EX-99.1 2 exhibit991.htm FIRST QUARTERLY FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2008 Exhibit 99.1


Exhibit 99.1




Baja Mining Corp.


Interim Consolidated Financial Statements

March 31, 2008

(expressed in Canadian dollars)










Baja Mining Corp.

Interim Consolidated Balance Sheets - Unaudited

As at March 31, 2008 and December 31, 2007


(expressed in Canadian dollars)




  Mar. 31,   Dec. 31,  
  2008   2007  
  $   $  
Assets        
Current assets        
   Cash and cash equivalents 4,718,591   1,043,292  
   Short term deposits (note 3) 17,270,101   32,183,356  
   Other receivables 700,765   265,478  
   Deposits and prepaids 1,829,177   941,512  
  24,518,634   34,433,638  
Mineral properties (notes 4, 7 (e) and 8) 28,762,734   18,570,806  
Property, plant and equipment (note 5) 2,009,755   1,668,224  
  55,291,123   54,672,668  
Liabilities        
Current liabilities        
   Accounts payable and accrued liabilities 1,453,441   2,691,712  
   Current portion of special warrant liability (note 6) 306,728   -  
  1,760,169   2,691,712  
Special warrant liability (note 6) 503,495   752,539  
  2,263,664   3,444,251  
Shareholders’ Equity        
Share capital (note 7) 108,771,331   105,841,420  
Share purchase warrants (note 7(c)) 16,274,999   17,199,279  
Contributed surplus (note 7(f)) 6,908,834   6,744,132  
Deficit (78,927,705 ) (78,556,414 )
  53,027,459   51,228,417  
  55,291,123   54,672,668  

Commitments (note10)

Significant events (note 14)

Subsequent event (note 15)


On behalf of the Board


    /s/ C. Thomas Ogryzlo

Director

    /s/ Robert Mouat

Director

 

 

 

 




See accompanying notes to the consolidated financial statements.



Baja Mining Corp.

Interim Consolidated Statement of Operations, Comprehensive Loss and Deficit- Unaudited

For the three month periods ended March 31, 2008 and 2007


(expressed in Canadian dollars)




  2008   2007  
  $   $  
 
 
Expenses        
 
   Amortization 26,219   19,953  
   Exploration -   4,391,721  
   Foreign exchange 23,982   39,242  
   General and administration 290,567   203,078  
   Management and directors fees (note 8) 57,000   61,500  
   Professional and consulting fees 157,039   108,540  
   Shareholders information 145,880   362,428  
   Stock-based compensation (note 7 (e)) 38,764   287,302  
   Wages and subcontract 219,711   187,282  
 
Loss before other items (959,162 ) (5,661,046 )
Gain on disposition of property, plant and        
        equipment (note 5) 306,882   -  
Interest income and other 280,989   106,780  
Loss and comprehensive loss for the period (371,291 ) (5,554,266 )
 
Deficit – Beginning of period (78,556,414 ) (67,445,063 )
 
Deficit – End of period (78,927,705 ) (72,999,329 )
 
Basic and diluted loss per share for the period (0.00 ) (0.05 )
Weighted average number of shares        
           outstanding 141,581,076   108,315,791  

 




See accompanying notes to the consolidated financial statements.



Baja Mining Corp.

Interim Consolidated Statement of Changes in Shareholders’ Equity - Unaudited

For the three month period ended March 31, 2008 and year ended December 31, 2007


(expressed in Canadian dollars)




  2008   2007  
  $   $  
 
Share capital        
       Balance – beginning of period 105,841,420   65,258,086  
       Non-brokered private placement -   21,776,590  
       Brokered private placement -   10,835,840  
       Share issuance costs -   (1,497,680 )
       Shares issued on exercise of warrants 2,005,631   5,017,325  
       Fair value of warrants exercised 924,280   1,974,924  
       Shares issued on exercise of stock options -   845,250  
       Fair value of stock options exercised -   1,631,085  
       Balance – end of period 108,771,331   105,841,420  
 
