EX-2 3 gmxexh2.htm MATERIAL CHANGE REPORT Gammon Lake Resources Inc.: Exhibit 2 - Prepared by TNT Filings Inc.

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1         Name and Address of Company

Gammon Lake Resources Inc.
1601 Lower Water Street, Summit Place
Suite 402
Halifax, Nova Scotia, B3J 3P6

Item 2         Date of Material Change

November 14, 2006

Item 3         News Release

The press release attached as Schedule A was released over Canada NewsWire on November 14, 2006

Item 4         Summary of Material Change

The material change is described in the press release attached as Schedule "A".

Item 5         Full Description of Material Change

The material change is described in the press release attached as Schedule "A".

Item 6         Reliance of subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7         Omitted Information

Not applicable.

Item 8         Executive Officer

Bradley H. Langille
Chief Executive Officer
Gammon Lake Resources Inc.
Tel: 902-468-0614

Item 9         Date of Report

November 14, 2006

 


Gammon Lake Resources Inc.
1601 Lower Water Street, Suite 402, Summit Place, PO Box 2067, Halifax, NS B3J 2Z1
Tel: 902-468-0614, Fax: 902-468-0631, Website: www.gammonlake.com
TSX: GAM / AMEX: GRS / BSX: GL7


PRESS RELEASE

Halifax, November 14, 2006

Gammon Lake Resources Announces Third Quarter 2006 Financial Results and Completes Construction of Ocampo Mill

Gammon Lake Resources Inc. ("Gammon Lake") (TSX:GAM and AMEX:GRS) is pleased to announce third quarter results for the nine months ended September 30, 2006. The Company is pleased to report that all major construction on the Ocampo mill was completed during the third quarter. The mill became fully functional, allowing Gammon Lake to commence mill commissioning. As is customary during mill commissioning, low grade ore was fed through the mill during start up, and was a contributing factor related to higher cash costs during the quarter. As Ocampo is still in pre commercial production, this was not unexpected. However, with commercial production expected to commence by the end of 2006, Gammon Lake expects cash costs to decrease significantly in the fourth quarter. The Company experienced a significant increase in production in October, and production in November is continuing to increase.

All figures in Canadian dollars unless otherwise stated.

Quarter Highlights
  • Production of 17,120 ounces of gold and 435,279 ounces of silver from the Ocampo and El Cubo mines during the quarter.

  • First gold-silver pour completed from Ocampo Mill facility, September 2006.

  • Planned expansion for the Ocampo Open Pit crusher and heap leach facility announced, September 2006.

  • Ocampo mill commissioning commenced for processing of underground ore, and continued as scheduled throughout the quarter, August 2006.

  • Completion of business combination with Mexgold Resources Inc., adding two additional Mexican properties to Gammon Lake's portfolio of assets, including the producing El Cubo Mine, August 2006.

During the quarter, Gammon Lake produced 11,688 ounces of gold and 252,158 ounces of silver, or 16,445 gold equivalent ounces from the Ocampo mine. Year to date production from the Ocampo mine equals 28,187 ounces of gold and 565,331 ounces of silver, or 38,853 gold equivalent ounces. During the quarter, the Company produced 17,120 ounces of gold and 435,279 ounces of silver, or 25,333 gold equivalent ounces from the Ocampo and El Cubo mines. Year to date production including results from the El Cubo mine from August 8, 2006, was 33,370 ounces of gold and 748,177 ounces of silver, or 47,486 gold equivalent ounces. It is anticipated that production will continue to accelerate over the coming months, with the heap leach reaching commercial production in the fourth quarter of 2006. The Company's heap leach model indicates that a 146-day recovery cycle exists for ore stacked and place under leach, and recoveries have approximated feasibility study levels.

Gammon Lake was pleased to finalize the acquisition of Mexgold Resources Inc. in August. The Company has held a minority interest in Mexgold since it was incorporated. The Company feels that the quality of the El Cubo and Guadalupe y Calvo properties provides Gammon Lake with an attractive asset base in known historic mining districts.


