EX-99.2 7 exhibit99-2.htm CONDENSED SINGLE ENTITY PARENT FINANCIAL STATEMENTS Filed by sedaredgar.com - Continental Minerals Corporation - Exhibit 99.2


CONDENSED FINANCIAL STATEMENTS

YEARS ENDED
DECEMBER 31, 2008, 2007 AND 2006

 

(Expressed in Canadian Dollars, unless otherwise stated)



       
KPMG LLP
Chartered Accountants
PO Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3
Canada
Telephone
Fax
Internet
(604) 691-3000
(604) 691-3031
www.kpmg.ca

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Continental Minerals Corporation

Under date of June 26, 2009, we reported on the consolidated balance sheets of Continental Minerals Corporation (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of operations, comprehensive loss, deficit and cash flows for each of the years in the three-year period ended December 31, 2008, which are included in the 2008 Annual Report on Form 20-F. In connection with our audits of the aforementioned consolidated financial statements we also audited the related condensed financial statement schedules included in the 2008 Annual Report on Form 20-F. These financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statement schedules based on our audits.

In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.


Chartered Accountants

Vancouver, Canada
June 26, 2009

KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with
KPMG International, a Swiss cooperative. KPMG Canada provides services to KPMG LLP
.


CONTINENTAL MINERALS CORPORATION
Condensed Balance Sheets
(Expressed in Canadian Dollars)

    December 31     December 31  
    2008     2007  
             
Assets            
             
Current assets            
   Cash and cash equivalents $  12,021,711   $  32,422,519  
   Amounts receivable   473,995     195,223  
   Amounts due from subsidiaries (note 6)   15,117,193     7,180,304  
   Amounts due from related parties (note 4)   556,547      
   Prepaid expenses and deposits   170,196     107,677  
    28,339,642     39,905,723  
             
Property and equipment   4,993     5,608  
Investments   1     1  
Investments in subsidiaries   71,193,134     88,536,917  
  $  99,537,770   $  128,448,249  
             
             
Liabilities and Shareholders' Equity            
             
Current liabilities            
   Accounts payable and accrued liabilities $  4,431,498   $  560,211  
   Amounts due to related parties   54,210     349,723  
   Amounts due to subsidiaries (note 6)   3,544,120     3,549,445  
   Current portion of long-term payable   609,000     991,300  
    8,638,828     5,450,679  
             
Long-term payable   609,000     991,300  
             
Shareholders' equity            
   Share capital   175,044,539     175,044,539  
   Contributed surplus   9,517,334     10,680,085  
   Deficit   (94,271,931 )   (63,718,354 )
    90,289,942     122,006,270  
             
  $  99,537,770   $  128,448,249  

See accompanying notes to the condensed financial statements

Approved by the Board of Directors

/s/ David Copeland /s/ Ronald Thiessen
   
David J. Copeland Ronald W. Thiessen
Director Director


CONTINENTAL MINERALS CORPORATION
Condensed Statements of Operations
(Expressed in Canadian Dollars except for number of shares)

    Years ended December 31  
    2008     2007     2006  
Expenses                  
 Amortization $  3,538   $  2,808   $  2,808  
 Conference and travel   464,316     1,166,199     843,510  
 Consulting   121,232          
 Exploration (schedule)   2,961,897     4,108,693     7,993,997  
 Exploration - stock-based compensation   527,431     205,162     660,279  
 Foreign Exchange   8,200,290     (1,878,323 )   (125,698 )
 Insurance   145,892     164,075     131,880  
 Interest expense       309,045     869,412  
 Interest income   (656,241 )   (857,677 )   (51,909 )
 Legal, accounting and audit   767,474     547,134     839,741  
 Loss on extinguishment of promissory note       475,000      
 Office and administration   1,900,917     1,604,134     1,594,693  
 Operations and administration - stock-based                  
      compensation   1,404,818     2,336,326     1,950,259  
 Project investigation   25,165          
 Shareholder communications   266,248     305,157     353,977  
 Trust and filing   83,849     102,019     124,617  
Loss before the following:   16,216,826     8,589,752     15,187,566  
 Equity loss on investments   14,336,751     12,845,703     11,528,507  
Loss for the year $  30,553,577   $  21,435,455   $  26,716,073  
                   