 
Share purchase warrants        
       Balance – beginning of period 17,199,279   6,496,517  
       Non-brokered private placement share        
           purchase warrants -   8,262,410  
       Brokered private placement share purchase        
           warrants -   4,165,059  
       Share purchase warrants issue costs -   (534,055 )
       Fair value of agent warrants -   631,310  
       Fair value of additional agent warrants -   105,380  
       Fair value of shares issued on exercise of        
           warrants (924,280 ) (1,974,924 )
       Fair value of special warrants -   47,582  
       Balance – end of period 16,274,999   17,199,279  
 
 
Contributed Surplus        
       Balance – beginning of period 6,744,132   6,972,565  
       Fair value of stock options granted 164,702   1,402,652  
       Fair value of stock options exercised -   (1,631,085 )
       Balance – end of period 6,908,834   6,744,132  
 
 
 
Deficit        
       Balance – beginning of period (78,556,414 ) (67,445,063 )
       Loss for the period (371,291 ) (11,111,351 )
       Balance – end of period (78,927,705 ) (78,556,414 )
 
 
Total Shareholders’ Equity 53,027,459   51,228,417  

 




See accompanying notes to the consolidated financial statements.



Baja Mining Corp.

Interim Consolidated Statement of Cash Flows - Unaudited

For the three month periods ended March 31, 2008 and 2007


(expressed in Canadian dollars)



  2008   2007  
  $   $  
 
Cash flows from operating activities        
Loss for the period (371,291 ) (5,554,266 )
           Items not affecting cash        
                       Amortization 26,219   51,209  
                       Fair value of special warrants -   805,161  
                       Accretion of special warrants liability -   30,670  
                       Gain on disposition of property, plant and        
                                     equipment (306,882 ) -  
                       Stock-based compensation expense 38,764   287,302  
                       Unrealized foreign exchange 28,478   -  
 
  (584,712 ) (4,379,924 )
Net changes in working capital balances        
           Other receivables (172,232 ) 125,747  
           Deposits and prepaids (892,665 ) 54,592  
           Accounts payable and accrued liabilities (148,070 ) 827,342  
 
  (1,797,679 ) (3,372,243 )
 
Cash flows from investing activities        
Redemption of short term deposits 14,655,200   2,863,538  
Mineral properties and related deferred costs, net (11,417,193 ) -  
Disposition of property, plant and equipment 350,383   -  
Acquisition of property, plant and equipment (121,043 ) (157,115 )
 
  3,467,347   2,706,423  
 
Cash flows from financing activities        
Net proceeds from issuance of common shares 2,005,631   605,989  
 
  2,005,631   605,989  
 
Increase (decrease) in cash and        
           cash equivalents 3,675,299   (59,831 )
 
Cash and cash equivalents - Beginning of        
           period 1,043,292   1,475,375  
 
Cash and cash equivalents - End of period 4,718,591   1,415,544  
 
Supplemental cash flow information (note 11)        

 




See accompanying notes to the consolidated financial statements.



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


1

Nature and continuance of operations

Baja Mining Corp. (the “Company”), was incorporated on July 15, 1985 under the Company Act of British Columbia. The Company is a reporting issuer in British Columbia and trades on the Toronto Stock Exchange and the Frankfurt Stock Exchange.  The Company’s common shares have been registered in the United States through the filing of a Form 20-F Registration Statement with the United States Securities and Exchange Commission (“SEC”).

On May 29, 2007, the Company received the results of the Definitive Feasibility Study (“DFS”), prepared by Bateman Engineering Inc. (“Bateman”) on the economic and technical viability of the Boleo project and, due to the positive results of the DFS, the project is in the development stage.  On April 17, 2008 the Company announced the updated project capital costs, indicating that the project remains economically viable.

On April 17, 2008 the Company announced it had entered into and agreement to sell a 30% interest in its subsidiary Minera y Metalurgica del Boleo, SA de CV (“MMB”) (note 15).  The recoverability of the Company’s investment in its mineral properties is dependant upon the Company’s ability to complete this or similar agreements, debt financings, equity financing and the ability to generate profitable operations in the future (note 10 (a)).