The Company now boasts a large measured and indicated resource of more than 6.0-million gold equivalent ounces (3.5-million ounces of gold and 165-million ounces of silver) and additional inferred resources of more than 9.0-million gold equivalent ounces (4.9-million ounces of gold and 249-million ounces of silver). Included within measured and indicated resources are proven and probable reserves of more than 5.0-million gold equivalent ounces (2.8-million ounces of gold an 137-million ounces of silver). Gammon Lake is now on the verge of becoming a dominant mid-tier producer with a low cash cost profile and an attractive asset base in a low geopolitical risk area.

The heavy rains experienced in July and August of this year were considered abnormally high. The main issue was ore being processed through the crushing facility was transformed into mud causing plugged chutes and screens throughout the system. This caused a significant amount of maintenance, and led to decreased production from the heap leach pad. The Company gained experience through the process, and the modifications made to the crushing unit in August and September proved to be effective.

The construction phase of the Ocampo Mine is now nearing completion. The majority of the contractors have completed their work, and the shaft and water dam are the only remaining components left to be completed. The crushing facilities and heap leach have been functional since January, 2006 and the mill construction is complete with ongoing commissioning occurring through October and November. During the month of September, the mill processed 19,355 tonnes of ore with an average grade of 1.60 g/t gold, and 84.80 g/t silver. The recoveries have been at or above feasibility study levels. All of the production from Ocampo to date has been generated from the heap leach. As at September 30, 2006, the heap leach had received 1,649,921 tonnes of ore with an average grade since inception of 1.046 grams per tonne gold, and 43.32 grams per tonne silver. Stacking on the heap leach pad averaged 6,631 tonnes per day during the three months ended September 30, 2006, however the Company is pleased to note that stacking on the heap leach pad during the month of October, after a four day maintenance shutdown, averaged 11,600 tonnes per day.

Development of the underground mine has continued, and is mining feasibility study levels of 1,500 tonnes per day. There is sufficient stockpile to feed the mill for more than 2 months, and the Company will continue to maintain an adequate stockpile. During the quarter, the Company did place underground ore on the leach pad which was below cut-off grade for the mill. The Company placed 66,398 tonnes of underground ore on the heap leach pad averaging 1.56 grams per tonne gold, and 75.10 grams per tonne silver.

The Company is reporting higher cash costs for the quarter due to several factors. The severe rainfall encountered in the third quarter impaired production, and created additional maintenance costs and more importantly, less ounces produced. Secondly, the Company placed 66,938 tonnes of ore from the underground on the heap leach pad. Production costs related to the extraction of the underground inflates the production costs reported for the quarter ended September 30, 2006 due to longer recovery times realized from the heap leach. During the quarter, the Company also absorbed all of the production costs related to the mill. The mill testing commenced in August with waste and very low grade ore being processed, and the Company has expensed the costs related to the mill during the quarter.

Cash costs are still expected to be higher than feasibility study estimates as the Company continues through its commissioning process. The strip ratio is expected to decline over the coming months, and the underground costs will be adsorbed through the mill where higher grades and recoveries are expected. Gammon Lake's objective is still to achieve a cash cost of below US$200 per gold equivalent ounce.

Interim Financial Statements for the third quarter ended September 30, 2006 are attached to this release. These should be read in conjunction with the Notes to the Financial Statements and Management Discussion and Analysis, posted on SEDAR at www.sedar.com.


Gammon Lake would like to remind shareholders that a conference call will be held on Wednesday, November 15, 2006 at 11:00 am Atlantic Standard Time (10:00 am Eastern Standard Time) to discuss the quarterly results. You may join the call by dialing:

North American Toll Free: 1-866-400-2280
Outside Canada & US: 416-850-9143

When the Operator answers; ask to be placed into the Gammon Lake Q3 Financials Conference Call.

If you are unable to attend the conference call, a playback will be available for 30 days immediately after the event by dialing 1-866-245-6755 or 416-915-1035 for calls from outside Canada and the US. Enter passcode 98343. The playback will also be posted on Gammon Lake's website at www.gammonlake.com approximately two hours after the conference call.

