2003, the private placement was closed.


At the Annual General Meeting of shareholders and at a directors' meeting held in June, the following  directors and officers of the Company were appointed:


Ken Cai, Director, President and Chief Executive Officer

William Meyer, Director and Chairman of the Board

Robert F. Callander, Director

Hans Wick, Director

    Mar Bergstrom, Corporate Secretary