-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vo68cab6IonsdkJLIhnO3X6Iw5B5QpVnacc66EpirnBvPMnE7Dmg+j8fW6Bv+61d 0iCdXjBSJtKdKZ6QNi3cfg== 0001279569-08-000946.txt : 20080813 0001279569-08-000946.hdr.sgml : 20080813 20080812201628 ACCESSION NUMBER: 0001279569-08-000946 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080813 DATE AS OF CHANGE: 20080812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Jaguar Mining Inc CENTRAL INDEX KEY: 0001333849 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 980396253 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33548 FILM NUMBER: 081011258 BUSINESS ADDRESS: STREET 1: 125 NORTH STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 BUSINESS PHONE: 603-224-4800 MAIL ADDRESS: STREET 1: 125 NORTH STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 6-K 1 jaguar6k21215.htm FORM 6-K jaguar6k21215.htm


 
 
FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

For the month of August, 2008
Commission File Number 001-33548

JAGUAR MINING INC.

125 North State Street
Concord, New Hampshire 03301
(603) 224-4800

(Address of principal executive offices.)

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

Form 20-F o
Form 40-F x

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

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

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

Yes o
No x

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



 

EXHIBIT INDEX
 
 
Description of Exhibit
     
99.1
 
Jaguar Mining Second Quarter Interim Financial Statements for the Period Ended June 30, 2008
99.2
 
Jaguar Mining Second Quarter Management's Discussion and Analysis for the Period Ended June 30, 2008
99.3
 
CFO Certificate
99.4
 
CEO Certificate
 
This Report on Form 6-K is incorporated by reference into the Registration Statement on Form S-8 of the Registrant, which was filed with the Securities and Exchange Commission on July 31, 2007, File No. 333-144969.

 

SIGNATURE
 
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.
 
 
JAGUAR MINING INC.
 
       
Date: August 13, 2008
By:
/s/ Robert J. Lloyd    
    Name: Robert J. Lloyd  
    Title: Corporate Secretary  
       

 
EX-99.1 2 ex991.htm Q2 FINANCIAL STATMENTS ex991.htm
Exhibit 99.1












 
 
 

 
 

 


JAGUAR MINING INC.


Interim Consolidated Financial Statements

June 30, 2008 and 2007

(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 


JAGUAR MINING INC.

 
Interim Consolidated Balance Sheets
(Expressed in thousands of U.S. dollars)
             
   
June 30,
   
December 31,
 
   
2008
   
2007
 
   
(unaudited)
   
(audited)
 
Assets
           
Current assets:
           
    Cash and cash equivalents (Note 10)
  $ 61,275     $ 45,711  
    Cash in trust
    -       837  
    Accounts receivable
    7,800       -  
    Inventory
    14,295       10,724  
    Prepaid expenses and sundry assets (Note 2)
    16,008       11,897  
    Unrealized foreign exchange gains (Note 3(a)(ii))
    1,338       1,680  
    Forward purchases derivative asset (Note 3(a)(i))
    -       924  
      100,716       71,773  
                 
    Prepaid expenses and sundry assets (Note 2)
    19,702       13,913  
    Net smelter royalty
    1,068       1,225  
    Restricted cash
    3,104       3,102  
    Property, plant and equipment
    111,922       82,945  
    Mineral exploration projects (Note 4)
    92,628       61,273  
                 
    $ 329,140     $ 234,231  
                 
Liabilities and Shareholders' Equity
               
Current liabilities:
               
    Accounts payable and accrued liabilities
  $ 16,217     $ 14,426  
    Notes payable (Note 5)
    7,893       11,699  
    Current taxes payable
    4,314       2,086  
    Asset retirement obligations (Note 6)
    283       269  
    Forward sales derivative liability (Note 3(a)(i))
    -       9,844  
      28,707       38,324  
                 
    Forward sales derivative liability (Note 3(a)(i))
    -       5,580  
    Notes payable (Note 5)
    82,699       83,920  
    Future income taxes
    6,873       2,182  
    Asset retirement obligations (Note 6)
    6,838       2,706  
    Total liabilities
    125,117       132,712  
                 
Shareholders' equity
               
    Common shares (Note 7)
    246,168       141,316  
    Warrants
    -       245  
    Stock options
    18,753       19,218  
    Contributed surplus
    1,153       1,153  
    Deficit
    (62,051 )     (60,413 )
      204,023       101,519  
                 
    Commitments (Note 3)
               
    Subsequent events (Notes 7(b), 12)
               
    $ 329,140     $ 234,231  
 
See accompanying notes to interim consolidated financial statements.
 
 
2

JAGUAR MINING INC.
 
Interim Consolidated Statements of Operations and Comprehensive Income (Loss)
(Expressed in thousands of U.S. dollars, except per share amounts)
 
(unaudited)
                         
   
Three Months
   
Three Months
   
Six Months
   
Six Months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Gold sales
  $ 21,187     $ 11,415     $ 39,984     $ 17,957  
Production costs
    (11,174 )     (5,750 )     (20,569 )     (8,632 )
Other cost of goods sold
    (1,621 )     (447 )     (1,572 )     (454 )
Depletion and amortization
    (2,379 )     (876 )     (4,494 )     (1,167 )
Gross profit
    6,013       4,342       13,349       7,704  
                                 
Operating expenses:
                               
    Exploration
    1,037       617       1,849       839  
    Stock-based compensation
    219       4,040       493       4,241  
    Administration
    2,950       2,637       6,022       4,360  
    Management fees (Note 9(a))
    186       186       375       375  
    Accretion expense
    65       17       135       34  
    Other
    (578 )     691       416       898  
    Total operating expenses
    3,879       8,188       9,290       10,747  
                                 
Income (loss) before the following
    2,134       (3,846 )     4,059       (3,043 )
                                 
(Gain) loss on forward derivatives (Note 3(a)(i))
    -       (968 )     318       748  
Gain on forward foreign exchange derivatives (Note 3(a)(ii))
    (1,191 )     (686 )     (1,584 )     (1,150 )
Foreign exchange gain
    (5,691 )     (1,623 )     (7,939 )     (2,302 )
Interest expense
    3,088       3,331       7,158       4,350  
Interest income
    (1,457 )     (1,186 )     (2,702 )     (1,531 )
Other non-operating expenses
    231       -       566       -  
    Total other expenses
    (5,020 )     (1,132 )     (4,183 )     115  
                                 
    Income (loss) before income taxes
    7,154       (2,714 )     8,242       (3,158 )
Income taxes
                               
    Current income taxes
    1,296       548       3,284       741  
    Future income taxes
    6,209       423       4,471       282  
Total income taxes
    7,505       971       7,755       1,023  
                                 
Net income (loss) and comprehensive income (loss) for the period
    (351 )     (3,685 )     487       (4,181 )
                                 
                                 
Basic and diluted net income (loss) per share (Note 8)
  $ (0.01 )   $ (0.07 )   $ 0.01     $ (0.08 )
                                 
Weighted average common shares outstanding - Basic (Note 8)
    64,161,622       55,239,628       61,796,255       51,831,209  
Weighted average common shares outstanding - Diluted (Note 8)
    64,161,622       55,239,628       65,311,115       51,831,209  

See accompanying notes to interim consolidated financial statements.
 
 
3

JAGUAR MINING INC.
 
Interim Consolidated Statements of Cash Flows
(Expressed in thousands of U.S. dollars)
 
(unaudited)
                         
   
Three Months
   
Three Months
   
Six Months
   
Six Months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Cash provided by (used in):
                       
    Operating activities:
                       
        Net income (loss) for the period
  $ (351 )   $ (3,685 )   $ 487     $ (4,181 )
        Items not involving cash:
                               
            Unrealized foreign exchange (gain) loss
    (2,869 )     3,635       (1,695 )     3,032  
            Stock-based compensation
    219       4,040       493       4,241  
            Non-cash interest expense
    586       855       1,979       1,196  
            Accretion expense
    65       17       135       34  
            Future income tax expense
    6,209       423       4,471       282  
            Depletion and amortization
    2,379       876       4,494       1,167  
            Amortization of net smelter royalty
    80       -       157       -  
            Unrealized gain on forward derivatives
    -       (1,794 )     -       (1,013 )
            Unrealized (gain) loss on foreign exchange contracts
    (535 )     (219 )     343       (552 )
                                 
    Change in non-cash operating working capital
                               
            Accounts receivable
    (2,021 )     (1,233 )     (7,800 )     (2,656 )
            Inventory
    (1,752 )     (1,327 )     (2,371 )     (2,425 )
            Prepaid expenses and sundry assets
    (4,387 )     (1,424 )     (8,139 )     (2,830 )
            Accounts payable and accrued liabilities
    (77 )     1,794       1,792       3,371  
            Current taxes payable
    1,296       (133 )     2,228       (135 )
      (1,158 )     1,825       (3,426 )     (469 )
    Financing activities:
                               
        Net smelter royalty received
    -       -       -       73  
        Issuance of common shares
    153       15,548       105,803       28,078  
        (Increase) decrease in restricted cash
    -       (31 )     -       2,683  
        Shares purchased for cancellation
    (2,780 )     -       (3,442 )     -  
        Settlement of forward derivatives
    -       -       (14,500 )     -  
        Repayment of debt
    (3,565 )     (3,134 )     (14,793 )     (2,151 )
        Increase in debt
    -       -       3,867       59,453  
      (6,192 )     12,383       76,935       88,136  
    Investing activities
                               
        Purchase of property, plant and equipment
    (17,574 )     (2,753 )     (33,229 )     (6,117 )
        Mineral exploration projects
    (12,200 )     (9,420 )     (22,394 )     (16,014 )
      (29,774 )     (12,173 )     (55,623 )     (22,131 )
                                 
Effect of foreign exchange on non-U.S. dollar denominated cash and cash equivalents
    1,727       2,113       (2,322 )     2,684  
Increase (decrease) in cash and cash equivalents
    (35,397 )     4,148       15,564       68,220  
Cash and cash equivalents, beginning of period
    96,672       78,831       45,711       14,759  
Cash and cash equivalents, end of period
  $ 61,275     $ 82,979     $ 61,275     $ 82,979  
 
Supplemental cash flow information (Note 10)
 
See accompanying notes to interim consolidated financial statements.
 
 
 
4

JAGUAR MINING INC.
 
Interim Consolidated Statements of Shareholders' Equity
(Expressed in thousands of U.S. dollars)
 
(unaudited)
 
 
                   
Contributed
             
   
Common Shares
   
Warrants
   
Stock Options
   
Surplus
   
Deficit
   
Total
 
   
#
   
$
   
#
   
$
   
#
   
$
   
$
   
$
   
$
 
                                                                         
Balance, December 31, 2006
    47,916,908       106,834       5,741,300       4,072       5,269,000       8,745       1,149       (31,384 )     89,416  
Private placement
    2,156,250       11,507       -       -       -       -       -       -       11,507  
Stock issuance costs related to private placement
    -       (656 )     -       -       -       -       -       -       (656 )
Exercise of purchase warrants
    5,122,528       21,949       (4,818,952 )     (3,183 )     -       -       -       -       18,766  
Stock issuance costs related to early warrant exercise
    -       (1,547 )     -       -       -       -       -       -       (1,547 )
Warrants forced out
    66,913       71       (224,403 )     (71 )     -       -       -       -       -  
Options granted
    -       -       -       -       1,135,000       -       -       -       -  
Exercise of stock options
    4,000       11       -       -       (4,000 )     (3 )     -       -       8  
Unvested options expired
    -       -       -       -       (25,000 )     (20 )     -       -       (20 )
Stock based compensation
    -       -       -       -       -       4,261       -       -       4,261  
Net loss
    -       -       -       -       -       -       -       (4,181 )     (4,181 )
Balance June 30, 2007
    55,266,599       138,169       697,945       818       6,375,000       12,983       1,149       (35,565 )     117,554  
                                                                         
Balance, December 31, 2007
    55,734,400       141,316       144,081       245       7,805,658       19,218       1,153       (60,413 )     101,519  
Public offering (Note 7(a))
    8,250,000       109,597       -       -       -       -       -       -       109,597  
Stock issuance costs related to public offering
    -       (5,706 )     -       -       -       -       -       -       (5,706 )
Shares acquired under normal course issuer bid and cancelled (Note 7(b))
    (343,300 )     (1,317 )     -       -       -       -       -       (2,125 )     (3,442 )
Exercise of compensation warrants
    144,081       998       (144,081 )     (245 )     -       -       -       -       753  
Exercise of stock options
    471,006       1,280       -       -       (654,645 )     (958 )     -       -       322  
Unvested options expired upon termination
    -       -       -       -       (10,000 )     (5 )     -       -       (5 )
Stock based compensation
    -       -       -       -       -       498       -       -       498  
Net income
    -       -       -       -       -       -       -       487       487  
Balance, June 30, 2008
    64,256,187       246,168       -       -       7,141,013       18,753       1,153       (62,051 )     204,023  

 
See accompanying notes to interim consolidated financial statements.
 
5

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
1.       Significant Accounting Policies:
 
Other than the changes in accounting policies noted below, the interim consolidated financial statements of Jaguar Mining Inc. (the “Company”) follow the same accounting policies and methods of application as the annual audited consolidated financial statements. The interim consolidated financial statements do not contain all disclosures as required by Canadian generally accepted accounting principles for annual financial statements and accordingly should be read in conjunction with the Company’s annual audited consolidated financial statements.
 
 
(a)  Effective January 1, 2008 the Company adopted the following new CICA Handbook Standards:
 
(i)  Financial Instruments Disclosure and Presentation:
 
In December 2006, the CICA published Section 3862 Financial Instruments- Disclosures and Section 3863, Financial Instruments- Presentation. These standards introduce disclosure and presentation requirements that will enable financial statements’ users to evaluate, and enhance their understanding of, the significance of financial instruments for the entity’s financial position, performance and cash flows, and the nature and extent of risks arising from financial instruments to which the entity is exposed, and how those risks are managed. (Note 3)
 
(ii)  Capital Disclosures:
 
In December 2006, the CICA published Section 1535 of the Handbook, Capital Disclosures, which requires 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; (iv) the consequences of non-compliance in the event the entity has not complied.  This information will enable financial statements’ users to evaluate the entity’s objectives, policies and processes for managing capital. (Note 11)
 
(iii) Inventories:
 
In January 2007, the CICA published section 3031 of the Handbook, Inventories, which prescribes the accounting treatment for inventories.  Section 3031 provides guidance on determination of costs and its subsequent recognition as an expense, and provides guidance on the cost formulas used to assign costs to inventories.  The new standard did not impact the current or the prior year financial statements.
 