2

Summary of significant accounting policies

Basis of presentation

These financial statements are presented in Canadian dollars and have been prepared in accordance with Canadian generally accepted accounting principles for interim reporting and do not include all the disclosures included in the Company’s annual consolidated financial statements. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s significant subsidiaries are Mintec Processing Ltd. and its wholly owned subsidiary, Invebaja, SA de CV and its wholly owned subsidiaries Desarrolloas y Servicios Costeos, SA de CV, Servicios y Desarrollos Meseta Central, SA de CV and MMB, which holds the mineral property rights. All significant inter-company transactions and balances have been eliminated.

Accordingly, the accounting policies followed by the Company are set out in Note 3 of the audited consolidated financial statements for the year ended December 31, 2007, and have been consistently followed in the preparation of these consolidated financial statements except that the Company has adopted the following CICA standards effective January 1, 2008:


(1)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


2

Summary of significant accounting policies (continued)

a)

Handbook Section 1535 “Capital Disclosures” specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance;

b)

Handbook Section 3862 “Financial Instrument Disclosures” and CICA Handbook Section 3863, “Financial Instruments – Presentation” replace Handbook Section 3861, “Financial Instruments – Disclosure and Presentation”, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements.  The new sections require entities to provide disclosure of quantitative and qualitative information in their financial statements that enable users to evaluate (a) the significance of financial instruments for the entity's financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and management’s objectives, policies and procedures for managing such risks; and

c)

Handbook Section 1400, “General Standards on Financial Statement Presentation”, has been amended to include requirements to assess and disclose an entity’s ability to continue as a going concern.

Comparative figures


Certain of the comparative figures have been reclassified to conform with the financial statement presentation adopted for the current year.


3

Short term deposits

The Company has invested in one year guaranteed term deposits with its Canadian bank at fixed interest rates established at the time of investment.  All deposits mature within one year of March 31, 2008.


(2)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


4

Mineral properties

Boleo Project details, acquisition and deferred costs from June 1, 2007 are as follows:

  Mar. 31, Dec. 31,
  2008 2007
  $ $
   
  Property rights and land (note 4(a)) 734,424 734,424
  Mining concessions (note 4(b)) 106,350 106,350
  Deferred development costs    
                   Stock based compensation 331,141 205,203
                   Accretion of special warrant liability 89,493 60,287
                   Amortization 131,542 72,278
                   Engineering 9,765,713 6,554,354
                   Site work 10,080,158 4,058,143
                   Construction in progress 4,223,351 3,837,045
                   Salary, consulting, financing and other costs 3,300,562 2,942,722
   
   
  Total at cost 28,762,734 18,570,806

 


a)

Property rights

The Company owns three properties with clear title and one 30-year prepaid lease for $39,723 on lands located near Santa Rosalia, Baja California Sur, Mexico. The annual property tax on these properties is approximately $7,700.

b)

Mining concessions

The Company has acquired certain concessions comprised of 18 separate titles, located near Santa Rosalia, Baja California Sur, Mexico. The annual fees related to these concessions are approximately $58,400.


(3)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


5

Property, plant and equipment

      Mar. 31,
      2008
 
    Accumulated  
  Cost amortization Net
    $ $ $
   
  Computer equipment and software 542,729 237,566 305,163
  Leasehold improvements 149,162 62,606 86,556
  Machinery and equipment 1,394,709 227,779 1,166,930
  Office equipment and furniture 187,281 86,820 100,461
  Transportation equipment 67,590 51,118 16,472
  Buildings 368,085 33,912 334,173
   
    2,709,556 699,801 2,009,755
   
   
   
        Dec. 31,
        2007
   
      Accumulated  
    Cost amortization Net
    $ $ $
   
  Computer equipment and software 512,773 185,093 327,680
  Leasehold improvements 149,162 55,149 94,013
  Machinery and equipment 1,143,763 278,958 864,805
  Office equipment and furniture 182,562 73,302 109,260
  Transportation equipment 67,590 48,927 18,663
  Buildings 287,229 33,426 253,803
   
  2,343,079 674,855 1,668,224

 

During the period the Company disposed of machinery and equipment used in the test mine, realizing a gain of $306,882.  The Company purchased replacement equipment, but was not required to make payment until after the quarter end.  