Basic and diluted loss per share $  (0.24 ) $  (0.18 ) $  (0.51 )
                   
Weighted average number of                  
 common shares outstanding   129,053,041     116,675,784     52,849,728  

Consolidated Statement of Comprehensive Loss
(Expressed in Canadian Dollars)

    Year ended December 31        
    2008     2007        
Loss for the year $  30,553,577   $  21,435,455        
Other comprehensive loss              
Total comprehensive loss $  30,553,577   $  21,435,455        

See accompanying notes to the condensed financial statements

Condensed Statements of Deficit
(Expressed in Canadian Dollars)

    Years ended December 31  
    2008     2007     2006  
Deficit, beginning of year $  (63,718,354 ) $  (41,717,265 ) $  (15,001,192 )
Adjustment for adoption of new accounting standards       (565,634 )    
    (63,718,354 )   (42,282,899 )   (15,001,192 )
Loss for the year   (30,553,577 )   (21,435,455 )   (26,716,073 )
Deficit, end of year $  (94,271,931 ) $  (63,718,354 ) $  (41,717,265 )

See accompanying notes to the condensed financial statements


CONTINENTAL MINERALS CORPORATION
Condensed Statements of Cash Flows
(Expressed in Canadian Dollars)

    Years ended December 31  
Cash provided by (used for)   2008     2007     2006  
                   
Operating activities                  
 Loss for the year $  (30,553,577 ) $  (21,435,455 ) $  (26,716,073 )
                   
   Accretion, net of interest           230,298  
   Amortization   3,538     2,808     2,808  
   Debt interest paid by issuance of common shares       156,274     151,233  
   Foreign exchange loss (gain)   347,900     (2,905,000 )   178,000  
   Loss on extinguishment of convertible promissory note       475,000      
   Equity loss on investments in subsidiaries   14,336,751     12,845,703     11,528,507  
   Stock-based compensation   1,932,249     2,541,488     2,610,538  
 Changes in non-cash operating working capital                  
   Amounts receivable   (278,772 )   (26,654 )   (6,591 )
   Prepaid expenses   (62,519 )   22,684     (87,021 )
   Accounts payable and accrued liabilities   3,871,288     (732,722 )   842,050  
   Due (to) from related parties   (852,060 )   992,778     (442,638 )
Cash used for operating activities   (11,255,202 )   (8,063,096 )   (11,708,889 )
                   
Investing activities                  
 Acquisition of property and equipment   (2,923 )        
 Acquisition of Great China Mining Inc. (net of cash paid)           1,303,179  
 Acquisition of Surrounding properties           (3,761,225 )
 Advances to subsidiaries   (8,030,182 )   (13,707,879 )   (8,492,483 )
Cash provided used for investing activities   (8,033,105 )   (13,707,879 )   (10,950,529 )
                   
Financing activities                  
 Issuance of common shares, net of issue costs       67,181,543     6,280,926  
 Issuance (repayment) of convertible promissory note       (12,075,000 )   11,500,000  
 Loan (repayment) from related party       (1,500,000 )   1,500,000  
 Principal repayment of long-term payable   (1,112,500 )   (12,075,000 )   11,500,000  
Cash provided by financing activities   (1,112,500 )   53,606,543     19,280,926  
                   
Increase (decrease) in cash and cash equivalents   (20,400,807 )   31,835,568     (3,378,492 )
Cash and cash equivalents, beginning of year   32,422,519     586,951     3,965,443.00  
                   
Cash and cash equivalents, end of year $  12,021,712   $  32,422,519   $  586,951  
                   
Components of cash and cash equivalents are as follows:                  
 Cash $  137,725   $  18,673,754   $  474,835  
 Bankers acceptances and term deposits   11,883,987     13,748,765     112,116  
  $  12,021,712   $  32,422,519   $  586,951  
                   
Supplementary information                  
Taxes paid $  –   $  –   $  –  
Interest paid $  –   $  152,651   $  367,695  
                   