(b)   Accounting Principles Issued but not yet Implemented:
 
 
(i)  Adoption of International Financial Reporting Standards:
 
In January 2006, the Accounting Standards Board announced its decision to require all publicly accountable enterprises to report under International Financial Reporting Standards (IFRS) for years beginning on or after January 1, 2011. These changes reflect a global shift to IFRS and they are intended to facilitate capital flows and bring greater clarity and consistency to financial reporting in the global marketplace.  The Company is in the process of completing the scoping phase of its conversion plan, which has a timeline for assessing resources, training, analyzing key differences and selecting accounting policies under IFRS.
 
6

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
1.
Significant Accounting Policies (continued):
 
(b)   Accounting Principles Issued but not yet Implemented (continued):
 
 
(ii)  Goodwill and Intangible Assets:
 
In February 2008 the CICA issued accounting standard Section 3064 Goodwill and Intangible Assets replacing accounting standard Section 3062, Goodwill and Other Intangible Assets, and accounting standard Section 3450, Research and Development Costs. The new Section will be applicable to financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Company will adopt the new standards for its fiscal year beginning January 1, 2009. Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The Company is currently evaluating the impact of the adoption of this new Section.
 
2.      Prepaid Expenses and Sundry Assets:
 
The Company is required to pay certain taxes in Brazil, based on consumption.  These taxes are recoverable from the Brazilian tax authorities through various methods.  Total recoverable taxes denominated in Brazilian reais (R$) amounted to R$54.5 million ($34.2 million) at June 30, 2008 (December 31, 2007 - R$43.3 million ($24.6 million)).
 
3.      Risk Management Policies:
 
 
(a) Derivative Financial Instruments
 
The company has entered into the following contracts:
 
(i)   Forward sales and purchase contracts:
 
On March 14, 2008, the Company paid RMB International (Dublin) Limited (“RMB”) $22.1 million to close the forward sales contracts.
 
On March 12, 2008, the Company closed the forward purchase contracts realizing a gain of $7.4 million, effectively reducing the net loss on the forward contracts to $14.8 million, of which $14.5 million was recorded as of December 31, 2007.
 
(ii)  Forward foreign exchange contracts:
 
As at June 30, 2008, the Company has forward foreign exchange contracts to purchase Brazilian reais at a weighted average rate of 1.875 as follows:
               
Settlement Date
 
Amount
   
Settlement amount
   
         
in thousands of
   
         
$Reais
   
02-Jul-08
  $ 1,000     R $ 1,771    
31-Jul-08
    1,000       1,655    
31-Jul-08
    1,000       1,707    
29-Aug-08
    1,000       1,792    
29-Aug-08
    1,000       2,076    
30-Sep-08
    1,000       1,773    
31-Oct-08
    1,000       1,775    
28-Nov-08
    1,000       2,201    
30-Dec-08
    1,000       2,123    
    $ 9,000     R $ 16,873    
                   
 
7

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
3.       Risk Management Policies (continued):
 
 
(a) (ii)    Forward foreign exchange contracts (continued):
 
The terms of the contract require a percentage of the funds to be held on deposit as collateral to cover the contracts.  At June 30, 2008 and December 31, 2007, $3.0 million of cash was restricted for this purpose.
 
At June 30, 2008, current assets include $1.3 million (December 31, 2007 current assets include $1.7 million) of unrealized foreign exchange gains.  Included in the statement of operations are the following amounts of unrealized and realized gains or losses on foreign exchange derivatives:
                         
   
Three Months
   
Three Months
   
Six Months
   
Six Months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
Unrealized loss (gain)
    (535 )     (219 )     3 43       (552 )
Realized gain
    (656 )     (467 )     (1,927 )     (598 )
Total
    (1,191 )     (686 )     (1,584 )     (1,150 )
 
(b) Financial Instruments
 
(i)    Credit Risk:
 
Credit risk arises from cash held with banks, derivative financial instruments (foreign exchange forward contracts with positive fair values) and credit exposure to customers. The credit risk is limited to the carrying amount on the balance sheet. The Company’s cash and cash equivalents are held through large financial institutions in Brazil, Canada and the US. The Company manages its credit risk by entering into transactions with high credit quality counterparties, limiting the amount of exposure to each counterparty where possible and monitoring the financial condition of the counterparties.
 
The Company is exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments, but does not expect any counterparties to fail to meet their obligations.  The Company deals with only highly rated counterparties, normally major financial institutions.  The Company is exposed to credit risk when there is a positive fair value of derivative financial instruments at a reporting date.
 
The Company’s exposure for the sale of gold is limited because a sales receipt from a large financial institution must be received prior to shipment of the gold.
 
(ii)    Liquidity Risk:
 
Liquidity risk is the risk the Company will not be able to meet the obligations associated with our financial liabilities. The Company manages liquidity risk through the management of its capital structure as outlined in Note 11. The Company completed an equity offering as described in Note 7(a) which reduces the Company’s exposure to liquidity risk. Accounts payable and accrued liabilities, current portion of notes payable, current taxes payable are due within the current operating period.
 
8

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
3.       Risk Management Policies (continued):
 
 
(b) Financial Instruments (continued):
 
 (iii) Currency Risk:
 
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in Brazil, Canada and the United States. Financial instruments that impact the Company’s net earnings due to currency fluctuations include: Brazilian reais and Canadian dollar denominated cash and cash equivalents, accounts receivable, recoverable taxes, accounts payable and accrued liabilities, notes payable and taxes payable.
 
The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at June 30, 2008 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variable that were reasonably possible at that date.

Exchange rates
Change for Sensitivity Analysis
Impact of change to income
before income taxes for the
three months ended June 30, 2008:
U.S. dollar per Brazilian reais
10% change in Brazilian reais
2,199
U.S. dollar per Canadian dollar1
10% change in Canadian dollar
3,567
 
1      The financial instruments denominated in Canadian dollars includes Cdn.$86.3 million in private placement notes which results in a Canadian dollar denominated net liability.
 
(iv)  Interest Rate Risk:
 
The Company is exposed to interest rate risk on its outstanding borrowings and short term investments. Interest on the Company’s short-term and long-term debt is based on both fixed and variable interest rates. The Company managed its risk by entering into long-term agreements with fixed interest rates on 98% of its debt with interest rates ranging from 0% to 10.5% per annum.
 
 
(v)   Price Risk:
 
The Company is exposed to price risk with respect to gold prices and has no forward gold production hedged. (See Note 3(a))
 
(vi)  Fair Value Estimation:
 
The following summarizes the significant methods and assumptions used in estimating the fair value of the Company’s financial instruments.
 
Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their immediate or short terms of maturity.
 
Notes payable were initially recognized at their fair value and are carried at amortized cost net of unamortized discount as at the reporting date. Discounts are being amortized to expense using the effective interest method.
 
The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on government bonds).
 
 
9

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
3.      Risk Management Policies (continued):
 
 
(b)(vi) Fair Value Estimation (continued):
 
   
June 30, 2008
   
December 31, 2007
 
   
Carrying
Value
   
Fair 
Value
   
Carrying
Value
   
Fair 
Value
 
Cash and cash equivalents
  $ 61,275     $ 61,275     $ 45,711     $ 45,711  
                                 
Cash in trust
    -       -       837       837  
Accounts receivable
    7,800       7,800       -       -  
Restricted Cash
    3,104       3,104       3,102       3,102  
Forward contracts
                               
   Assets
    1,338       1,338       2,604       2,604  
   Liabilities
    -       -       (15,424 )     (15,424 )
Notes payable
    (90,592 )     (90,592 )     (95,619 )     (95,619 )
Trade and other payables
    (16,217 )     (16,217 )     (14,426 )     (14,426 )
 
4.       Mineral Exploration Projects:
 
   
December 31, 2007
   
Additions
   
June 30,
2008
 
Paciência
  $ 20,147     $ 15,138     $ 35,285  
Turmalina
    2,320       1,832       4,152  
Caeté
    38,785       14,335       53,120  
Faina and Pontal
    21       50       71  
Total Mineral Exploration Projects
  $ 61,273     $ 31,355     $ 92,628  
 

10

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
5.
Notes Payable:
             
   
June 30,
2008
   
December 31, 2007
 
Due to ABN AMRO
  $ 11     $ 135  
Due to ABN AMRO
    -       600  
Due to Banco Volkswagen
    285       349  
Due to Banco Itaú S.A., formerly Bank Boston
    -       14  
Due to Banco Itaú S.A.
    100       179  
Due to Banco Itaú S.A.
    -       1,200  
Due to RMB International
    -       8,762  
Due to Banco Bradesco
    163       217  
Due to Banco Bradesco
    1,000       1,000  
Due to Banco Bradesco (a)
    264       -  
Private placement notes (b)
    73,180       74,707  
Due to CVRD (c)
    11,908       6,956  
Due to Banco Santander (d)(i)
    1,500       1,500  
Due to Banco Santander (d)(ii)
    500       -  
Due to Banco Santander (d)(iii)
    729       -  
Due to Banco Santander (d)(iv)
    452       -  
Due to Banco HSBC (e)
    500       -  
      90,592       95,619  
Less:  Current portion
    7,893       11,699  
    $ 82,699     $ 83,920  
 
 
(a)
Due to Banco Bradesco
 
Relates to a secured credit facility of R$420,000 ($264,000) for the purpose of purchasing equipment. The equipment loans bear interest at TJLP (Brazilian government rate) plus 1.9% per annum (8.15% at June 30, 2008) and are repayable over 36 months. The loans are secured by the equipment purchased.
 
 
(b)
Private placement notes
 
Relates to notes payable issued in a private placement of 86,250 units on March 22, 2007 for gross proceeds of Cdn.$86.3 million ($74.5 million).  Each unit was comprised of a secured note in the principal amount of Cdn.$1,000, bearing a coupon of 10.5%, payable semi-annually in arrears, and 25 common shares of Jaguar.  The notes are secured by shares of Mineração Serras do Oeste Ltda. (“MSOL”), which holds all of the operating assets of the Company, and are repayable on March 23, 2012. At the option of the Company, the notes may be redeemed in whole or in part after March 22, 2010 at 102% of the principal amount, and at 101% of the principal amount after March 22, 2011.  In addition, the notes may be redeemed in whole prior to March 23, 2010 at 102% of the principal amount should a change of control occur.
 
 
(c)
Due to CVRD
 
Relates to purchase of mineral rights for the Roça Grande property.  The demand note payable is non-interest bearing and is expected to be repaid by 2009.
 
The Company acquired an option to obtain mineral rights at the Roça Grande gold property from CVRD under an agreement dated November 28, 2005 for 3.5% of the market value of CVRD’s estimated resources plus 2.5% of any additional resources determined by Jaguar less expenses associated with the transfer.  During 2007 Jaguar completed an audit of CVRD’s resource estimate and exercised its option to purchase the mineral rights for approximately $7.8 million.  On April 8, 2008, the Company agreed to pay an additional $5.5 million for a total of $13.3 million, based upon additional resources discovered during a final review of the estimated mineral resources available.  The Company expects to execute the final transfer agreement and pay $3.3 million of the purchase price in the third quarter of 2008 and the remaining balance of $9.9 million in 2009. 
 
11

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
5.       Notes Payable (continued):
 
          (c)
Due to CVRD(continued)
 
CVRD retains certain iron ore exploration rights on the properties and retains a 70% back-in right if the Company has more than five million ounces of gold reserves on the properties by November 2010.  The contract grants corresponding rights for CVRD to explore a property owned by the Company for iron and to acquire iron mineral rights on the property until November 2008.
 
 According to CICA Handbook Section 3855 the note payable was recognized at its fair value and the discount is being amortized to expense using the effective interest method.
 
 
(d)
Due to Banco Santander
 
 
 (i)
Relates to secured notes payable of $1.5 million for general working capital.  The advance on export contracts was extended from June 27, 2008, bears interest at 5.87% per annum (previously 6.8 %) and is repayable on December 11, 2008.  The note is secured by future gold sales.
 
 
 (ii)
Relates to secured notes payable of $500,000 for general working capital.  The advance on export contracts bears interest at 6.7% per annum and is repayable on October 6, 2008.  The note is secured by future gold sales.
 
 
 (iii)
Relates to a secured credit facility of $729,000 for the purpose of purchasing equipment. The equipment loan bears interest at LIBOR plus 3.85% (6.53% at June 30, 2008) and is repayable on April 17, 2009. The loan is secured by the equipment purchased.
 
 
 (iv)
Relates to a secured credit facility of $452,000 for the purpose of purchasing equipment. The equipment loan bears interest at LIBOR plus 3.90% (6.58% at June 30, 2008) and is repayable over 36 months. The loan is secured by the equipment purchased.
 
 
(e)
Due to Banco HSBC
 
Relates to a secured note payable of $500,000 for general working capital.  The advance on export contracts bears interest at 5.5% per annum and is repayable September 19, 2008. The note is secured by future gold sales.
 
6.
Asset Retirement Obligations:
                         
         
June 30,
         
December 31,
 
         
2008
         
2007
 
                             
Balance, beginning of year
        $ 2,975           $ 1,669  
Increase in reclamation obligations
                           
    Sabará Plant and Zone A
                $ 433          
    Turmalina
                  892          
    Paciência (a)
    3,971       3,971               1,325  
Reclamation expenditures
            40               (157 )
Accretion expense
            135               138  
Balance, end of period
            7,121               2,975  
Less: current portion
            283               269  
            $ 6,838             $ 2,706  
 
 
(a)
Paciência Plant and Mine development :
 
The company expects to spend approximately $4.9 million between 2013 and 2016 to reclaim land that has been disturbed as a result of the mining activity.
 
The estimated future cash flows have been discounted at a credit adjusted risk free rate of 10%.
 
 
12

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
7.
Capital Stock:
 
Common shares:
 
 
(a)
On February 21, 2008 the Company completed an equity financing underwritten by a syndicate of underwriters and issued 8,250,000 common shares at Cdn.$13.40 per share for gross proceeds of Cdn.$110.6 million ($109.6 million). Pursuant to the underwriting agreement, the underwriters were paid an underwriters fee equal to four and one-half percent (4.5%) of the gross proceeds of the offering.
 
 
 
 (b)
In August 2007, Jaguar received approval from the TSX for a second normal course issuer bid to purchase up to the lesser of 2,760,224 common shares, being 5% of the issued and outstanding common shares of Jaguar at that time, or the number of common shares equal to a maximum aggregate purchase price of Cdn.$5.25 million.  The normal course issuer bid commenced on August 30, 2007 and will terminate on August 29, 2008.  The Company purchased 285,000 shares at an average price of Cdn.$9.84 per share during the three months ended June 30, 2008.  At June 30, 2008 the Company had purchased 517,300 of its common shares at an average price of Cdn.$10.06 per share under the second normal course issuer bid.  These shares have been cancelled.
 