(4)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


6

Special warrants liability

On January 9, 2007, the Company reached an agreement with the Commission of Natural Protected Areas (CONANP), Bank Monex, and Ecobanca, a Mexican non-profit organization, to establish a trust fund to support environmental conservation measures within the El Vizcaino Biosphere. The Company’s El Boleo property is located within the “Buffer Zone” of this Biosphere. The Company paid US$100,000 on January 31, 2007, and issued three Special Warrants on January 9, 2007, for an aggregate of 180,000 common shares of the Company. The Special Warrants will mature in each of February 2009, 2010 and 2011, respectively. Each Special Warrant may be converted, in whole or in part, at any time prior to maturity into 60,000 common shares of the Company. In addition, the trustee of the Special Warrants can require the Company to repurchase any or all of the Special Warrants represented by a certificate at a price of USD$5.555 per underlying common share at any time within 30 days of the Maturity Date of each such Special Warrant. The Special Warrants contain provisions for cancellation prior to a maturity date if development of the El Boleo project does not proceed. If cancellation occurs after any of the maturity dates, any matured or exercised certificates are considered a final contribution to the trust fund.

The total repurchase liability of US$999,900 has been recorded, as the project is expected to proceed. The liability has been discounted using an interest rate of 15%.

The fair value of the special warrants granted on January 9, 2007 was, using the Black-Scholes pricing model, estimated to be $47,582. The weighted average assumptions utilized included a risk free interest rate of 4.19%, a dividend yield of nil%, an expected volatility of 91% and an expected life of the warrants of three years.

  Amount   Discounted   Discounted  
    US$   US$   CDN$  
  Balance - December 31, 2007 999,900   759,144   752,539  
  Accretion of discounted liability -   29,087   29,206  
  Unrealized foreign exchange     -   28,478  
  Balance – March 31, 2008 999,900   788,231   810,223  
  Less – current portion (333,300 ) (298,403 ) (306,728 )
Long term balance – March 31, 2008 666,600   489,828   503,495  

 


(5)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


7

Share capital

a)

Authorized

Unlimited common shares without par value


b)

Details of share capital activity are as follows:

  Shares Amount  
    $  
  Balance – December 31, 2006 107,884,017 65,258,086  
  Non-brokered private placement (note 7 (c)) 16,150,000 21,776,590  
  Brokered private placement (note 7(c)) 8,065,000 10,835,840  
  Share issue costs (note 7(c)) - (1,497,680 )
  Shares issued on exercise of warrants 6,324,497 5,017,325  
  Fair value of warrants exercised - 1,974,924  
  Shares issued on exercise of stock options 2,275,000 845,250  
  Fair value of options exercised - 1,631,085  
  Balance – December 31, 2007 140,698,514 105,841,420  
   
  Shares issued on exercise of warrants 1,667,615 2,005,631  
  Fair value of warrants exercised - 924,280  
  Balance – March 31, 2008 142,366,129 108,771,331  

 


c)

Details of share purchase warrant activity are as follows:

  Shares      
  purchase      
  warrants   Amount  
        $  
 
Balance – December 31, 2006 22,920,546   6,496,517  
 
  Brokered private placement share purchase warrants 5,242,250   4,165,059  
Non-brokered private placement share purchase warrants 10,497,500   8,262,410  
Share purchase warrants issue costs -   (534,055 )
Fair value of agent warrants 428,250   631,310  
Fair value of additional agent warrants 89,767   105,380  
Fair value of special warrants 180,000   47,582  
Fair value of share purchase warrants exercised (6,324,497 ) (1,974,924 )
 
Balance – December 31, 2007 33,033,816   17,199,279  
 
Fair value of share purchase warrants exercised (1,667,615 ) (924,280 )
 
 
Balance – March 31, 2008 31,366,201   16,274,999  

 



(6)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


7

Share capital (continued)


d)

Warrants

A summary of the Company’s share purchase warrants at March 31, 2008 and the changes during the period are as follows:

        
      Weighted
        average
    Number of   exercise
    warrants   price
        $
   
  Balance – December 31, 2007 33,033,816   1.86
   
  Issued -   -
  Exercised (1,667,615 ) 1.20
  Expired -   -
   
  Balance – End of period 31,366,201   1.89

 