About Gammon Lake

Gammon Lake Resources Inc. is a Nova Scotia based mineral exploration and mining Company with properties in Mexico. The Company's flagship Ocampo Project is now in pre commercial production and Gammon Lake is moving toward becoming a mid-tier gold and silver producer in 2006. Gammon Lake has also recently acquired the El Cubo Mine, as a result of the recent business combination with Mexgold Resources Inc. The Company remains 100% unhedged and fully financed to achieve full production at Ocampo and El Cubo. Gammon Lake is on schedule to achieve an annual production rate of 400,000 gold equivalent ounces (235,600 ounces of gold and 10.5 million ounces of silver) by the end of the 2006 calendar year, at a cash cost of below US $200 per gold equivalent ounce.

The qualified person responsible for all technical data reported in this news release is John C. Thornton, Chief Operating Officer. For further information please visit the Gammon Lake website at www.gammonlake.com or contact:

Bradley H. Langille Jodi Eye
Chief Executive Officer Investor Relations
Gammon Lake Resources Inc. Gammon Lake Resources Inc.
902-468-0614 902-468-0614

Cautionary Statement

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

This News Release includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian legislation. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of Gammon Lake Resources, are forward-looking statements (or forward-looking information) that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Gammon Lake's expectations include, among others, risks related to international operations, the actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined as well as future prices of gold and silver, as well as those factors discussed in the section entitled "Risk Factors" in Gammon Lake's Form 40-F and Annual Information Form as filed with the United States Securities and Exchange Commission. Although Gammon Lake has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended.

There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Gammon Lake does not undertake to update any forward-looking statements that are included herein, except in accordance with applicable securities laws.


Cautionary Note to US Investors - The United State Securities and Exchange Commission permits US mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. This press release uses certain terms, such as "measured," "indicated," and "inferred" "resources," that the SEC guidelines strictly prohibit US registered companies from including in their filings with the SEC. US Investors are urged to consider closely the disclosure in Gammon Lake's Annual Report on Form 40-F (File No. 001-31739), which may be secured from Gammon Lake, or from the SEC's website at http://www.sec.gov/edgar.shtml.


 

Gammon Lake Resources Inc.          
Interim Consolidated Balance Sheets

 

 

 

 

 

 

September 30

 

 

December 31

 

 

2006

 

 

2005

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current

 

 

 

 

 

Cash and cash equivalents

$

8,529,299

$

6,701,543

Receivables

 

 

 

 

 

Commodity taxes

 

19,092,529

 

 

9,558,654

Other

 

3,798,669

 

 

2,747,728

Prepaids and deposits

 

790,075

 

 

616,188

Inventories:

 

 

 

 

 

Supplies

 

5,175,276

 

 

2,056,963

Ore stockpiles

 

4,908,901

 

 

-

Ore in process

 

18,183,618

 

 

-

Due from related companies

 

-

 

 

626,228

 

 

60,478,367

 

 

22,307,304

 

 

 

 

 

 

Deposits on capital equipment (Note 4)

 

1,274,368

 

 

1,436,244

Long term investment (Note 5)

 

-

 

 

10,632,000

Deferred compensation

 

997,571

 

 

-

Long term inventory ore in stockpiles

1,396,461

-

Mining interests and capital assets (Note 6)

 

595,272,361

 

 

224,579,967

Goodwill (Note 3)

 

140,547,855

 

 

-

 

 

 

 

 

 

 

$

799,966,983

 

$

258,955,515

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

 

 

 

 

 

Payables and accruals

$

32,795,029

$

10,552,274

Current portion of long-term debt and capital leases

 

41,493,748

 

 

25,125,594

 

 

74,288,777

 

 

35,677,868

 

 

 

 

 

 

Long term debt and capital leases (Note 7)

 

87,028,026

 

 

21,013,689

Employee future benefits (Note 8)

 

2,867,502

 

 