The share purchases were recorded as a reduction in the common share balance equivalent to the average cost basis of the shares purchased, and an adjustment to shareholders’ equity.  During the three months ended June 30, 2008 common stock was reduced by $1.1 million (Q2 2007 - $nil), and the excess paid over the average cost basis in the amount of $1.7 million (Q2 2007 - $nil) was charged to deficit.   During the six months ended June 30, 2008 common stock was reduced by $1.3 million (six months ended June 30, 2007 - $nil), and the excess paid over the average cost basis in the amount of $2.1 million (six months ended June 30, 2007 - $nil) was charged to deficit.
 
 
In June 2008, Jaguar received approval from the TSX for an amendment to the second normal course issuer bid to purchase additional shares up to the lesser of 2,242,924 common shares, or the number of common shares equal to a maximum aggregate purchase price of Cdn.$10.0 million.  The normal course issuer bid commenced on July 2, 2008 and will terminate on August 29, 2008.  Future shares purchased under the normal course issuer bid will be scheduled for cancellation.
 
The Company entered into an automatic share purchase plan with a broker in order to facilitate repurchases of its common shares under its previously announced normal course issuer bid. Under the Company's automatic share purchase plan, the Company's broker may repurchase shares under the normal course issuer bid at times when the Company would ordinarily not be permitted due to self-imposed blackout periods. The broker purchased on the Company’s behalf 304,000 shares at an average price of Cdn.$9.82 subsequent to June 30, 2008.
 
 
13

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
8.
Basic and Diluted Net Income (Loss) per Share:
 
 Dollar amounts and share amounts in thousands, except per share amounts.
                         
   
Three
Months
Ended
June 30,
2008
   
Three
Months
Ended
June 30,
2007
   
Six
Months
Ended
June 30,
2008
   
Six
Months
Ended
June 30,
2007
 
Numerator
                       
Net income (loss) for the period
  $ (351 )   $ ( 3,685 )   $ 487     $ (4,181 )
                                 
Denominator
                               
Weighted average number of common shares outstanding - Basic
    64,162       55,240       61,796       51,831  
Dilutive effect of options
    -       -       3,486       -  
Dilutive effect of warrants
    -       -       29       -  
Weighted average number of common shares outstanding - Diluted
    64,162       55,240         65,311       51,831  
                                 
Basic net income (loss) per share
  $ (0.01 )   $ (0.07 )   $ 0.01     $ (0.08 )
                                 
Diluted net income (loss) per share
  $ (0.01 )   $ (0.07 )   $ 0.01     $ (0.08 )
 
For the three and six months ended June 30, 2007, and the three months ended June 30, 2008 the determination of the weighted average number of shares outstanding for the calculation of diluted net loss per share does not include the effect of outstanding warrants and options since they are anti-dilutive.
 
For the six months ended June 30, 2008 the determination of the diluted net income per share does not include the effect of 23,955 warrants and 3,987,222 options outstanding since they are anti-dilutive.
 
9.       Related Party Transactions:
 
 
(a)
The Company incurred management fees of $375,000 for the six months ended June 30, 2008 ($375,000 for the six months ended June 30, 2007) from IMS Engenharia Mineral Ltda ("IMS"), a company held by several officers of the Company, which provides operating services to the Company's Brazilian subsidiaries.
 
 
(b)
The Company incurred occupancy fees of $90,000 for the six months ended June 30, 2008 ($60,000 for the six months ended June 30, 2007) to Brazilian Resources, Inc. (“BZI”), a corporate shareholder, for use of administrative offices.  The Company moved to new administrative office space in December 2007.  The term of the agreement is three years beginning on the date of occupancy and the Company is responsible for paying for its portion of the leasehold improvements.  The amount paid by the Company for any capital improvements in excess of one half will be treated as prepaid occupancy fees.  At June 30, 2008 prepaid expenses and sundry assets includes $72,000 (December 31, 2007 - $101,000) from BZI relating to leasehold improvements paid by the Company.
 
The Company also incurred consulting fees and administrative service charges of $167,000 from BZI for the six months ended June 30, 2008 ($317,000 for the six months ended June 30, 2007).  At June 30, 2008 accounts payable and accrued liabilities includes $46,000 (December 31, 2007 -$nil) for consulting fees.  The occupancy costs, consulting fees and administrative service fees are included in the statement of operations.
 

14

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
9.
Related Party Transactions (continued):
 
 
(c)
The Company recognized rental income of $9,000 from Prometálica Mineração Ltda (“PML”) and $34,000 from Prometálica Centro Oeste Mineração Ltda (“PCO”) for the six months ended June 30, 2008 ($55,000 from PML and $99,000 from PCO for the six months ended June 30, 2007) for providing temporarily idle equipment and equipment maintenance services.  PCO is controlled by IMS, a founding shareholder of the Company.  As at June 30, 2008 prepaid expenses and sundry assets includes $25,000 receivable from PML, and $76,000 from PCO (December 31, 2007 - $149,000 from PML and $36,000 from PCO).  During the six months ended June 30, 2008 the Company also received approximately $20,000 ($73,000 for the same period in 2007) of royalty income relating to the NSR.
 
The above related party transactions are in the normal course of operations and have been measured at the exchange amount between the related parties.
 
10.
Supplemental Cash Flow Information:
 
   
Three
months
ended
June 30,
2008
   
Three
months
ended
June 30,
2007
   
Six
months
ended 
June 30,
 2008
   
Six
months
ended
June 30,
 2007
 
Equipment purchased on issuing note payable
  $ 1,205     $ -     $ 1,445     $ -  
Mineral rights purchased on issuing note payable to CVRD (Note 5(c)
  $ 5,494     $ -     $ 5,494     $ -  
Cash in trust relating to exercise of purchase warrants
  $ -     $ -     $ -     $ 15,865  
                                 
 
   
Three
months
ended
June 30,
2008
   
Three
months
ended
June 30,
2007
   
Six
months
ended 
June 30,
 2008
   
Six
months
ended
June 30,
 2007
 
Interest paid
  $ 4,603     $ 676     $ 4,986     $ 3,155  
 
At June 30, 2008 cash and cash equivalents included R$22.0 million ($13.8 million) in bank certificates of deposit (December 31, 2007 - R$38.0 million ($21.4 million) and Cdn$13.0 million ($12.8 million) of cashable guaranteed investment certificates (December 31, 2007 - Cdn$0.0).
 
11.      Capital Disclosures:
 
The Company manages its capital structure in order to support the acquisition, exploration and development of mineral properties; and to maximize return to stakeholders through a flexible capital structure which optimizes the costs of capital and the debt and equity balance. The Company sets the amount of capital in proportion to risk by managing the capital structure and making adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. To adjust or maintain our capital structure, the Company may adjust the amount of long term debt, enter into new credit facilities, purchase some of its common shares for cancellation pursuant to normal course issuer bids or issue new common shares.  The Company’s overall strategy remains unchanged from 2007.
 
The capital structure of the Company consists of notes payable (Note 5) and all of the components of shareholders’ equity.
 
The Company is not subject to externally imposed capital requirements.
 
 
15

JAGUAR MINING INC.
 
Notes to Interim Consolidated Financial Statements
(tabular dollar amounts in thousands of U.S. dollars, except per share amounts)
Three months ended June 30, 2008
(Unaudited)

 
12.      Subsequent Event:
 
On August 11, 2008, PML filed a petition for judicial restructuring in Belo Horizonte, state of Minas Gerais, Brazil.  At this time the Company believes the financial impact is indeterminable. Prior to the filing, the primary shareholders of PML; BZI and IMS, provided a guarantee of PML’s obligation to MSOL, a 100% owned subsidiary of the Company. This guarantee will ensure the recovery of the Net Smelter Royalty due from PML.  As at June 30, 2008 the amount of the obligation is approximately $1.1 million.
 
13.      Comparative Figures:
 
 
  Certain comparative figures have been reclassified to conform to the current period’s presentation.
 
 
16
EX-99.2 3 ex992.htm Q2 MDA ex992.htm
Exhibit 99.2
 
JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
 
The following discussion of the operating results and financial position of Jaguar Mining Inc. (“Jaguar" or the "Company”) should be read in conjunction with the annual audited consolidated financial statements and the notes thereto of the Company for the years ended December 31, 2007 and 2006 and the unaudited consolidated financial statements and the notes thereto of the Company for the interim periods ended June 30, 2008 and 2007.  The financial statements have been prepared in accordance with accounting principles generally accepted in Canada and the annual audited financial statements have been reconciled to U.S. generally accepted accounting principles.
 
The discussion and analysis contained in this MD&A are as of August 11, 2008.
 
FORWARD-LOOKING STATEMENTS
 
Certain statements in this Management’s Discussion and Analysis (“MD&A”) constitute "Forward-Looking Statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities legislation.  These Forward-Looking Statements include, among others, statements concerning the Company's future objectives, measured and indicated resources and proven and probable reserves, their average grade, the commencement period of production, cash operating costs and completion dates of feasibility studies, gold production and sales targets, capital expenditure costs, future profitability and growth in reserves.  Forward-Looking Statements can be identified by the use of words, such as "are expected", "is forecast", “is targeted”, "approximately" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.  Forward-Looking Statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, or performance to be materially different from any future results or performance expressed or implied by the Forward-Looking Statements. 
 
These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other ecological data, fluctuating gold prices and monetary exchange rates, the possibility of project cost delays and overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future, uncertainties related to production rates, timing of production and the cash and total costs of production, changes in applicable laws including laws related to mining development, environmental protection, and the protection of the health and safety of mine workers, the availability of labour and equipment, the possibility of labour strikes and work stoppages  and changes in general economic conditions.  Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-Looking Statements, there may be other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. 
 
These Forward-Looking Statements represent our views as of the date of this discussion.  The Company anticipates that subsequent events and developments may cause the Company's views to change.  The Company does not undertake to update any Forward-Looking Statements, either written or oral, that may be made from time to time by, or on behalf of the Company, subsequent to the date of this discussion, other than as required by law.  For a discussion of important factors affecting the Company, including fluctuations in the price of gold and exchange rates, uncertainty in the calculation of mineral resources, competition, uncertainty concerning geological conditions and governmental regulations and assumptions underlying the Company's Forward-Looking Statements, see the "CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS" and "RISK FACTORS" as filed in the Company’s Annual Information Form for the year ended December 31, 2007, filed on SEDAR and available at www.sedar.com,  and its filings, including the Company's Annual Report on Form 40-F for the year ended December 31, 2007, filed with the U.S. Securities and Exchange Commission, which are available at www.sec.gov on EDGAR. Further information about the Company is available on its corporate website www.jaguarmining.com.
 
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF INFERRED AND MEASURED AND INDICATED RESOURCES
 
This document includes the term "inferred resources" and "measured and indicated resources".  The Company advises U.S. investors that while such terms are recognized and permitted under Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.   U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into proven or probable reserves.
 
 
1

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
"Inferred resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies.  U.S. investors are cautioned not to assume that any part or all of an inferred resource exists or is economically or legally mineable.
 
SUMMARY DESCRIPTION OF JAGUAR’S BUSINESS
 
Jaguar is engaged in gold production and in the acquisition, exploration, development and operation of gold producing properties in the Iron Quadrangle region of Brazil, a greenstone belt located near the city of Belo Horizonte in the state of Minas Gerais.  Through a joint venture with Xstrata plc (“Xstrata”), the Company is also engaged in gold exploration at a greenfield site in the northeast of Brazil covering 159,000 acres.  In addition, the Company may consider the acquisition and subsequent exploration, development and operation of non-gold mineral properties in Brazil.
 
The Company is currently producing gold at its Turmalina, and Sabará operations.  Paciência is in the commissioning phase, and its first gold pour occurred on July 24, 2008.  The Company is also finalizing NI 43-101 feasibility study technical reports for its Caeté Project and the Phase I expansion of the Turmalina operation, which the Company plans to file on SEDAR during August of 2008.
 
The Company believes that it is one of the fastest growing gold producers in the world. The Company’s goal is to become a mid-sized gold producer and to increase gold output nearly ten-fold from the 70,000 ounces produced in 2007 to nearly 700,000 ounces by 2014. Coupled with existing cash on hand, and based on the Company’s assumptions concerning production costs, foreign currency exchange rates, forward gold prices and limited borrowings, the Company believes it has a fully funded plan. A sensitivity analysis, which addresses deviations from certain base assumptions for feed grade, costs, and other variables, used in the development of various technical reports the Company has previously filed, is provided in the Company’s Annual Information Form for the year ended December 31, 2007, dated March 24, 2008, and is available on SEDAR at www.sedar.com.
 
The Company believes that the development initiatives it has carried out to date, which include over 20 km of underground development at its properties in Minas Gerais, give it a reasonable basis to express confidence that sufficient mineral resources exist and additional resources will be identified to reach and sustain its production targets for the foreseeable future. The Company’s primary properties remain open at depth and along strike. Given the management team's extensive experience operating in the Iron Quadrangle, coupled with the geological characteristics of other gold operations in the same district, management believes the identification of additional gold resources to meet the Company’s production targets will not be a constraining issue.
 
The Company believes it has a cost structure that places it in a highly competitive position compared to other mid-sized gold producers.  The Company believes that it experiences significantly lower capital costs per installed ounce of capacity, than many of its competitors in large part due to the shallow nature of its underground operations.
 
PROJECT DEVELOPMENT REVIEW - OPERATIONS AND EXPLORATION
 
Production
 
During the quarter ended June 30, 2008, the Company produced a total of 20,782 ounces of gold at Sabará and Turmalina at an average cash operating cost of $455 per ounce compared to 17,188 ounces at an average cash operating cost of $328 per ounce during the same period last year. Turmalina operations, at a cash operating cost of $390 per ounce accounted for 78% of the Company’s total production.  Cash operating costs for the quarter ended June 30, 2008 were impacted by lower grades at Sabará and Turmalina, and the weaker US dollar (“US$”) compared to the Brazilian real (“R$”).  On a per ton of ore basis, mining and processing costs at Sabará and Turmalina were on budget.  However, as run-of-mine grades were lower, particularly at Turmalina due to unexpected dilution, on a per ounce of gold basis, cash operating costs increased. Over half of the increase in average cash operating costs can be attributed to the weakness of the US$.  The average exchange rate for the quarter ended June 30, 2008 was R$1.66/US$1.00 compared to R$1.98/US$1.00 for the quarter ended June 30, 2007. Other factors contributed to higher cash operating costs, which are explained below under the sections Turmalina - Operations and Sabará - Operations.
 