The following table summarizes information about share purchase warrants outstanding at March 31, 2008:

  Number of    
  warrants Weighted  
  outstanding average Weighted
Range of and contractual average
  prices exercisable life exercise price
$   (years) $
 
0.90 to 0.99 122,522 3.04 0.90
1.00 to 1.49 14,895,679 2.25 1.21
1.50 to 2.50 16,168,000 4.49 2.49
US 5.555 180,000 2.04 US 5.555
 
  31,366,201 3.40 1.89

 



(7)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


7

Share capital (continued)


e)

Stock options

A summary of the Company’s stock options at March 31, 2008 and the changes during the period are as follows:

   
    Weighted
    average
    Number of exercise
    options price
      $
   
  Balance – December 31, 2007 9,365,000 1.08
   
  Granted 300,000 1.68
  Exercised - -
  Cancelled - -
   
  Balance – End of period 9,665,000 1.10

 


The following table summarizes information about stock options outstanding and exercisable at March 31, 2008:

    Weighted Weighted   Weighted
  Number of average average Number of average
Range of outstanding years to exercise exercisable exercise
prices options expiry price options price
$     $ $ $
 
  0.35 to 0.49 2,365,000 2.00 0.35 2,365,000 0.35
0.50 to 0.99 700,000 2.88 0.78 700,000 0.78
1.00 to 1.49 5,450,000 3.48 1.32 5,450,000 1.32
1.50 to 1.99 1,150,000 4.22 1.83 416,667 1.74
 
  9,665,000 3.07 1.10 8,931,667 1.00

 


The Company’s stock option plan (“the plan”) allows the Company to grant stock options up to a maximum of ten percent of the number of issued shares of the Company. At March 31, 2008, the Company has reserved 10,259,539 common shares under the plan but can reserve a maximum of 14,236,612 common shares.



(8)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


7

Share capital (continued)


e)

Stock options (continued)

Options granted under the Plan will vest with the right to exercise one-quarter of the options upon conclusion of   every six months subsequent to the grant date, unless the specified contract length is a shorter period.

The fair value of the options granted during the period was estimated at each grant date using the Black-Scholes option-pricing model. During the period, the Company granted 300,000 five-year stock options to consultants and employees at an exercise price between $1.77 and $1.64, fair value $301,169.  Total stock-based compensation recorded during the period on all vesting options was $164,702.  This has been recognized and charged (based upon the work carried out by the employee or consultant) to either, administration ($38,764) or deferred project costs ($125,938), with the offsetting amount recorded as a credit to contributed surplus.

The fair value of stock options granted was estimated at each grant date based on the Black-Scholes option-pricing model, using the following weighted average assumptions:

    2008  
    $  
   
   
  Risk-free interest rate   3.75 %
  Dividend yield   0 %
  Expected volatility   84 %
  Expected stock option life   3.5 years  
  Weighted average fair value of stock options      
       granted $ 1.00  

 


f)

Contributed surplus

Details are as follows:

  $  
Balance - December 31, 2006 6,972,565  
  Fair value of options granted 1,402,652  
Fair value of options exercised (1,631,085 )
Balance – December 31, 2007 6,744,132  
Fair value of options granted 164,702  
Balance – March 31, 2008 6,908,834  

 


(9)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


8

Related party transactions

The Company entered into the following transactions during the quarter with directors or officers of the Company or with companies with directors or officers in common:

  2008 2007
  $ $
   
Directors fees – administration 21,000 12,750
Management fees – exploration - 124,530
Management fees - administration 36,000 48,750
Management fees – development costs 132,000 -
  189,000 186,030

 

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


9

Segmented information

The Company’s only business activity is development of mineral properties. This activity is carried out in Mexico.

The breakdown by geographic area for the year ended March 31, 2008 is as follows:

  Canada Mexico Consolidated
    $ $ $
   
  Capital assets 1,059,662 29,712,827

30,772,489

  Current assets 22,395,800 2,122,834 24,518,634
  Total assets 23,455,462 31,835,661 55,291,123

 


The breakdown by geographic region for the year ended Dec. 31, 2007 is as follows:

  Canada Mexico Consolidated
  $ $ $
 
 
  Capital assets 783,662 19,775,368 20,559,030
  Current assets 32,513,882 1,919,816 34,433,638
Total assets 33,297,484 21,375,184 54,672,668

 


No revenues were earned in either of the geographic areas.