Non-cash financing and investing activities                  
                   
Fair value of stock options transferred from contributed surplus to share                  
 capital on options exercised $  –   $  285,094   $  874,476  
Shares issued for interest payment on convertible promissory note $  –   $  156,274   $  –  
Shares, options and warrants issued and to be issued pursuant to the acquisition              
 of Great China Mining Inc. and acquisition of related properties $  –   $  –   $  82,376,136  
Long-term payable related to acquisition of surrounding properties $  –   $  –   $  2,314,600  
Future Income Tax related to acquisition of surrounding properties $  –   $  –   $  26,770,000  

See accompanying notes to the condensed financial statements


CONTINENTAL MINERALS CORPORATION
Condensed Schedules of Exploration Expenses
(Expressed in Canadian Dollars)

    Years ended December 31  
Xietongmen Property, China   2008     2007     2006  
                   
Exploration Costs                  
   Assays and analysis $  22,982   $  269,291   $  1,063,313  
   Drilling       237     72,254  
   Engineering   1,207,711     1,468,177     3,450,430  
   Environmental   305,087     322,822     546,871  
   Equipment rentals and leases   2,608     9,588     55,580  
   Freight       10,022     16,156  
   Geological   279,570     914,527     1,611,521  
   Graphics   26,148     37,175     88,022  
   Site activities   12,274     98,712     240,039  
   Socioeconomic   725,297     798,384     468,160  
   Transportation   380,220     179,758     381,651  
Incurred during the year   2,961,897     4,108,693     7,993,997  
Non-cash stock based compensation   527,431     205,162     660,279  
    3,489,328     4,313,855     8,654,276  
Accumulated exploration expenses, beginning of year   20,026,930     15,713,075     7,058,799  
Accumulated exploration expenses, end of year $  23,516,258   $  20,026,930   $  15,713,075  

See accompanying notes to the condensed financial statements



CONTINENTAL MINERALS CORPORATION
Notes to Condensed Financial Statements
For the years ended December 31, 2008, 2007 and 2006
(Expressed in Canadian Dollars, unless otherwise stated)
 

1.

BASIS OF PRESENTATION AND CONTINUING OPERATIONS

   

Continental Minerals Corporation ("Continental" or the "the Parent Company") is incorporated under the laws of the Province of British Columbia, Canada, and its principal business activity is the acquisition, exploration and development of mineral properties. As the Company’s subsidiaries ultimately operate in the People’s Republic of China and due to restrictions on obtaining funds from the Chinese subsidiary, the Company is required to prepare parent company only financial statements under Rule 5.04 of Regulation S-X. Under a parent company only presentation, the Parent Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting.

   

The accompanying condensed financial statements of the Parent Company should be read in conjunction with the consolidated financial statements of Continental Minerals Corporation and its subsidiaries for the year ended December 31, 2008, 2007 and 2006.

   

The Parent Company is in the process of exploring its mineral property interests which is held by its subsidiary companies and has not yet determined whether its mineral property interests contain economically recoverable mineral reserves. The underlying value and the recoverability of the amounts shown for investments to subsidiaries, and property and equipment are entirely dependent upon the existence of economically recoverable mineral reserves in the property interests held by its subsidiaries, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral property interests, and future profitable production or proceeds from the disposition of the mineral property interests.

   
2.

SIGNIFICANT ACCOUNTING POLICIES

   

These condensed financial statements follow the same accounting policies and methods of application as the Company's most recent annual consolidated financial statements and should be read in conjunction with the Company's annual consolidated financial statements for the years ended December 31, 2008, 2007 and 2006.

   
3.

CONVERTIBLE PROMISSORY NOTE

   

The Parent Company had a promissory note outstanding as at December 31, 2006 as described in note 7 of the consolidated financial statements for the years ended December 31, 2007, 2006 and 2005.




CONTINENTAL MINERALS CORPORATION
Notes to Condensed Financial Statements
For the years ended December 31, 2008, 2007 and 2006
(Expressed in Canadian Dollars, unless otherwise stated)
 

4.