2

 
JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
          During the quarter ended June 30, 2008, commissioning continued at Paciência and the first gold pour occurred on July 24, 2008 for a total of 400 ounces of gold poured into doré.
 
As a result of a four-week delay in the commissioning at Paciência, which was caused by a seam in the tailings pond liner (see below under Production and Operating Performance for a more detailed discussion) management reassessed its FY 2008 production targets and full year estimated cash production costs.  The revised production and cost figures are as follows:
 
Operation
1ST Half 2008
Production
 2nd Half 2008
Production
FY 2008 Est.
Production
FY 2008 Est.
Cash Cost
 
(oz)
(oz)
 (oz)
($/oz)
Turmalina
33,476
41,524-46,524
75,000-80,000
$365-380
Paciência
-
25,000-30,000
25,000-30,000
$520-535
Sabará
8,719
9,281-11,281
18,000-20,000
$600-620
   Total
42,195
75,805-87,805
118,000-130,000
$435-450
Note: Estimated cash costs based on actual 1st half exchange rate of R$1.69/US$1.00 and estimated 2nd half exchange rate of R$1.65/US$1.00.

 

 

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3

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
 
Production and Operating Performance

The following tables set forth certain operating data at Sabará and Turmalina for the quarters and six months ended June 30, 2008 and 2007.
 
Quarter Ended June 30, 2008 Operating Data
 
   
Ore
Processed
(t000)
   
Feed grade
(g/t)
   
Recovery grade (g/t)
   
Production (ounces)
   
Cash
Operating
cost/t
   
Cash
Operating cost/ounce
 
Sabará
    134       1.43       0.94       4,461     $ 22.70     $ 693.00  
Turmalina
    122       4.81       4.22       16,321       53.40       390.00  
Total
    256       3.04       2.54       20,782     $ 37.30     $ 455.00  
 
Quarter Ended June 30, 2007 Operating Data
 
   
Ore
Processed
(t000)
   
Feed grade
(g/t)
   
Recovery grade (g/t)
   
Production (ounces)
   
Cash
Operating
cost/t
   
Cash
Operating cost/ounce
 
Sabará
    139       2.11       1.41       6,605     $ 21.40     $ 440.00  
Turmalina
    91       4.98       4.15       10,583       38.20       258.00  
Total
    230       3.24       2.49       17,188     $ 28.00     $ 328.00  

Six Months Ended June 30, 2008 Operating Data
 
   
Ore
Processed
(t000)
   
Feed grade
(g/t)
   
Recovery grade (g/t)
   
Production (ounces)
   
Cash
Operating
cost/t
   
Cash
Operating cost/ounce
 
Sabará
    243       1.51       1.01       8,719     $ 22.50     $ 645.00  
Turmalina
    224       5.22       4.59       33,476       58.10       389.00  
Total
    467       3.29       2.72       42,195     $ 39.60     $ 442.00  
 
Six Months Ended June 30, 2007 Operating Data
 
   
Ore
Processed
(t000)
   
Feed grade
(g/t)
   
Recovery grade (g/t)
   
Production (ounces)
   
Cash
Operating
cost/t
   
Cash
Operating cost/ounce
 
Sabará
    214       2.39       1.59       11,311     $ 24.50     $ 414.00  
Turmalina
    154       4.97       4.29       18,006       35.20       236.00  
Total
    368       3.46       2.71       29,317     $ 28.90     $ 305.00  
 
The Company’s operations, project development and exploration during the quarter ended June 30, 2008 are described below.
 
Turmalina
Operations
 
Turmalina is an underground mine transitioning from the “sublevel stoping with paste fill” to a predominantly “cut and fill” mining methods.  Turmalina is currently processing 1,300 tonnes per day (“tpd”) of ore in its carbon-in-pulp (“CIP”) plant, which is the design operating level.
 
During the quarter ended June 30, 2008, Turmalina produced 16,321 ounces of gold at a cash operating cost of $390 per ounce compared to 10,583 ounces at a cash operating cost of $258 per ounce during the quarter ended June 30, 2007.   Ore production at Turmalina totaled 127,892 tonnes at an average ROM grade of 4.60 g/t.  The ore processed through the mill totaled 122,336 tonnes at an average feed grade of 4.81 g/t.  The average gold recovery grade was 88%, slightly below the design rate of 90%.   The difference in the gold recovery rate was caused largely by the variability of ore feed grades, which have been impacted by unplanned dilution caused by unanticipated rock mechanics issues.  To address the unplanned dilution, the Company decided to transition the mining method from sublevel stoping to cut and fill.  The implementation of the cut and fill method at other ore bodies at Turmalina has shown significant improvements over sublevel stoping.
 
 
4

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
 
Exploration - - Brownfield
 
Based on the Turmalina Expansion feasibility study, the Company recently added an estimated 1,265,802 tonnes at an average 3.12 g/t containing 126,879 ounces of proven and probable gold reserves to the Turmalina reserve base.  The Company expects to file the NI 43-101 feasibility study technical report on SEDAR during August of 2008.  Preliminary engineering to expand the processing circuits above ground at Turmalina is underway.  The Company expects start-up of the expansion during the quarter ending March 31, 2009.
 
Jaguar is currently carrying out trenching and in-fill drilling in the Satinoco area of the Turmalina Mine.  To-date, 18 drill holes totaling 4,303m have been completed.  The most relevant drill results, which indicate the mineralization is open at depth, are shown in the table below:
 
Hole
Mineralized Intervals
From
To
Grade
Length
FSN-114
337.80
342.20
1.07
4.40
FSN-115
64.70
67.80
2.50
3.10
FSN-116
111.80
113.10
2.24
1.30
FSN-121
15.45
29.25
3.90
13.80
FSN-125
109.00
112.50
1.95
3.50
FSN-129
311.00
312.00
2.34
1.00
317.00
319.00
4.25
2.00
FSN-130
122.00
124.00
9.12
2.00
131.00
133.05
3.85
2.05
FSN-132
79.00
80.00
6.40
1.00
FSN-133
83.00
85.00
5.85
2.00
        Note: Not all holes represent true width
 
 
Drill holes FSN-115, FSN-132 and FSN-133 led to the discovery of a new zone of mineralization in the Satinoco structure, 100 m to the southwest of the existing resource base.  Although not considered in the Phase I feasibility study for the expansion of Turmalina, these new drill results further enhance the economics for this initiative.
 
In addition, the Company is currently drilling to a depth of 850 m to confirm the continuity of the Turmalina Mine’s Main and Northeast ore bodies to this depth.
 
Sabará
Operations
 
Sabará is an above ground mine from which oxide ore is processed at a 1,500 tpd carbon-in-column (“CIC”) plant.
 
During the quarter ended June 30, 2008, Sabará produced 4,461 ounces of gold at an average cash operating cost of $693 per ounce.  Cash operating costs in the quarter were primarily impacted by lower ore grades.  The feed grade of ore processed in the quarter ended June 30, 2008 averaged 1.43 g/t compared to 2.1 g/t in the quarter ended June 30, 2007.
 
In order to add oxide resources to feed the Sabará Plant and thereby increase its mine life, the Company developed an exploration program at Sabará and Caeté in a 15,000 hectare area.  The primary target, a new oxide, high grade zone located near the Sabará Plant, is called Serra Paraíso. The Company recently received the permits necessary to commence mining at the Serra Paraíso mineralized zone.  Pre-stripping operations have begun and mining is expected to commence late in the quarter ending September 30, 2008. Management expects production from the Serra Paraíso Target will reduce cash operating costs for the Sabará operation.
 
5

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Exploration - - Greenfield
 
During 2007, the Company concluded drilling activities at the Serra Paraíso Target, which included 60 drill holes totaling 4,590 meters. The main results from the Company’s drilling program are presented below:
 
Serra Paraíso Target - Main Drill Results
Hole
Intervals
From (m)
To (m)
Grade (g/t)
Length (m)
FLV-001
57.90
62.15
6.53
4.25
 
78.75
79.70
15.67
0.95
FLV-003
44.05
47.05
2.70
3.00
FLV-005
38.15
45.20
2.10
7.05
47.80
50.70
2.02
2.90
FLV-006
48.40
49.40
4.25
1.00
FLV-007
22.35
27.15
6.32
4.80
49.05
50.35
22.00
1.30
FLV-011
9.50
10.50
5.13
1.00
28.90
30.90
2.49
2.00
FLV-014
19.50
23.90
2.45
4.40
FLV-018
22.60
29.45
3.12
6.85
FLV-020
72.20
74.60
3.25
2.40
87.15
90.05
4.18
2.90
FLV-023
81.50
83.80
9.21
2.30
87.95
89.20
7.48
1.25
95.80
99.10
4.51
3.30
FLV-024
19.45
23.55
1.89
4.10
FLV-025
80.80
81.80
8.78
1.00
FLV-027
96.05
98.45
1.93
2.40
FLV-029
68.00
70.15
6.60
2.15
FLV-030
98.45
103.10
2.38
4.65
FLV-031
96.40
98.75
2.02
2.35
FLV-033
50.10
51.40
4.75
1.30
FLV-035
95.95
100.85
1.72
4.90
FLV-036
58.80
66.45
3.26
7.65
FLV-040
40.25
41.20
4.30
0.95
FLV-041
33.50
35.50
27.13
2.00
FLV-045
28.25
32.10
2.01
3.85
FSP-002
34.10
40.80
5.38
6.70
FSP-004
33.30
35.45
5.95
2.15
FSP-005
57.75
62.75
2.20
5.00
FSP-006
11.55
13.55
2.58
2.00
FSP-007
27.40
29.15
2.02
1.75
FSP-009
11.55
14.70
2.04
3.15
FSP-013
78.10
81.70
1.86
3.60
Note: Not all holes represent true width
 
Results of metallurgical recovery tests have confirmed that ore from the Serra Paraíso Target can be treated at Jaguar’s nearby Sabará Plant.
 
In addition, the Company is conducting channel sampling, soil geochemistry and trenching at three different targets near the Sabará operations.  Preliminary results are encouraging and have given rise to a defined drill program.
 
6

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Paciência
Operations
 
                Paciência’s Santa Isabel Mine is an underground mine utilizing the cut and fill mining method and a treated tailings backfill system. Ore produced at the Santa Isabel Mine is transported to the new 1,800 tpd CIP processing plant, which is currently under commissioning.
 
Commissioning of the Paciência operation was interrupted for approximately four weeks during the quarter ended June 30, 2008 to repair a seam in the tailings pond liner which was improperly installed by a contractor.  During the initial charging and testing of the tailings facility, a leak was detected by sub-surface monitors and ramp-up was delayed.  There was no discharge from the tailings pond.  It took approximately four weeks to properly repair and test the affected portion of the liner and commissioning resumed.
 
As of mid-July, the Paciência Plant is processing approximately 1,200 tpd averaging 2.2 to 2.4 g/t.  The Paciência operation is designed to process 1,800 tpd of ore at an average run-of-mine grade of 4.4 g/t.  During the commissioning, the Company was able to achieve the design milling rate of 1,800 tpd for a period of time.  The first gold pour occurred on July 24, 2008 for a total of 400 ounces of gold poured into doré, which was then shipped to a nearby refinery for further treatment and sale.
 
Given the delay in the commissioning of the Paciência operation, Jaguar has revised its 2008 gold production outlook for the Paciência operation to between 25,000 oz. to 30,000 oz.  The Company had previously estimated 2008 production for this new facility could reach 49,000 oz.
 
Exploration - - Brownfield
 
During the quarter ended June 30, 2008, the Company continued its exploration program in the NW01 and Conglomerates Targets, including drifts for mine development, to add additional tonnes vertically and horizontally and further increase the resource base for the Paciência Project.  Jaguar plans to drill 2,000 m at the NW01 Target in 2008.  At the Conglomerates Target, the Company is conducting a 9,000 m in-fill drilling program in order to evaluate a 200,000-oz pre NI 43-101 resource base.  To-date, 26 drill holes totaling 6,746 m have been completed.  The main results from Jaguar’s drilling program on the Conglomerates Target are presented below:
 
Hole
 
From (m)
To (m)
Grade (g/t)
Length (m)
FPL-02A
277.95
279.70
20.14
1.75
FPL-04
202.25
204.80
6.74
2.55
FPL-05
141.30
142.20
6.12
0.90
FPL-07
318.20
318.60
1.98
0.40
FPL-08
219.80
220.30
1.85
0.50
FPL-09
303.90
304.40
3.38
0.50
FPL-11
315.90
316.00
20.75
0.10
FPL-12
336.35
339.05
3.96
2.70
FPL-14
348.10
348.45
1.53
0.35
FPL-18
320.90
321.70
1.09
0.80
FPL-20
286.30
286.70
4.30
0.40
FPL-23
304.10 
305.95 
1.44
1.40
FPL-24
235.90 
236.75 
10.50
0.85
FPL-25
228.70 
231.55 
3.65
2.85
                   Note: Not all holes represent true width

7

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Caeté Project
Development
 
Jaguar’s Board of Directors has approved Phase I (700,000 tpy) feasibility study of the Caeté Project and construction is underway.  During the development of the feasibility study, Jaguar increased the overall scope and size of the project from 600,000 tpy to 1.1 million tpy of ore mined and processed.  Jaguar’s management elected to extend the timing of the feasibility study in order to combine two expansion phases.  As a result of combining the first two expansion phases, the average annual gold production was raised from 93,000 oz/yr to 140,000 oz/yr, within the scope of the feasibility study.  The Company expects to file the feasibility study on SEDAR in August of 2008, which is later than originally expected as a result of the decision to combine two expansion phases prior to completing the study.
 
Based on the feasibility study, the Company has initiated civil works for the milling and treatment circuits on the site of Jaguar’s previously operated CIC processing plant.  This regional processing plant will treat ore mined at Jaguar’s Pilar and Roça Grande mines.  The Company intends to use a combination of cut and fill and selective stoping methods at both mines, which contemplates a treated tailings backfill system.  The processing facilities will include crushing and grinding circuits followed by a gravity separation circuit along with a leaching and carbon-in-pulp adsorption/desorption/recovery (“CIP-ADR”) plant to process.  All necessary permits and licenses for the construction and commissioning phase have been received.  The Company expects that commissioning operations at the Caeté Project will begin in Q3 2009.
 