(10)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


10

Commitments

a)

The Company has entered into numerous contracts regarding development of the Boleo project.  Total contractual obligations entered at March 31, 2008 are estimated to be $63.5 million.  The amounts paid or accrued on those contracts was $8.3 million, for a remaining commitment of $55.2 million.  Although committed, if required the Company can terminate these commitments for an estimated $5.1 million.

b)

The Company has a number of management and consulting agreements. The future commitments under these contracts as at March 31, 2008 amount to:

  $
 
2008 610,000
  2009 586,000

 

2010 295,000
 
  1,491,000

 


c)

The Company has committed to two operating leases for office space in Vancouver, expiring September 2010. The Company has also committed to two operating leases (on a month-to-month basis) for office space in Mexico City. The future minimum lease payments are as follows:

  $
 
2008 77,000
2009 104,000
  2010 77,000
   
  258,000

 


11

Supplemental cash flow information

The following are the non-cash investing and financing activities of the Company:

  Mar. 31, Mar. 31,
  2008 2007
  $ $
 
  Increase in accounts payable and accrued liabilities    
             related to mineral property and deferred    
             development costs 408,059

-

  Increase in accounts payable and accrued liabilities    
             related to property, plant and equipment 349,472 -

 



(11)



Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)



11

Supplemental cash flow information (continued)


Special warrant accretion included in mineral    
         property and deferred development costs 29,206 -
Stock-based compensation included in mineral    
       property and deferred development costs 125,938 -

 


Other supplemental information:


  Mar. 31, Mar. 31,
  2008 2007
    $ $
 
Interest received 159,442 100,039
Interest paid - -

 


.

12

Management of capital risk

It is the Company’s objective when managing capital to safeguard the Company’s ability to continue as a going concern, in order to pursue the development of the El Boleo mineral property for its stakeholders.  The Company has historically relied exclusively on equity sources for capital (common shares, options and warrants).  However, in the past year the Company has expanded its sources of capital to special warrants and is actively working to close a financing package consisting of senior debt, a development partnership and additional subordinated debt for the El Boleo project. These new sources of capital will allow the Company to obtain a more flexible capital structure which optimizes the costs of capital at an acceptable risk.


In the management of capital, the Company includes the components of shareholders’ equity, special warrant liability, anticipated senior and subordinated debt, as well as the cash and cash equivalents and short term deposit balances.


The Company manages the capital structure and makes appropriate adjustments to it based upon changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents and short-term deposits.


To assist in the management of its capital requirements, the Company has prepared a project capital expenditure budget for the El Boleo project and updates this as necessary depending on various factors, including successful capital deployment and general industry conditions. The updated project budget has been approved by the Board of Directors during the quarter.


The Company’s investment policy is to invest its available cash in Canadian chartered bank guaranteed term deposits at fixed interest rates established at the time of investment.  All its funds are available for project and corporate objectives.



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Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


12

Management of capital risk (continued)



Although, the Company has sufficient capital resources to meet its annual corporate requirements it does not currently have sufficient capital resources to meet its estimated project capital expenditure requirements.  The Company’s management is focused on completing the various financing packages noted above in order to meet these requirements and has not made financial commitments beyond its current capital resources.   

 

13

Management of financial risk

The Company operates internationally with offices and operations in Canada and Mexico, which gives rise to the risk that its financial instruments may be adversely impacted by exchange rate fluctuations.  A significant portion of its expenses are also incurred in US dollars and to a lesser extent other foreign currencies.  A significant change in the currency exchange rates between the Canadian dollar relative to the Mexican peso or US dollar could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not entered into foreign currency contracts to hedge its risk against foreign currency fluctuations.  However, under the terms of the senior debt financing arrangements for the Boleo project, the Company will be required to hedge a percentage of both its foreign exchange risk and its base metals production sales.  


The Company financial instruments are also exposed to limited liquidity risk and interest risk.