276,126

Future income taxes

 

74,446,868

 

 

7,336,000

 

 

238,631,173

 

 

64,303,683

Shareholders' Equity

 

 

 

 

 

Capital stock (Note 9)

 

546,081,172

 

 

218,974,423

Contributed surplus (Note 9)

 

84,634,288

 

 

20,255,279

Deficit

 

(69,379,650)

 

 

(44,577,870)
 

 

561,335,810

 

 

194,651,832

 

 

 

 

 

 

 

$

799,966,983

 

$

258,955,515

           
Nature of operations and going concern assumption (Note 1)          
         
On behalf of the Board
         
"Fred George" Director   "Brad Langille" Director
         

See accompanying notes to the consolidated financial statements.


 

Gammon Lake Resources Inc.
Interim Consolidated Statements of Operations and Deficit
                       
 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

 

Two months

 

 

Nine months

 

 

Eight months

 

 

ended

 

 

ended

 

 

ended

 

 

ended

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2006

 

 

2005

 

 

2006

 

 

2005

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Revenues from mining operations

$

18,448,372

 

$

-

 

$

33,700,278

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

Production costs

 

 

 

 

 

 

 

 

 

 

 

excluding amortization and depletion

 

14,235,586

 

 

-

 

 

22,336,123

 

 

-

Amortization and depletion

 

5,333,454

 

 

198,850

 

 

7,754,213

 

 

508,291

Refining costs

 

148,021

 

 

-

 

 

229,537

 

 

-

General and administrative

 

8,611,159

 

 

1,146,722

 

 

28,379,454

 

 

6,067,341

Interest on long term debt

 

2,031,405

 

 

-

 

 

3,991,345

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,359,625

 

 

1,345,572

 

 

62,690,672

 

 

6,575,632

 

 

 

 

 

 

 

 

 

 

 

 

Loss before other items

 

(11,911,253)

 

 

(1,345,572)

 

 

(28,990,394)

 

 

(6,575,632)
 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange (loss)/gain

 

(1,697,173)

 

 

(61,908)

 

 

(128,895)

 

 

(931,252)
Gain/(loss) on equity investment

 

372,804

 

 

(291,000)

 

 

561,804

 

 

(1,190,000)
Interest and sundry

 

108,106

 

 

114,519

 

 

558,012

 

 

1,055,204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,216,263)

 

 

(238,389)

 

 

990,921

 

 

(1,066,048)
 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

$

(13,127,516)

 

$

(1,583,961)

 

$

(27,999,473)

 

$

(7,641,680)
 

 

 

 

 

 

 

 

 

 

 

 

Income taxes (recovery)

 

3,818,370

 

 

(114,628)

 

 

(3,197,693)

 

 

(326,566)
 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(16,945,886)

 

$

(1,469,333)

 

$

(24,801,780)

 

$

(7,315,114)
 

 

 

 

 

 

 

 

 

 

 

 

Loss per share (Note 10)

$

(0.18)

 

$

(0.02)

 

$

(0.30)

 

$

(0.10)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit, beginning of period

$

(52,433,764)

 

$

(32,970,360)

 

$

(44,577,870)

 

$

(27,124,579)
 

 

 

 

 

 

 

 

 

 

 

 

Net loss

(16,945,886)

(1,469,333)

(24,801,780)

(7,315,114)
 

 

 

 

 

 

 

 

 

 

 

 

Deficit, end of period

$

(69,379,650)

 

$

(34,439,693)

 

$

(69,379,650)

 

$

(34,439,693)
                       
 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the consolidated financial statements.