The feasibility study is being prepared for Jaguar by Ivan C. Machado, M.Sc., P.E., P.Eng., Principal of TechnoMine Services, LLC (“TechnoMine”).  Based on the results of the feasibility study, the after-tax net cash flow of the Caeté Project is estimated at $171 million using the following criteria:
 
Estimated Mineral Reserves:      6,106,200 t @ 4.57 g/t Au, containing approximately 897,200 oz of gold
Mill Feed Grade:                           4.43 g/t Au
Mining Rate:                                 1.1 million tpy (Phase I - 700,000 tpy)
Process Recovery:                        92.6%
Annual Average Production:     140,000 oz per year (Phase I - 93,000 oz per year)
Mine Life:                                      7 years
Begin Commissioning:                 Q3 2009
Total Investment:                         $134.8 million (Phase I - $90.5 million)
Average Cash Cost:                     $344 per oz
Total Production Cost:                $511 per oz, including invested capital
Exchange Rate:                             Construction Period: R$1.69 = US$1
                        
Operating Period: R$1.88 = US$1
Gold Price:                                      $834 per oz
IRR:                                                 24.2% per year
NPV @ 0%:                                    $178.8 million after tax
 
As the Company continues further development at both Roça Grande and Pilar Mines, management anticipates additional conversion of existing identified resources and the discovery of new resources to be brought into the mine plan, which will further improve the overall economics for the project.
 
Exploration - - Brownfield
 
The Company is conducting drilling at three additional targets in close proximity to the new Caeté treatment and processing plant.  It is expected that any additional resources identified at the target will be processed at the new site.
 
On the first target, the Company is conducting drilling to evaluate the extension of the mineralization at depth. To date, 19 drill holes totaling 5,900 m have been completed at depths of up to 480 m.  The Company expects to conclude this phase of the drill program in August of 2008.  The drilling results acquired to-date on this first new target are presented below:
 
8

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
 
Hole
From (m)
To (m)
Au Grade (g/t)
Length (m)
FJV-22
265.50
266.50
2.93
1.70
269.20
270.15
2.44
0.95
FJV-23
296.30
299.25
2.49
2.95
FJV-24
285.75
286.75
2.05
0.95
FJV-25
291.85
292.70
1.94
0.85
295.05
299.10
2.20
4.05
310.55
311.35
3.62
0.80
349.40
350.95
5.11
1.55
FJV-26
227.50
228.45
2.75
0.95
232.20
233.10
2.18
0.90
FJV-27
201.05
203.05
3.96
2.00
324.65
325.50
1.91
0.85
326.45
327.45
1.60
1.00
330.45
331.35
5.13
0.90
331.35
336.20
1.24
4.85
339.15
340.15
14.85
1.00
342.15
343.15
2.47
1.00
351.95
354.45
4.58
3.50
FJV-28
291.75
295.50
8.17
3.75
299.35
300.25
4.93
0.90
FJV-29
221.80
222.80
3.35
1.00
FJV-30
293.80
297.70
1.56
3.90
301.45
303.40
5.25
1.95
306.30
307.20
1.24
0.90
309.20
310.15
2.35
0.95
FJV-31
318.30
319.20
4.42
0.90
319.20
321.20
1.23
2.00
323.15
324.10
1.45
0.95
329.85
331.70
7.28
1.85
FJV-32
392.85
393.85
1.39
1.00
FJV-33
415.80
416.80
1.00
1.00
FJV-34
324.80
325.80
4.80
1.00
327.70
328.55
3.19
0.85
FJV-35
311.45
312.45
1.88
1.00
320.05
321.90
2.27
1.85
FJV-36
266.30
267.30
1.23
1.00
FJV-37
305.65
307.50
1.62
1.85
315.10
316.10
2.69
1.00
323.80
324.80
20.65
1.00
328.55
333.30
1.16
3.75
339.10
343.85
2.08
4.75
 

 
 

 
9

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Hole
From (m)
To (m)
Au Grade (g/t)
Length (m)
FJV-38
203.65
205.60
1.75
1.95
208.55
213.40
3.92
4.85
349.55
352.15
4.04
2.60
354.10
356.00
6.50
1.90
FJV-39
202.40
206.20
5.38
3.80
345.65
348.45
5.61
2.80
FJV-40
317.10
323.70
6.40
6.60
                                    Note: Not all holes represent true width
 
Two additional targets are located in the same host structure as the Roça Grande ore bodies.  Exploration conducted previously in the area by former owners led to a pre NI 43-101 resource base of 800,000 t @ 2.44 g/t containing 63,000 oz of gold.  Jaguar is conducting a 3,000-m drill program at these targets to delineate a resource to meet NI 43-101 standards.  To date, 18 drill holes totalling 1,100 m have been completed.  The most promising results from Jaguar’s drilling program on these two new targets are presented below:
 
Hole
 
From (m)
To (m)
Grade (g/t)
Length (m)
FCM-13
20.65
24.20
2.20
3.55
FCM-14
16.40
17.10
7.93
0.70
23.10
24.05
13.67
0.95
FCM-15
7.05
9.10
3.49
2.05
FCM-18
20.45
26.05
1.26
5.60
FCM-20
17.35
20.50
2.26
3.15
FCM-21
21.90
23.85
15.76
1.95
FCM-24
44.80
49.15
6.00
4.35
FCM-25
37.40
39.30
4.47
1.90
FMC-26
36.80
39.15
2.66
2.35
FCM-27
67.05
70.05
1.53
3.00
77.55
82.75
1.37
5.20
91.25
94.00
2.55
2.75
96.60
105.00
2.27
8.40
                                    Note: Not all holes represent true width
 
           All the drill results contained in this MD&A were reviewed by Ivan C. Machado, M.Sc., P.E., P.Eng., Principal of Salt Lake City based TechnoMine Services, LLC.  Mr. Machado serves as Jaguar's independent Qualified Person in accordance with NI 43-101.  SGS Geosol Laboratories of Belo Horizonte, Minas Gerais provided independent sample preparation and assay services, using standard industry practices.
 
Mineral Resources and Reserves
 
The tables below reflect the estimated mineral resource and reserve information available to Jaguar as of July 29, 2008, except as noted below.  Ivan C. Machado, M.Sc., P.E., P.Eng. revised the Company’s resources and reserves.  Mr. Machado is a Qualified Person as such term is defined in NI 43-101.
 
10

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Table 1 - Summary of Estimated Mineral Resources*
 
   
RESOURCES
(tonnage and grades in grams/tonne)
                     
RESOURCES
(ounces Au)
 
   
Measured
(t)
     
g/t
   
Indicated
(t)
     
g/t
   
Measured
+
Indicated
(t)
     
g/t
   
Inferred
(t)
     
g/t
   
Measured
+
 Indicated
   
Inferred
 
Sabará
                                                                   
Sabará
    198,230       2.11       541,380       1.96       739,610       2.00       329,450       2.01       47,560       21,290  
Other(1)
    518,900       5.56       704,300       5.40       1,223,200       5.47       830,000       3.91       215,020       104,100  
Paciência
                                                                               
Santa Isabel(2)
Other(1)
    871,170 1,642,000      
5.59
3.68
      1,702,230 1,567,000      
5.00
3.97
      2,573,400 3,209,000      
5.20
3.82
      420,700 500,000      
5.44
5.00
      430,260 394,040       73,580 80,380  
Caeté Project
                                                                               
Pilar(3)
Roça Grande(3)
    1,355,378 3,340,207      
5.71
3.30
      1,249,154 3,396,617      
5.73
4.59
      2,604,532 6,736,824      
5.72
3.95
      1,620,584 1,377,260      
6.59
4.43
      478,754 855,660       343,293 196,387  
Turmalina
                                                                               
Faina and Pontal(4)
Principal and NE
Satinoco(5)
    339,600 276,000 525,418      
5.64
6.10
3.53
      1,191,000 2,577,000 1,098,512      
5.70
 7.10
3.23
      1,530,600 2,854,000 1,623,930      
5.69
7.00
3.33
      120,000 1,027,000 479,741      
5.70
 6.40
 3.70
      280,000 644,000 173,709       22,000 211,000 57,112  
TOTAL IN SITU RESOURCES
      23,095,096       4.74       6,704,735       5.15       3,519,003       1,109,142  
 
Table 2 - Summary of Estimated Mineral Reserves*
 
   
Proven
(t)
     
g/t
   
Probable
(t)
     
g/t
   
Proven + Probable (t)
     
g/t
   
Ounces
Au
 
Sabará
                                               
Sabará
    156,730       1.86       351,880       1.65       508,610       1.71       27,970  
Turmalina
                                                       
Principal and NE
    234,000       5.50       2,682,000       6.30       2,916,000       6.30       587,000  
Satinoco
    372,803       3.43       892,999       2.99       1,265,802       3.12       126,879  
Paciência
                                                       
Santa Isabel(2)
    987,900       4.52       1,726,000       4.52       2,713,900       4.52       394,450  
Caeté
                                                       
Pilar3
Roça Grande3
   
1,125,655
1,807,171
     
5.13
3.38
     
1,258,691
 1,914,645
     
5.02
5.06
     
2,384,346
3,721,816
     
5.08
4.25
     
389,168
508,034
 
TOTAL
    4,684,259       4.10       8,826,215       4.98       13,510,474       4.69       2,033,501 **
 
 
*   Mineral resources listed in Table 1 include mineral reserves listed in Table 2.  Some columns and rows may not total due to rounding.
   
 
** Estimated resources and reserves as at July 21, 2008 are lower than indicated in Tables 1 and 2, as such figures do not take into account 2007 production or the amount of gold rejected to the tailings at the Turmalina operations.  2007 Turmalina production was 347,000 tonnes at 5.10 grams per tonne containing 45,527 ounces of gold.  In addition, figures do not reflect test mining production at Paciência during 2006 of 21,742 tonnes at 3.23 grams per tonne containing 2,260 ounces of gold.
 
 
(1)  TechnoMine Services, LLC (“TechnoMine”) NI 43-101 Technical Report on the Quadrilátero Gold Project filed on SEDAR on December 20, 2004.
 
 
(2)  TechnoMine NI 43-101 Feasibility Study Report on the Paciência Gold Project Santa Isabel Mine filed on SEDAR on August 9, 2007.
 
 
(3)  TechnoMine NI 43-101 Feasibility Study Technical Report on the Caeté Gold Project, which is currently being prepared and which the Company expects to file on SEDAR in August 2008.
 
 
11

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
 
(4)   
TechnoMine NI 43-101 Technical Report on the Turmalina Gold Project filed on SEDAR on December 20, 2004.
   
(5)   
TechnoMine NI 43-101 Feasibility Study Technical Report on the Turmalina Phase I Expansion Project, which is currently being prepared and which the Company expects to file on SEDAR in August 2008.
          
The Qualified Person, as such term is defined in NI 43-101, who prepared the Quadrilátero Gold Project Technical Report, the Turmalina Gold Project Technical Report, the Satinoco Target Feasibility Study Technical Report, the Paciência Gold Project Santa Isabel Mine Feasibility Study Report and the Caeté Gold Project Feasibility Study Technical Report is Ivan C. Machado, M.Sc., P.E., P.Eng. Mr. Machado is a principal of TechnoMine and is independent for the purposes of NI 43-101.
 
Scott Wilson Roscoe Postle Associates Inc. (“Scott Wilson RPA”) prepared NI 43-101 Technical Reports for Sabará and Turmalina, dated February 17, 2006 and July 31, 2006, respectively, and filed on SEDAR on March 2, 2006 and August 1, 2006, respectively.  These reports have not been updated to reflect any new information since the dates of the reports, including, but not limited to, resources and reserves, mine and plant production, metallurgy, operating and capital costs and environmental data.  The Qualified Persons who prepared the reports were Graham G. Clow, P.Eng., and Wayne W. Valliant, P.Geo. Mr. Clow and Mr. Valliant are employees of Scott Wilson RPA and are independent for the purposes of NI 43-101.  
 
OVERVIEW
 
During the quarter ended June 30, 2008, the market price of gold (London PM fix) traded in a range of $853 to $946, and averaged $896. This was approximately 34% higher than the average price for the quarter ended June 30, 2007. The average market price of gold for the six month period ended June 30, 2008 was $911, which is 38% higher than the average price for the same period in 2007.  The price performance of gold was marked with high levels of volatility. Gold has continued to be influenced by interest rate cuts, volatility in the credit and financial markets, strong investment demand and inflation expectations. A 10% change in the average market price of gold during the quarter ended June 30, 2008 would have changed income before income taxes approximately $2.1 million.
 
The Company reports its financial statements in US$, however a significant portion of the Company's expenses are incurred in either Canadian dollars (“Cdn.$”) or R$.  The continued weak US$ caused our costs reported in US$ to increase for the quarter ended June 30, 2008. The average rates of exchange for the Cdn.$ per US$1.00 for the quarter ended June 30, 2008 and the quarter ended June 30, 2007 were 1.01 and 1.10 respectively.  The average rates of exchange for the R$ per US$1.00 for the quarter ended June 30, 2008 and the quarter ended June 30, 2007 were 1.66 and 1.98 respectively. A 10% change in the average rates of exchange during the quarter ended June 30, 2008 would have changed income before income taxes approximately $1.4 million.
 
Summary of Quarterly Results
 
The following chart summarizes our quarterly results of operations for the previous eight quarters:
 
 
   
Three Months Ended
(unaudited)
($ in 000s, except per share amounts)
 
30-Jun
2008
   
31-Mar
2008
   
31-Dec
2007
   
30-Sep
2007
   
30-Jun
2007
   
31-Mar
2007
   
31-Dec
2006
   
30-Sep
2006
 
Net sales
  $ 21,187     $ 18,797     $ 14,915     $ 14,962     $ 11,415     $ 6,542     $ 6,304     $ 7,279  
Net income (loss)
    (351 )     839       (14,825 )     (8,654 )     (3,685 )     (496 )     (6,181 )     2,441  
Basic and diluted earnings per share
    (0.01 )     0.01       (0.28 )     (0.16 )     (0.07 )     (0.01 )     (0.13 )     0.05  
 
Net sales over the periods shown above generally trended higher due to both an increase in ounces of gold sold and an increase in the average realized gold price.
 
 
[The remainder of this page has been left intentionally blank]
 
 
 
 
12

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
 
Summary of Key Operating Results
             
   
Three Months Ended
   
Six Months Ended
 
   
June 30
   
June 30
 
   
2008
   
2007
   
2008
   
2007
 
(unaudited)
                       
($ in 000s, except per share amounts and shares outstanding)
                       
Gold sales
  $ 21,187     $ 11,415     $ 39,984     $ 17,957  
Ounces sold
    23,537       17,177       43,881       27,062  
Average sales price $ / ounce
    900       665       911       664  
Gross profit
    6,013       4,342       13,349       7,704  
Net income (loss)
    (351 )     (3,685 )     487       (4,181 )
Basic and diluted earnings (loss) per share
    (0.01 )     (0.07 )     0.01       (0.08 )
Weighted avg. # of shares outstanding - basic
    64,161,622       55,239,628       61,796,255       51,831,209  
Weighted avg. # of shares outstanding - diluted
    64,161,622       55,239,628       65,311,115       51,831,209  
 
Quarter ended June 30, 2008 compared to the Quarter ended June 30, 2007
 
Sales in the quarter ended June 30, 2008 increased from the quarter ended June 30, 2007, due to both an increase in ounces of gold sold and an increase in the average realized gold price.  The number of ounces of gold sold increased to 23,537 ounces which is an increase of 6,360 ounces (37%). The average realized gold price increased to $900 per ounce which is an increase of $235 (35%).
 