Liquidity risk, the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure and financial leverage as outlined in note 12 to the unaudited consolidated financial statements. Accounts payable and accrued liabilities and the current portion of the special warrant liability are due within the current operating period.


Interest rate risk, the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize a loss as a result of a decline

in the fair value of the short-term deposit is limited because these investments have fixed rates of return.


As at March 31, 2008, the Company has the following foreign denominated financial instruments, which are recorded at the Canadian dollar amount and are subject to foreign exchange risk:

  Foreign Canadian
  currency dollar
    amount amount
    $ $
   
  Cash in United States dollars 2,039,575 1,984,303
  Cash in Mexican pesos 3,253,361 303,701
  Value added taxes recoverable in Mexican pesos 2,730,060 254,851
  Accounts payable in United States dollars 399,640 388,810
  Accounts payable in Mexican Pesos 3,111,464 290,455

 



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Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


13

Management of financial risk (continued)


As at December 31, 2007, the Company has the following foreign denominated financial instruments, which are recorded at the Canadian dollar amount and are subject to foreign exchange risk:

  Foreign Canadian
  currency dollar
  amount amount
    $ $
   
  Cash in United States dollars 771,991 762,804
  Cash in Mexican pesos 1,001,796 90,653
  Value added taxes recoverable in Mexican pesos 2,155,500 195,051
  Accounts payable in United States dollars 516,340 514,340
  Accounts payable in Mexican Pesos 3,126,273 284,803
  Accounts payable in Euros 68,635 102,533
  Accounts payable in Australian dollars 228,470 198,084

 

14

Significant events

a)

On September 12, 2007 the Company entered into an underwritten commitment with Bayerische Hypo-und Vereinsbank AG, a member of the UniCredit Group (“HVB”) as Mandated Lead Arranger to arrange and underwrite a limited-recourse term loan facility in an aggregate principal amount of up to US$475 million (the “Term Loan Facility”), as well as a cost overrun loan facility in an aggregate principal amount of US$40 million (the “Cost Overrun Facility” and together with the Term Loan Facility, the “Facilities”) to the Company. HVB will be the sole arranger and underwriter of the Facilities.

The senior financing commitment has received all necessary credit approvals, subject to finalization of the capital cost update, completed April 17, 2008, and other standard terms and conditions precedent agreed to by the Company and HVB.

The proceeds of the Facilities will be used to partly finance the development, construction and working   capital costs of the El Boleo project.

b)

On November 13, 2007 the Company entered into an agreement with Caterpillar Financial SARL (“Cat Financial (Zurich)”), of Zurich, Switzerland, to act as Arranger and Provider in relation to an Equipment Lease Facility (the “Facility”) in an aggregate principal amount of up to US$64 million.

The proceeds of the Facility will be used for the financing of mobile (underground and surface) equipment     in connection with the El Boleo project.

The Facility has a final maturity date of seven years from initial drawdown. The Agreement is subject to the satisfaction of various conditions precedent. The Company will act as guarantor of the transaction.


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Baja Mining Corp.

Notes to Interim Consolidated Statements - Unaudited

March 31, 2008


(expressed in Canadian dollars)


15

Subsequent event

Subsequent to quarter-end the Company announced a new development partner and financing arrangements for the construction of its El Boleo Project.  The Company entered into an agreement with a Korean consortium (the “Consortium”) led by Korea Resources Corporation (“Kores”) pursuant to which the Consortium will acquire a 30% interest in the El Boleo Project through the acquisition of a 30% interest in the Company’s Mexican subsidiary, MMB.  Consideration will consist of an up-front cash payment to the Company, reimbursement of agreed project expenditures since completion of the DFS, payment of the Consortium’s proportionate share of project capital costs and, in conjunction with a Korean lending agency, a package of senior and subordinated debt financing. In addition, the Consortium will provide a completion guarantee in respect of its share of project financing. Through the transaction, the Consortium will also acquire a right to off-take 30% of the El Boleo mine’s production on commercial terms.  

  

In addition to normal conditions precedent for transactions of this nature, the transactions are subject to the approval of the Boards of the Korean Consortium and Baja, the government of Korea and the Mexican Federal Commission of Competition, and are also subject to the negotiation and bank approval of the final debt terms and credit structure.


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