RELATED PARTY BALANCES AND TRANSACTIONS


      December 31     December 31  
  Amounts due from (to) related parties   2008     2007  
     Hunter Dickinson Inc. (b) $  556,426   $  –  
     Beijing HongLu Investment   121      
    $  556,547   $  –  
               
  Amounts due (to) related parties            
     Hunter Dickinson Inc. (b) $  –   $  (145,183 )
     Jack Yang/Sundecin Enterprises Inc. (f)   (30,089 )   (27,371 )
     Dickson Hall & Associates Ltd. (g)   (6,491 )   (44,444 )
     Dave Copeland/CEC Engineering (e)   (15,366 )   (30,000 )
     Gerald Panneton   (2,264 )   (66,267 )
    $  (54,210 ) $  (349,723 )

      Years ended December 31  
  Transactions:   2008     2007     2006  
  Hunter Dickinson Services Inc. – reimbursement                  
         for third party expenses and services rendered                  
         (a) $  3,557,305   $  2,753,314   $  3,517,910  
  Hunter Dickinson Services Inc. – interest (c) & (d)       55,126     10,521  
  C.E.C. Engineering (e)   406,510     169,762     4,928  
  Sundecin Enterprise Inc. (f)   118,014     147,753      
  Dickson Hall & Associates Ltd. (g)   270,560     271,336     209,057  
  Qi Deng (h)   237,448     279,956     184,953  
  Jinchuan Group Limited (i) – exercise of warrants       18,000,000      
  Taseko Mines Limited – interest (j)       254,155     151,233  

  (a)

Hunter Dickinson Services Inc. ("HDSI") (formerly Hunter Dickinson Inc.) is a private company owned equally by several public companies, one of which is the Parent Company. HDSI has certain directors in common with the Parent Company and provides geological, corporate development, administrative and management services to, and incurs third party costs on behalf of, the Parent Company and its subsidiaries on a full cost recovery basis pursuant to an agreement dated June 1, 2008.

     
  (b)

Related party balances receivable or payable, in the normal course, are non-interest bearing and due on demand, and represent advances against current and future services rendered to, or costs incurred on behalf of, the Parent Company by HDSI.




CONTINENTAL MINERALS CORPORATION
Notes to Condensed Financial Statements
For the years ended December 31, 2008, 2007 and 2006
(Expressed in Canadian Dollars, unless otherwise stated)
 

  (c)

On November 29, 2006, the Parent Company signed a loan agreement with HDSI pursuant to which the Parent Company borrowed $1,500,000 from HDSI, maturing on February 27, 2007, on an unsecured basis. The loan bears interest at 8% per annum.

     
 

On March 2, 2007, the Parent Company repaid the loan on March 2, 2007 and paid $30,575 (2006 – $10,521) in interest.

     
  (d)

On January 18, 2007, the Parent Company signed another loan agreement with HDSI pursuant to which the Parent Company borrowed US$2,500,000 from HDSI, maturing on April 18, 2007, on an unsecured basis. The loan bore interest at 8% per annum.

     
 

The Parent Company repaid the loan on March 2, 2007 and paid $24,551 in interest.

     
  (e)

During the year ended December 31, 2008, the Parent Company paid $406,510 (2007 – $169,762; 2006 – $4,928) to C.E.C. Engineering Ltd ("CEC Engineering"), a company controlled by a director of the Parent Company, for engineering consulting services.

     
  (f)

During the year ended December 31, 2008, the Parent Company paid $118,014 (2007 – $147,753; 2006 – $nil) to Sundecin Enterprises Inc., a company controlled by a director of the Parent Company, for consulting services.

     
  (g)

During the year ended December 31, 2008, the Parent Company paid $270,560 (2007 – $271,336; 2006 – $209,057) to Dickson Hall & Associates, a company controlled by an officer of the Parent Company, for consulting services.

     
  (h)

During the year ended December 31, 2008, the Company paid $237,448 (2007 – $279,956; 2006 – $184,953) to Qi Deng, a director of Tian Yuan, the Parent Company's main Tibetan subsidiary, for consulting and project management services.

     
  (i)

During the year ended December 31, 2007, Mr. Fuyu Wang was appointed as a director of the Parent Company. Fuyu Wang is also a director of Jinchuan Group Limited ("Jinchuan"). Subsequent to his appointment as a director of the Parent Company, Jinchuan exercised 8 million warrants, for net proceeds to the Parent Company of $18,000,000.

     
  (j)

In February 2007, the Parent Company redeemed the $11,500,000 convertible promissory note held by Taseko at 105% of the principal amount. Taseko and the Parent Company are related by virtue of having certain directors in common. During the year ended December 31, 2007, the Parent Company paid interest related to this convertible promissory note to Taseko of $254,155, of which $156,274 was paid to Taseko by the issuance of 89,229 common shares of the Parent Company.