Sales for the six months ended June 30, 2008 increased $22.0 million compared to the six months ended June 30, 2007 due to an increase of 16,819 ounces of gold sold and an increase of $247 per ounce in the average realized gold price.  This represents a 62% increase in the number of ounces sold and a 37% increase in the average realized gold price.
 
Gross profit for the quarter ended June 30, 2008 increased to $6.0 million from $4.3 million for the quarter ended June 30, 2007.  For the six months ended June 30, 2008 gross profit increased to $13.3 million from $7.7 million for the same period in 2007 due primarily to the increase in sales.  Income before income taxes increased to $7.2 million from a loss of $2.7 million for the quarters ended June 30, 2008 and 2007 respectively.  For the six months ended June 30, 2008 income before income taxes increased to $8.2 million from a loss of $3.2 million for the same period in 2007.  The Company recognized net losses of $351,000 and $3.7 million for the quarters ended June 30, 2008 and 2007 respectively.  For the six months ended June 30, 2008 the Company recognized net income $487,000 versus a net loss of $4.2 million for the same period in 2007.
 
Income taxes for the quarter ended June 30, 2008 increased to $7.5 million from $1.0 million for the quarter ended June 30, 2007. This large increase in income taxes is related primarily to the significant strengthening of the R$ and its effect on the inter-company debt, which has increased substantially as a result of the Company making US$ loans to its Brazilian subsidiaries for the purpose of financing construction and operations in Brazil.  The Company is required to report a future income tax expense; however it is not actually required to pay such tax expense until such time as the inter-company debt is repaid.  The amount of the tax liability that will actually be payable will depend on the foreign exchange rate in effect at the time the inter-company debt is repaid, if ever.
 
The Company has bank accounts in Brazil, Canada and the United States.  Monies transferred into Brazilian banks by the Company are treated as loans to the Company’s wholly-owned Brazilian subsidiaries.  This debt is eliminated during consolidation in the Company’s reported financials. As a result of changes in foreign currency valuations, specifically the exchange rate of the R$ to the US$, the income tax expense the Company reports from period to period will vary as the inter-company debt is revalued in R$.  As a result of the significant strengthening of the R$ from R$1.75 to R$1.60 to the US$ during the quarter ended June 30, 2008, the Company, like other gold producers operating in Brazil, was required to record a future income tax expense of approximately $6.3 million on the revaluation of the US$ denominated inter-company debt.
 
For the six months ended June 30, 2008 income taxes increased to $7.8 million from $1.0 million for the same period in 2007 primarily for the reasons described in the paragraph above.
 
13

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Review of Certain Operating Expenses and Other Income and Expenses
             
   
Three Months Ended
   
Six Months Ended
 
   
June 30
   
June 30
 
   
2008
   
2007
   
2008
   
2007
 
(unaudited)
                       
($ in 000s, except per share amounts)
                       
Stock based compensation
    219       4,040       493       4,241  
Administration
    2,950       2,637       6,022       4,360  
Forward derivative loss (gain)
    -       (968 )     318       748  
Forward fx derivative gain
    (1,191 )     (686 )     (1,584 )     (1,150 )
Foreign exchange gain
    (5,691 )     (1,623 )     (7,939 )     (2,302 )
Interest expense
    3,088       3,331       7,158       4,350  
Interest income
    (1,457 )     (1,186 )     (2,702 )     (1,531 )
 
Stock based compensation expense varies depending upon when stock options vest.
Administration costs increased from $2.6 million during the quarter ended June 30, 2007 to $3.0 million during the quarter ended June 30, 2008 and from $4.4 million during the six months ended June 30, 2007 to 6.0 million for the same period in 2008.  The increase was mainly due to increased staffing needs related to the management of the engineering, procurement and construction (EPC) department as a result of the Company’s expansion of operations in Brazil.  In addition, costs increased due to the strengthening of the R$ against the US$.
During the quarter ended June 30, 2007, the Company recognized a gain of $968,000 on forward derivative contracts, which contracts the company purchased as required by the Turmalina loan facility, to manage the commodity price exposure on gold sales.  Losses of $318,000 and $748,000 were recognized in the six months ended June 30, 2008 and 2007 respectively associated with increases in the price of gold. During the quarter ended March 31, 2008, the Company closed the forward sales and forward purchase contracts. (See Risk Management Policies - Hedging).
The Company recognized an unrealized gain of $535,000 for the quarter ended June 30, 2008 versus an unrealized gain of $219,000 for the quarter ended June 30, 2007 on forward foreign exchange contracts used to manage currency exposure on the R$.  The Company also recognized realized gains of $656,000 for the quarter ended June 30, 2008 versus $467,000 for the quarter ended June 30, 2007 on forward foreign exchange contracts.  For the six months ended June 30, 2008 the Company recognized an unrealized loss of $343,000 and a realized gain of $1.9 million compared to an unrealized gain of $ 552,000 and a realized gain of $598,000 for the six months ended June 30, 2007.  (See Risk Management Policies - Hedging).
Foreign exchange gains of $5.7 million were recognized during the quarter ended June 30, 2008 (gain of $7.9 million for the six months ended June 30, 2008) versus a gain of $1.6 million during the quarter ended June 30, 2007 (gain of $2.3 million for the six months ended June 30, 2007) primarily due to volatility of the R$ and Cdn.$. During the quarter ended June 30, 2008, foreign exchange gains were incurred in Cdn.$ on cash on hand held in Canada, and cash on hand held in Brazil due to the changes of the R$ and Cdn.$ over the US$.
Interest expense decreased from $3.3 million during the quarter ended June 30, 2007 to $3.1 million during the quarter ended June 30, 2008. The change was due to a decrease in debt. The Company repaid the loan facility due to RMB International on March 13, 2008.  (See Note 5(a) to our quarter ended March 31, 2008 financial statements.)  For the six months ended June 30, 2008 interest expense increased to $7.2 million from $4.4 million for the same period in 2007 primarily due to the write-off of debt issuance costs relating to the repayment of the loan facility due to RMB International on March 13, 2008 and the interest incurred on the private placement notes issued on March 22, 2007.
Interest income increased from $1.2 million during the quarter ended June 30, 2007 ($1.5 million for the six months ended June 30, 2007) to $1.5 million during the quarter ended June 30, 2008 ($2.7 million for the six months ended June 30, 2008), due to interest earned on higher bank deposits.  Interest income was earned on deposits held in banks in Canada, the U.S. and Brazil.
 
 
 
 
14

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
FINANCIAL CONDITION, CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES 
 
Cash Flow Highlights
($ in 000s)
             
   
Three Months Ended
   
Six Months Ended
 
   
June 30
   
June 30
 
   
2008
   
2007
   
2008
   
2007
 
Operating activities
    (1,158 )     1,825       (3,426 )     (469 )
Financing activities
    (6,192 )     12,383       76,935       88,136  
Investing activities
    (29,774 )     (12,173 )     (55,623 )     (22,131 )
Effect of foreign exchange on non-U.S. dollar denominated cash and cash equivalents
    1,727       2,113       (2,322 )     2,684  
Increase in cash for the period
    (35,397 )     4,148       15,564       68,220  
Beginning cash balance
    96,672       78,831       45,711       14,759  
Ending cash balance1
    61,275       82,979       61,275       82,979  
1Cash balance excludes $3.1 million of restricted cash on June 30, 2008 and $3.3 million on June 30, 2007.
 
At June 30, 2008 and June 30, 2007, the Company had cash and cash equivalents of $61.3 million and $83.0 million, respectively.
 
Cash flow from operating activities consumed $1.2 million of cash during the quarter ended June 30, 2008 versus cash generated of $1.8 million during the quarter ended June 30, 2007 primarily due to larger increase in non-cash working capital.  Cash flow from operations consumed $3.4 million of cash during the six months ended June 30, 2008 versus $469,000 for the same period in 2007 primarily due to a larger increase in non-cash working capital.
 
Cash flow from operating activities adjusted for the change in non-cash operating working capital generated $5.8 million of cash during the quarter ended June 30, 2008 versus cash generated of $4.1 million during the quarter ended June 30, 2007 primarily due to an increase in gold sales and gross profit by the Company.  Cash flow from operations generated $10.9 million of cash during the six months ended June 30, 2008 versus $4.2 million for the same period in 2007. This increase in cash flow adjusted for the change in non-cash working capital is a result of an increase in gold sales and gross profit by the Company. (See Non-GAAP Financial Measure).
 
Financing activities consumed $6.2 million of cash during the quarter ended June 30, 2008 primarily for $3.6 million repayment of debt and $2.8 million for shares purchased for cancellation; and generated $12.4 million during the same period in 2007 primarily from the proceeds of the early warrant exercise program.   During the six months ended June 30, 2008 financing activities generated $76.9 million, primarily as a result of an equity financing in February 2008 that generated gross proceeds of Cdn$110.6 million ($109.6 million).  During the six months ended June 30, 2007 financing activities generated $88.1 million.  During March 2007 an early exercise program for listed warrants generated $18.8 million and a private placement of units generated gross proceeds of Cdn.$ 86.3 million ($74.5 million).  (See Notes 10(h) and 13(b) to the annual financial statements)
 
Investing activities consumed $29.8 million of cash during the quarter ended June 30, 2008 ($55.6 million for the six months ended June 30, 2008) versus $12.2 million for the quarter ended June 30, 2007 ($22.1 million for the six months ended June 30, 2007).  The funds were used for mineral exploration, projects under development and the purchase of property, plant and equipment.
 
The effect of foreign exchange on non-US$ denominated cash and cash equivalents was a $1.7 million gain during the quarter ended June 30, 2008 (quarter ended June 30, 2007 - $2.1 million gain). For the six months ended June 30, 2008 the effect of foreign exchange on the non-US$ denominated cash and cash equivalents was a $2.3 million loss versus a $2.7 million gain for the same period in 2007.  This reflects the changes of the R$ and Cdn.$ versus the US$.
 

15

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Cash Requirements - 2008 Capital Spending Program
($ in 000s)
                         
   
Three Months Ended
   
Six Months Ended
   
Remainder
   
Total
 
   
June 30, 2008
   
June 30, 2008
   
of  2008
   
Budget 2008
 
Caeté Project
  $ 12,052     $ 17,814     $ 12,468     $ 30,282  
Turmalina
    7,527       10,692       7,918       18,610  
Paciência Project
    12,370       26,409       14,264       40,673  
Other spending 1
    4,524       7,647       11032       18,679  
Total capital spending
  $ 36,473     $ 62,562     $ 45,682     $ 1 08,244  
 
 
1Includes construction of the central spare parts room, purchase of maintenance equipment, other improvements, replacements and head offices spending.
 
The Company believes that its cash held in accounts and cash flow generated by operations, which is expected to rise significantly as the operations under development are completed and brought on-line, along with limited borrowings will be sufficient to finance the expansion of existing operations and the construction of new projects and to fund other cash requirements for the remainder of 2008.
 
Total Capital Spending during the Period
($ in 000s)
             
   
Three Months Ended
 March 31, 2008
   
Six Months Ended
June 30, 2008
 
Capital spending - excluding exploration
  $ 25,658     $ 41,318  
Capital spending - exploration
    10,815       21,244  
Total capital spending
  $ 36,473     $ 62,562  
                 
Amount paid in cash
  $ 29,774     $ 55,623  
Amount financed
    6,699       6,939  
Total capital spending
  $ 36,473     $ 62,562  
 
           The Company has identified four primary uses of capital during 2008.  These include:
 
(a)           new mine development and processing capacity
(b)           expansion of existing operations
(c)           exploration at brownfield properties in the Iron Quadrangle
(d)           sustaining capital to maintain existing operations
 
 

 
 

 
 
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16

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Contractual Obligations
 
The Company’s contractual obligations as at June 30, 2008 are summarized as follows ($ in 000s):
                                       
   
2008
   
2009
   
2010
   
2011
     
2012+
   
Total
 
Contractual Obligations
                                     
Financing
                                     
    Principal
  $ 7,234     $ 11,191     $ 2 56     $ 75     $ 84,675     $ 103,431  
    Interest
    4,704       8,979       8,911       8,895       2,022       3 3,511  
                                                 
Management Agreements1
                                               
    Operations
    3 75       -       -       -       -       375  
                                                 
Suppliers Agreements
                                               
    Mine Operations2
    1,340       -       -       -       -       1,340  
    Drilling3
    802       -       -       -       -       802  
                                                 
Asset Retirement Obligations
    283       272       -       -       6,566       7,121  
Joint Venture Agreement4
    1,032       1,500       -       -               2,532  
Total
  $ 15,770     $ 21,942     $ 9,167     $ 8,970     $ 93,263     $ 149,112  
 
 
1The management agreement is renegotiated on an annual basis.  (See Note 9(a) to the Company's financial statements for the quarter ended June 30, 2008)
 
2The Company has the right to cancel the mine operations contract with 90 days advance notice.  The amount included in the contractual obligations table represents the amount due within 90 days.
 
3The Company has the right to cancel the drilling contract with 30 days advance notice.  The amount included in the contractual obligations table represents the amount due within 30 days.
 
4The Company entered into a formal agreement with Xstrata for the Company to explore the Pedra Branca Gold Project in Ceará, Brazil (See Note 17(b) to the Company's 2007 annual financial statements).
 
Balance Sheet Highlights
 
($ in 000s)                  
   
2008
   
June 30
2007
   
2006
 
Current assets
  $ 100,716     $ 104,321     $ 48,682  
Long term assets
    228,424       113,653       61,174  
Total assets
  $ 329,140     $ 217,974     $ 109,856  
                         
Current libilities
  $ 28,707     $ 21,047     $ 10,958  
Long term liabilities
    96,410       79,373       16,764  
Total liabilities
  $ 125,117     $ 100,420     $ 27,722  
 
Working capital decreased $11.3 million from $83.3 million at June 30, 2007 to 72.0 million at June 30, 2008 primarily due to an increase in current liabilities including accounts payable, notes payable and asset retirement obligations.
 