 

Gammon Lake Resources Inc.
Interim Consolidated Statements of Cash Flows
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

 

Two months

 

 

Nine months

 

 

Eight months

 

 

ended

 

 

ended

 

 

ended

 

 

ended

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2006

 

 

2005

 

 

2006

 

 

2005

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)
 

 

 

 

 

 

 

 

 

 

 

 

Increase/(Decrease) in cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(16,945,886)

 

$

(1,469,333)

 

$

(24,801,780)

 

$

(7,315,114)

Amortization and depletion

 

5,333,454

 

 

198,850

 

 

7,754,213

 

 

508,291

Unrealized foreign

 

 

 

 

 

 

 

 

 

 

 

         exchange loss/(gain)

 

(358,666)

 

 

(1,017,674)

 

 

(3,413,971)

 

 

(712,864)

Stock based compensation

 

4,430,804

 

 

-

 

 

17,879,590

 

 

1,478,080

Employee future benefits

 

69,381

 

 

(14,792)

 

 

69,381

 

 

(14,792)

Future income tax recovery

 

4,138,307

 

 

(114,628)

 

 

(3,197,693)

 

 

(326,566)

Accrued interest on long term debt

 

210,298

 

 

-

 

 

744,248

 

 

-

Equity earnings in excess of

 

 

 

 

 

 

 

 

 

 

 

         dividends received

 

(372,804)

 

 

291,000

 

 

(561,804)

 

 

1,190,000

Change in non-cash operating

 

 

 

 

 

 

 

 

 

 

 

         working capital (Note 12)

 

(14,805,704)

 

 

(3,183,233)

 

 

(23,814,129)

 

 

(3,128,145)
 

 

(18,300,816)

 

 

(5,309,810)

 

 

(29,341,945)

 

 

(8,321,110)
 

 

 

 

 

 

 

 

 

 

 

 

Investing

 

 

 

 

 

 

 

 

 

 

 

Acquisition of investment

 

-

 

 

(4,532,839)

 

 

(7,375,000)

 

 

(4,532,839)

Cash acquired on acquisition

 

 

 

 

 

 

 

 

 

 

 

         of Mexgold

 

23,933,797

 

 

-

 

 

23,933,797

 

 

-

Increase in deposits on capital

 

 

 

 

 

 

 

 

 

 

 

         equipment

 

161,876

 

 

(1,021,832)

 

 

161,876

 

 

(9,984,335)

Repayment of (advances to)

 

 

 

 

 

 

 

 

 

 

 

         related companies

 

349,176

 

 

(44,356)

 

 

626,228

 

 

(183,325)

Expenditures on mining interests

 

 

 

 

 

 

 

 

 

 

 

         related deferred costs and

 

 

 

 

 

 

 

 

 

 

 

         acquisition of capital assets

 

(18,977,018)

 

 

(11,910,427)

 

 

(87,969,775)

 

 

(66,152,340)
 

 

5,467,831

 

 

(17,509,454)

 

 

(70,622,874)

 

 

(80,852,839)
 

 

 

 

 

 

 

 

 

 

 

 

Financing

 

 

 

 

 

 

 

 

 

 

 

Repayment of capital lease

 

(773,256)

 

 

-

 

 

(1,152,254)

 

 

-

Increase in long-term debt

 

4,725,035

 

 

-

 

 

76,897,157

 

 

-

Repayment of (advances to)

 

 

 

 

 

 

 

 

 

 

 

        related companies

 

13,337,105

 

 

-

 

 

13,337,105

 

 

-

Proceeds from issuance of

 

 

 

 

 

 

 

 

 

 

 

        capital stock

 

-

 

 

-

 

 

-

 

 

92,720

Proceeds from exercise of

 

 

 

 

 

 

 

 

 

 

 

        options and warrants

 

1,895,757

 

 

120,000

 

 

12,710,567

 

 

2,394,230

 

 

19,184,641

 

 

120,000

 

 

101,792,575

 

 

2,486,950

Net increase/(decrease) in cash and

 

 

 

 

 

 

 

 

 

 

 

cash equivalents

 

6,351,656

 

 

(22,699,264)

 

 

1,827,756

 

 

(86,686,999)
 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

2,177,643

 

 

35,400,349

 

 

6,701,543

 

 

99,388,084

End of period

$

8,529,299

 

$

12,701,085

 

$

8,529,299

 

$

12,701,085

                       
                       

See accompanying notes to the consolidated financial statements.