On February 21, 2008, the Company completed the equity financing referred to above for gross proceeds of Cdn.$110.6 million ($109.6 million).  The underwriters were paid a fee equal to four and one-half percent (4.5%) of the gross proceeds of the offering.  The proceeds of the offering were used primarily to fund capital expenditures for exploration and expansion at the Company’s three largest projects in Brazil, to close forward sales contracts (see Note 3(a) to the Company's financial statements for the quarter ended June 30, 2008) and repay project financing term debt and for general corporate purposes.
 
On March 22, 2007, the Company issued private placement notes for gross proceeds of Cdn.$86.3 million $74.5 million bearing a coupon of 10.5%, payable semi-annually in arrears. (See Note 10(h) to the Company's 2007 annual financial statements.)
 
17

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Risk Management Policies - Hedging
 
Forward Gold Sales and Purchase Contracts - Derivative Financial Instruments
 
During the quarter ended March 31, 2008, the Company paid RMB International (“RMB”) $22.1 million to close the forward sales contracts.  At December 31, 2007, forward sales contracts for 48,556 ounces were outstanding, which were to be settled at $527.10 at the end of each quarter over the term of the contracts.
 
During the quarter ended March 31, 2008, the Company closed the forward purchase contracts, realizing a gain of $7.4 million, effectively reducing the net loss on the forward contracts to $14.8 million, of which $14.5 million was accrued at December 31, 2007. At December 31, 2007 forward purchase contracts for 48,556 ounces were outstanding at an average cost of $823.81 per ounce.
 
With these transactions the Company has no forward gold production hedged.
 
Forward Foreign Exchange Contracts - Derivative Financial Instruments
 
The Company manages its exposure to changes in foreign exchange rates through the use of forward foreign exchange contracts to hedge certain future transactions denominated in foreign currencies. The Company hedges anticipated but not yet committed foreign currency transactions when they are probable and the significant characteristics and expected terms are identified.
 
As at June 30, 2008, the Company has forward foreign exchange contracts to purchase Brazilian reais at a weighted average rate of 1.8747 as follows:
 
   
Amount in thousands of
   
Settlement amount in
 
Settlement Date
 
US$
   
thousands of R$
 
2-Jul-08
  $ 1,000     R $  1,771  
31-Jul-08
    1,000       1,655  
31-Jul-08
    1,000       1,707  
29-Aug-08
    1,000       1,792  
29-Aug-08
    1,000       2,076  
30-Sep-08
    1,000       1,773  
31-Oct-08
    1,000       1,775  
28-Nov-08
    1,000       2,201  
30-Dec-08
    1,000       2,123  
Total
  $ 9,000     R $  16,873  
 
The terms of the contract require a percentage of the funds to be held on deposit as collateral to cover the contracts.  At June 30, 2008 and December 31, 2007, $3.0 million of cash was restricted for this purpose.
 
At June 30, 2008, current assets include $1.3 million (December 31, 2007 current assets include $1.7 million) of unrealized foreign exchange gains.  Included in the statement of operations are the following amounts of unrealized and realized gains or losses on foreign exchange derivatives:
 
   
Three Months Ended
 June 30
   
Six Months Ended
June 30
 
   
2008
   
2007
   
2008
   
2007
 
Unrealized loss (gain)
  $ (535 )   $ (219 )   $ 343     $ (552 )
Realized gain
    (656 )     (467 )     (1,927 )     (598 )
Total
  $ (1,191 )   $ (686 )   $ (1,584 )   $ (1,150 )
 
The forward exchange contracts are considered derivative financial instruments and are used for risk management purposes and not for generating trading profits.
 
18

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
The Company is exposed to credit-related losses in the event of non-performance by the major international financial institution handling the derivative financial instruments, but does not expect this highly rated counterparty to fail to meet its obligations.
 
This derivative financial instrument is not accounted for as a hedge. The unrealized gains and losses will be recognized in the operating income of the Company and are a result of the difference between the spot price of the R$ and the forward currency contract price as at the balance sheet date.
 
 Off-Balance Sheet Arrangements
 
The Company does not have any off-balance sheet investment or debt arrangements.
 
NORMAL COURSE ISSUER BID
 
In August 2007, the Company received approval from the TSX for a second normal course issuer bid to purchase up to the lesser of 2,760,224 common shares, being 5% of the issued and outstanding common shares of the Company at that time, or the number of common shares equal to a maximum aggregate purchase price of Cdn.$5.25 million. The normal course issuer bid commenced on August 30, 2007 and will terminate on August 29, 2008. In June 2008, the Company received approval from the TSX for an amendment to the second normal course issuer bid to purchase additional shares up to the lesser of 2,242,924 common shares, or the number of common shares equal to the maximum aggregate purchase price of Cdn.$10.0 million.
 
The Company purchased 285,000 shares at an average price of Cdn.$9.84 during the quarter ended June 30, 2008. As at June 30, 2008, the Company had purchased 517,300 of its common shares at an average price of Cdn.$10.06 under the second normal course issuer bid. These shares have been cancelled.  Future shares purchased under the normal course issuer bid will be scheduled for cancellation.
 
The Company decided to engage in a normal course issuer bid because it believes that, from time to time, the market price of its common shares may not reflect fully the underlying value of its business and future business prospects.  In such circumstances, the Company believes the outstanding common shares represent an attractive investment, since a portion of the Company’s excess cash can be invested for an attractive risk adjusted return on capital through its bid.
 
The Company entered into an automatic share purchase plan with a broker in order to facilitate repurchases of its common shares under its previously announced normal course issuer bid. Under the Company's automatic share purchase plan, the Company's broker may repurchase shares under the normal course issuer bid at times when the Company would ordinarily not be permitted to due to self-imposed blackout periods. The broker purchased on the Company’s behalf 304,000 shares at an average price of Cdn.$9.82 subsequent to the end of  the quarter ended June 30, 2008.
 
RELATED PARTY TRANSACTIONS
 
The Company incurred management fees of $375,000 for the six months ended June 30, 2008 ($375,000 for the six months ended June 30, 2007) from IMS Engenharia Mineral Ltda ("IMS"), a company held by several officers of the Company, which provides operating services to the Company's Brazilian subsidiaries.
 
 
19

 
JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
The Company incurred occupancy fees of $90,000 for the six months ended June 30, 2008 ($60,000 for the six months ended June 30, 2007) to Brazilian Resources, Inc. (“BZI”), a corporate shareholder, for use of administrative offices.  The Company moved to new administrative office space in December 2007.  The term of the agreement is three years beginning on the date of occupancy and the Company is responsible for paying for its portion of the leasehold improvements.  The amount paid by the Company for any capital improvements in excess of one-half will be treated as prepaid occupancy fees.  At June 30, 2008 prepaid expenses and sundry assets includes $72,000 (December 31, 2007 - $101,000) from BZI relating to leasehold improvements paid by the Company.
 
The Company also incurred consulting fees and administrative service charges of $167,000 from BZI for the six months ended June 30, 2008 ($317,000 for the six months ended June 30, 2007).  At June 30, 2008 accounts payable and accrued liabilities includes $46,000 (December 31, 2007 -$nil) for consulting fees.  The occupancy costs, consulting fees and administrative service fees are included in the statement of operations.
 
The Company recognized rental income of $9,000 from Prometálica Mineração Ltda (“PML”) and $34,000 from Prometálica Centro Oeste Mineração Ltda (“PCO”) for the six months ended June 30, 2008 ($55,000 from PML and $99,000 from PCO for the six months ended June 30, 2007) for providing temporarily idle equipment and equipment maintenance services.  PCO is controlled by IMS, a founding shareholder of the Company.  As at June 30, 2008 prepaid expenses and sundry assets includes $25,000 receivable from PML, and $76,000 from PCO (December 31, 2007 - $149,000 from PML and $36,000 from PCO).  During the six months ended June 30, 2008 the Company also received approximately $20,000 ($73,000 for the same period in 2007) of royalty income relating to the NSR.
 
SUBSEQUENT EVENT
 
On August 11, 2008, PML filed a judicial restructuring in Belo Horizonte, state of Minas Gerais, Brazil. At this time the financial impact of this action is indeterminate. Prior to the filing, the primary shareholders of PML; BZI and IMS, provided a guarantee of PML’s obligation to Mineração Serras do Oeste Ltda (“MSOL”), a 100% owned subsidiary of the Company. This guarantee will ensure the recovery of the Net Smelter Royalty due from PML. As at June 30, 2008 the amount of the obligation is approximately $1.1 million.
 
CRITICAL ACCOUNTING ESTIMATES
 
The preparation of its consolidated financial statements requires the Company to use estimates and assumptions that affect the reported amounts of assets and liabilities as well as revenues and expenses.  The Company’s accounting policies are described in Note 2 to its consolidated annual financial statements.  The Company’s accounting policies relating to work-in-progress inventory valuation and amortization of property, plant and equipment, mineral exploration projects, and site reclamation and closure accruals are critical accounting estimates that are subject to assumptions regarding reserves, recoveries, future gold prices and future mining activities.
 
Gold in process and ore in stockpiles are stated at the lower of average production cost and net realizable value.  Production costs include labor, benefits, material and other product costs.  These costs are charged to earnings and are included in cost of sales.  The assumptions used in the impairment assessment of gold in process inventories include estimates of gold contained in the ore stacked, assumptions of the amount of gold stacked that is expected to be recovered and an assumption of the gold price expected to be realized when the gold is recovered.  If these estimates or assumptions prove to be inaccurate, the Company could be required to write-down the recorded value of its work-in-progress inventories, which would reduce the Company’s earnings and working capital.
 
In addition, GAAP requires the Company to consider, at the end of each accounting period, whether or not there has been an impairment of the capitalized mineral exploration projects, property, plant and equipment. For producing properties, this assessment is based on expected future cash flows to be generated from the location.  For non-producing properties, this assessment is based on whether factors that may indicate the need for a write-down are present.  If the Company determines there has been an impairment because its prior estimates of future cash flows have proven to be inaccurate, due to reductions in the price of gold, increases in the costs of production, reductions in the amount of reserves expected to be recovered or otherwise, or because the Company has determined that the deferred costs of non-producing properties may not be recovered based on current economics or permitting considerations, the Company would be required to write-down the recorded value of its mineral exploration projects, property, plant and equipment, which would reduce the Company’s earnings and net assets.
 
20

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment.  In general, these laws and regulations are continually changing and, over time, becoming more restrictive which impacts the cost of retiring assets at the end of their useful life.  The Company recognizes management’s estimate of the fair value of liabilities for asset retirement obligations in the period in which they are incurred. A corresponding increase to the carrying amount of the related asset (where one is identifiable) is recorded and depreciated over the life of the asset. Where a related asset is not easily identifiable with a liability, the change in fair value over the course of the year is expensed. Over time, the liability will be increased each period to reflect the interest element (accretion) reflected in its initial measurement at fair value, and will also be adjusted for changes in the estimate of the amount, timing and cost of the work to be carried out.  Additionally, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required to be performed by the Company.
 
The Company’s mineral exploration projects and mining properties are depleted and depreciated on a units-of-production basis, which bases its calculations on the expected amount of recoverable reserves. If these estimates of reserves prove to be inaccurate, or if the Company revises its mine plan due to reductions in the price of gold or unexpected production cost increases, and as a result the amount of reserves expected to be recovered are reduced, then the Company would be required to write-down the recorded value of its mineral exploration projects and mining properties and to increase the amount of future depletion and amortization expense, both of which would reduce the Company’s earnings and net assets.
 
CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION
 
Other than the changes in accounting policies noted below, the interim consolidated financial statements of Jaguar Mining Inc. (the “Company”) follow the same accounting policies and methods of application as the annual audited consolidated financial statements. The interim consolidated financial statements do not contain all disclosures as required by Canadian generally accepted accounting principles for annual financial statements and accordingly should be read in conjunction with the Company’s annual audited consolidated financial statements.
 
(a) Effective January 1, 2008 the Company adopted the following new CICA Handbook Standards:
 
 
(i)    Financial Instruments Disclosure and Presentation:
 
In December 2006, the CICA published Section 3862 Financial Instruments- Disclosures and Section 3863, Financial Instruments- Presentation.  These standards introduce disclosure and presentation requirements that will enable financial statements’ users to evaluate, and enhance their understanding of, the significance of financial instruments for the entity’s financial position, performance and cash flows, and the nature and extent of risks arising from financial instruments to which the entity is exposed, and how those risks are managed. (Note 3)
 
 
(ii)   Capital Disclosures:
 
In December 2006, the CICA published Section 1535 of the Handbook, Capital Disclosures, which requires 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; (iv) the consequences of non-compliance in the event the entity has not complied.  This information will enable financial statements’ users to evaluate the entity’s objectives, policies and processes for managing capital.  (Note 10)
 
 
(iii) Inventories:
 
In January 2007, the CICA published Section 3031 of the Handbook, Inventories, which prescribes the accounting treatment for inventories.  Section 3031 provides guidance on determination of costs and its subsequent recognition as an expense, and provides guidance on the cost formulas used to assign costs to inventories.  The new standard did not impact the current or prior years financial statements.
 
 
(b) Accounting Principles Issued but not yet Implemented:
 
 (i) Adoption of International Financial Reporting Standards:
 
In January 2006, the Accounting Standards Board announced its decision to require all Publicly Accountable Enterprises to report under International Financial Reporting Standards (IFRS) for years beginning on or after January 1, 2011. These changes reflect a global shift to IFRS and they are intended to facilitate capital flows and bring greater clarity and consistency to financial reporting in the global marketplace.  The Company continues to monitor and assess the impact of convergence of Canadian GAAP and IFRS.
 
21

 
JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
 
(ii)   Goodwill and intangible assets:
 
In February 2008, the CICA issued accounting standard Section 3064 Goodwill and Intangible Assets replacing accounting standard Section 3062, Goodwill and Other Intangible Assets, and accounting standard Section 3450, Research and Development Costs. The new Section will be applicable to financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Company will adopt the new standards for its fiscal year beginning January 1, 2009. Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The Company is currently evaluating the impact of the adoption of this new Section.
 
INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS")
 
In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly impact financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five-year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for public accountable companies to convert from Canadian GAAP to IFRS. The transition date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.
 
The Company has begun assessing the Brazilian GAAP requirements for the transition to IFRS.
 
While the Company has begun assessing the adoption of IFRS, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.
 
NON-GAAP PERFORMANCE MEASURES
 
The Company has included the non-GAAP performance measures Cash Operating Cost per tonne processed and Cash Operating Cost per ounce processed in this document.  These non-GAAP performance measures do not have any standardized meaning prescribed by GAAP and, therefore, may not be comparable to similar measures presented by other companies.  The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use this information to evaluate the Company’s performance.  Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP.  More specifically, management believes that these figures are a useful indicator to investors and management of a mine’s performance as they provide: (i) a measure of the mine’s cash margin per tonne/ounce, by comparison of the cash operating costs per tonne/ounce to the price of gold, (ii) the trend in costs as the mine matures and, (iii) an internal benchmark of performance to allow for comparison against other mines. The definitions for these performance measures and reconciliation of the non-GAAP measures to reported GAAP measures are as follows:
 
 
 

 
 
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22

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Summary of Cash Operating Cost per tonne processed
   
Three Months
   
Six Months
 
   
Ended June 30,
   
Ended June 30,
 
   
2008
   
2008
 
Production costs per statement of operations
  $ 11,174,000     $ 20,569,000  
Change in inventory 1
    (1,617,000 )     (2,086,000 )
Operational cost of tonnes processed 2
    9,557,000       18,483,000  
    divided by
               
Tonnes processed
    256,000       469,000  
    equals
               
Cost per tonne processed
  $ 37.30     $ 39.60  
 
Sabará Cash Operating Cost per tonne processed
   
Three Months
   
Six Months
 
   
Ended June 30,
   
Ended June 30,
 
   
2008
   
2008
 
Production costs
  $ 2,982,000     $ 5,574,000  
Change in inventory 1
    60,000       (106,000 )
Operational cost of tonnes processed 2
    3,042,000       5,468,000  
    divided by
               
Tonnes processed
    134,000       243,000  
    equals
               
Cost per tonne processed
  $ 22.70     $ 22.50  
 
Turmalina Cash Operating Cost per tonne processed
   
Three Months
   
Six Months
 
   
Ended June 30,
   
Ended June 30,
 
   
2008
   
2008
 
Production cost
  $ 8,192,000     $ 14,995,000  
Change in inventory 1
    (1,677,000 )     (1,980,000 )
Operational cost of tonnes processed 2
    6,515,000       13,015,000  
    divided by
               
Tonnes processed
    122,000       224,000  
    equals
               
Cost per tonne processed
  $ 53.40     $ 58.10  
 
1 Under the Company’s revenue recognition policy, revenue is recognized when legal title passes. Since total cash operating costs are calculated on a production basis, this change reflects the portion of gold production for which revenue has not been recognized in the period.
 
2 The basis for calculating cost per ounce produced includes the change to gold in process inventory, whereas the cost per tonne processed does not.
 
NON-GAAP FINANCIAL MEASURE
 
The Company uses the financial measure "adjusted cash flows from operating activity” to supplement its consolidated financial statements. The presentation of adjusted cash flows from operating activity is not meant to be a substitute for cash flows from operating activities presented in the statement of cash flows in accordance with GAAP, but rather should be evaluated in conjunction with such GAAP measures. Adjusted cash flows from operating activity is calculated as operating cash flow excluding the change in non-cash operating working capital. The term adjusted cash flows from operating activity does not have a standardized meaning prescribed by Canadian GAAP, and therefore the Company's definitions are unlikely to be comparable to similar measures presented by other companies. The Company's management believes that the presentation of adjusted cash flows from operating activity provides useful information to investors because it excludes certain non-cash items and is a better indication of the Company's cash flow from operations. The items excluded from the computation of adjusted cash flows from operating activity, which are otherwise included in the Statements of Cash Flows prepared in accordance with Canadian GAAP, are items that the Company does not consider to be meaningful in evaluating the Company's past financial performance or the future prospects and may hinder a comparison of its period to period cash flows.
 
 
23

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30
   
June 30
 
   
2008
   
2007
   
2008
   
2007
 
Cash flow from operating activities as Reported
  $ (1,158 )   $ 1,825     $ (3,426 )   $ (469 )
Adjustment:
                               
Change in non-cash operating working capital
    (6,941 )     (2,323 )     (14,290 )     (4,675 )
Adjusted cash flow from operating activities
  $ 5,783     $ 4,148     $ 10,864     $ 4,206  
 
DESIGN OF INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES
 
The Company’s disclosure controls and procedures were designed to provide reasonable assurance that material information relating to the Company is made known to the Company's CEO and CFO in a timely manner, so that information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the time periods specified in applicable securities legislation. The Company’s CEO and CFO have evaluated the effectiveness of the Company’s disclosure controls and procedures as at June 30, 2008, and have concluded that such disclosure controls and procedures are effective.
 
The Company’s management, under the direction and supervision of the CEO and CFO, are also responsible for establishing and maintaining internal controls over financial reporting. These controls have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian Generally Accepted Accounting Principles. There have been no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
 
OUTSTANDING SHARE DATA
 
Our common shares are listed on the Toronto Stock Exchange and New York Stock Exchange - Arca.
 
At August 11, 2008, we had 63,982,281 issued and outstanding common shares, as well as 7,096,013 stock options outstanding.
 
 

 
 

 
 
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24

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
GLOSSARY OF MINING TERMS
 
Carbon-in-leach
A gold recovery process in which a slurry of gold-bearing ore, carbon and cyanide are mixed together.  The cyanide dissolves the gold, which is subsequently absorbed by and separated from the carbon.
 
Carbon-in-pulp
Similar to carbon-in-leach process, but initially the slurry is subjected to cyanide leaching in separate tanks followed by carbon-in-pulp. Carbon-in-leach is a simultaneous process.
 
Conversion factors
Weights and measures on this site represent units commonly used in the gold industry.  Conversion factors are provided below:

To Convert
Imperial Measurement Units
 
To Metric
Measurement Units
 
Multiply By
Acres
 
Hectares
 
0.404686
Feet
 
Metres
 
0.30480
Miles
 
Kilometres
 
1.609344
Ounces (troy)
 
Grams
 
31.1035
Pounds
 
Kilograms
 
0.454
Short tons
 
Tonnes
 
0.907185
Troy ounces per ton
 
Grams per tonne
 
34.2857
 
Cut-off grade
The minimum metal grade at which a tonne of rock can be processed on an economic basis.
 
Deposit
A mineralized body which has been physically delineated by sufficient drilling, trenching and/or underground work and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; such a deposit does not qualify as a commercially mineable ore body or as containing mineral reserves until final legal, technical and economic factors have been resolved.
 
Development or mine development
Driving openings to access the mineral reserve in an underground mine.

Diamond or core drill
A type of rotary drill in which the cutting is done by abrasion rather than percussion.  The cutting bit is set with diamonds and is attached to the end of long hollow rods through which water is pumped to the cutting face.  The drill cuts a core of rock, which is recovered in long cylindrical sections, an inch or more in diameter.

Dilution
The effect of waste or low-grade ore being included unavoidably in the mined ore, lowering the recovered grade.

Doré
The precious metals product of the smelter, containing mainly gold and silver, that requires additional refining to high purity gold.

Drifting
Driving of tunnels through rock usually on a horizontal basis.

Feasibility study
A detailed report showing the feasibility of placing a prospective ore body or deposit of minerals within a mineral property into production.  This report typically includes, inter alia, the specific portion or portions of the property that should be included in a development block, conclusions and recommendations regarding any adjustments that should be made to the boundaries of a development block, a description of the work to be performed in order to develop the mineral resources within the development block and to construct a mine or mines and related facilities on the development block, the estimated capital and operating costs thereof, a proposed schedule for the timing of development and mine construction, and an assessment of the impact of the operation and the information obtained and evaluations made in respect thereof.

Grade
The amount of gold in each tonne of ore, usually expressed in grams per tonne.

Heap leaching
A process whereby gold is extracted by “heaping” broken ore on sloping impermeable pads and repeatedly spraying the heaps with a weak cyanide solution which dissolves the gold content. The gold-laden solution is collected for gold recovery.

Indicated mineral resource
An indicated mineral resource is that part of a mineral resource for which quantity, grade or quality, density, shape, and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit.  The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

25

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
 
Inferred
That part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence, limited sampling, and reasonably assumed, but not verified, geological and grade continuity.  The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, and workings.

Inferred mineral resource
An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

Measured mineral resource
A measured mineral resource is that part of a mineral resource for which quantity, grade or quality, density, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit.  The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

Mineralization
Mineral-bearing rock; the minerals may have been either a part of the original rock unit or injected at a later time.

Mineral reserve
A mineral reserve is the economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study.  This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.  A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined.

Mineral resource
A mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth's crust in such form or quantity and of such a grade or quality that  has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.

NI 43-101
Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects of the Canadian Securities Regulators.

Ore
Rock, generally containing metallic and non-metallic minerals that can be mined and processed at a profit.

Ounce (troy)
All ounces referenced herein are troy ounces.  Despite the world's gradual conversion to the metric system, the troy ounce remains a fixture of the gold industry and the most important basis for expressing quotations of most gold markets.  One troy ounce equals approximately 31.1 grams in weight.  There are 32.15 troy ounces in a kilogram.

Probable mineral reserve
A probable mineral reserve is the economically mineable part of an indicated, and in some circumstances a measured mineral resource, demonstrated by at least a preliminary feasibility study.  This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

Proven mineral reserve
A proven mineral reserve is the economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study.  This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

Qualified Person or QP
An individual who, in accordance with NI 43-101: (a) is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation mineral project assessment, or any combination of these; (b) has experience relevant to the subject matter of the mineral project and the technical report; and (c) is a member in good standing of a recognized professional association.

26

JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
Ramp
An inclined underground tunnel that provides access to an ore body for exploration, ventilation and/or mining purposes in an underground mine.

Reclamation
The process by which lands disturbed as a result of mining activity are reclaimed back to a beneficial land use.  Reclamation activity includes the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings impoundments, leach pads and other mine features, and contouring, covering and revegetation of waste rock piles and other disturbed areas.

Recoverable Reserves
Recoverable reserves represent the quantity of gold that can be recovered (i.e. mined) from existing gold resources.

Recovery
A term used in process metallurgy to indicate the proportion of valuable material obtained in the processing of an ore.  It is generally stated as a percentage of valuable metal in the ore that is recovered compared to the total valuable metal present in the ore.

Recovery Grade
The actual grade of ore realized after the mining and treatment process.

Refractory Ore
Mineralized rock in which much of the gold is encapsulated in sulphides or other minerals and is not readily amenable to dissolution by cyanide solutions (unlike oxidized ore) even with fine grinding.

Reserves and Resources
The Company’s classification of mineral reserves and resources and the subcategories of each conforms with definitions adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council on August 20, 2000, which are in accordance with Canadian Securities Administrators' National Instrument 43-101 dated November 17, 2000.

Stockpile
Broken ore heaped on surface or prepared areas underground, pending treatment or shipment.

Stope
Working place in an underground mine where ore is extracted.

Tailings
The material that remains after all economically recoverable metals or minerals of economic interest has been removed from the ore through milling and processing.

Ton
A ton or short ton is a British imperial measure of weight equivalent to 2,000 pounds.

Tonne
A tonne or metric tonne is about 10% greater in weight than a short ton and equivalent in weight to 1000 kilograms or 2,205 pounds.

Waste
Barren rock in a mine, or mineralized material that is too low in grade to be mined and milled at a profit.
 

 
27

 
JAGUAR MINING INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(All dollar amounts are expressed in U.S. dollars)
 
 
CORPORATE DIRECTORY

Jaguar Mining Inc. is incorporated
under the laws of Ontario.
 
DIRECTORS
 
Andrew C. Burns1
 
Gil Clausen3, 4
 
William E. Dow3
 
Juvenil T. Felix
 
Gary E. German1,2,4
Chairman
 
Anthony F. Griffiths1, 2, 3
 
Daniel R. Titcomb
 
1     Audit Committee
2    Compensation Committee
3    Corporate Governance Committee
4    Health, Safety and Environmental Committee
 
OFFICERS
 
Daniel R. Titcomb
President & CEO
 
Juvenil T. Felix
Chief Operating Officer
 
James M. Roller
Chief Financial Officer & Treasurer
 
Lúcio Cardoso
VP Operations
 
Adriano L. Nascimento
VP Exploration & Engineering
 
Robert Zwerneman
VP Corporate Development, Director of IR
 
Robert J. Lloyd
Secretary
 
ADMINISTRATIVE  OFFICE
 
125 North State Street
Concord, NH  03301 - USA
Phone: (603) 224-4800
Fax:     (603) 228-8045
E-mail: ir@jaguarmining.com
Website: www.jaguarmining.com
 
 
REGISTERED OFFICE
 
100 King Street West, Suite 4400
1 First Canadian Place
Toronto, Ontario M5X 1B1 - Canada
 
OPERATING OFFICE
 
Rua Fernandes Tourinho 487, 7th Floor
CEP 30.112-000 - Belo Horizonte - MG
Brazil
 
AUDITORS
 
KPMG LLP
Toronto, Ontario
Belo Horizonte, Brazil
 
LEGAL COUNSEL
 
Davies, Ward, Phillips &Vineberg LLP
Toronto, Ontario
New York, NewYork
 
Hinckley, Allen & Snyder LLP
Concord, New Hampshire
 
BANKS
 
Bank of America
Boston, Massachusetts
 
Royal Bank of Canada
Toronto, Ontario
 
STOCK TRANSFER AGENT
 
Computershare Investor Services Inc.
100 University Avenue, 9th floor
Toronto, ON  M5J 2Y1
Phone: 1-800-564-6253
Fax: 1-866-249-7775
Email: service@computershare.com
 
EXCHANGE LISTING
 
Toronto Stock Exchange: “JAG”, “JAG.NT”
NYSE Arca: “JAG”
 

EX-99.3 4 ex993.htm CFO CERTIFICATE ex993.htm
Exhibit 99.3
 
 
Form 52-109F2 – Certification of Interim Filings
 
I, James M. Roller, Chief Financial Officer of Jaguar Mining Inc., certify that:

1.  I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Jaguar Mining Inc. (the “issuer”) for the period ending June 30, 2008;
 
2.  Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;
 
3.  Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;
 
4. The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have:
 
 
(a)
designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and
 
 
(b)
designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and
 
5.  I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: August 11, 2008



/s/ James M. Roller
James M. Roller
Chief Financial Officer

EX-99.4 5 ex994.htm CEO CERTIFICATE ex994.htm
Exhibit 99.4
 
Form 52-109F2 – Certification of Interim Filings


I, Daniel R. Titcomb, President and CEO of Jaguar Mining Inc., certify that:

1.  I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Jaguar Mining Inc. (the “issuer”) for the period ending June 30, 2008;
 
2.  Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;
 
3.  Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;
 
4. The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have:
 
 
(a)
designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and
 
 
(b)
designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and
 
5.  I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: August 11, 2008



/s/ Daniel R. Titcomb
Daniel R. Titcomb
President and CEO

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