5.

LONG-TERM PAYABLE

   

The long-term payable is described in note 5 to the consolidated financial statement for the years ended December 31, 2008, 2007 and 2006.




CONTINENTAL MINERALS CORPORATION
Notes to Condensed Financial Statements
For the years ended December 31, 2008, 2007 and 2006
(Expressed in Canadian Dollars, unless otherwise stated)
 

6.

AMOUNTS DUE FROM (TO) SUBSIDIARIES

   

During the year ended December 31, 2008, The Parent Company paid, on behalf of certain subsidiaries, approximately $3.0 million (2007:$4.2 million; 2006: $8.0 million) for goods and services incurred on behalf of the subsidiaries and on a cost recovery only basis. For all periods presented, the Parent Company provides management services to its subsidiaries for no consideration.

   

The amounts due from or to the subsidiaries are non-interest bearing and without a specific repayment term.


      December 31     December 31  
  Amounts due from (to) subsidiaries   2008     2007  
     N7C Resources Inc. $  15,117,193   $  7,180,304  
     Great China Mining Inc.   (3,544,120 )   (3,549,445 )
               
     Amount due from subsidiaries $  11,573,073   $  3,630,859  

7.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

   

The condensed financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"), which differ in certain material respects from those principles that the Parent Company would have followed had its condensed financial statements been prepared in accordance with United States generally accepted accounting principles ("US GAAP").

   

Had the Parent Company followed US GAAP, certain items on the condensed statements of operations and deficit, and balance sheets would have been reported as follows:


      Year ended     Year ended     Year ended  
      December 31     December 31     December 31  
      2008     2007     2006  
  Condensed Statements of Operations                  
  Loss for the year under Canadian GAAP $  30,553,578   $  21,435,455   $  26,716,073  
  Adjustments under US GAAP                  
  Convertible promissory note – accretion expense (c)           (230,298 )
  Loss on extinguishment of promissory note (c)       100,000      
  Stock based compensation expense (d)   (270,897 )   (249,320 )    
  Loss for the year under US GAAP $ 30,282,681   $  21,286,135   $  26,485,775  
                     
  Basic and diluted loss per share for the year under US                  
  GAAP $  (0.23 ) $  (0.18 ) $  (0.50 )



CONTINENTAL MINERALS CORPORATION
Notes to Condensed Financial Statements
For the years ended December 31, 2008, 2007 and 2006
(Expressed in Canadian Dollars, unless otherwise stated)
 

      As at December 31     As at December 31  
      2008     2006  
  Condensed Balance Sheets            
  Total assets under Canadian GAAP $  99,537,770   $  124,898,804  
  Adjustment under US GAAP            
  Value of investment in Gibraltar shares (a)   13,513,886     13,513,886  
  Total assets under US GAAP $  113,051,656   $  138,412,690  
               
  Total liabilities under Canadian GAAP $  9,247,829   $  2,892,534  
  Adjustments under US GAAP            
  Value of redeemable preferred shares (a)   13,513,886     13,513,886  
  Convertible promissory note – conversion right (c)        
  Convertible promissory note – accretion expense (c)        
  Total liabilities under US GAAP $  22,761,715   $  16,406,420  
               
  Total shareholders' equity under Canadian GAAP $  90,289,941   $  122,006,270  
  Adjustments under US GAAP            
  Share capital (a) and (b)   20,379,837     20,379,837  
  Convertible promissory note – conversion right (c)        
  Contributed surplus - Conversion right, upon   (695,932 )   (695,932 )
  extinguishment of the convertible promissory note (c)            
  Contributed surplus (b)   342,309     342,309  
  Contributed surplus – stock-based compensation (d)   (270,897 )   (249,320 )
  Accumulated deficit (a), (b), (c) and (d)   (19,413,008 )   (19,776,894 )
  Total shareholders' equity under US GAAP $  90,289,941   $  122,006,270  

There are no material differences between Canadian GAAP and US GAAP in the condensed statement of cash flows for the years ended December 31, 2008, 2007 and 2006. For all periods presented, comprehensive loss equals reported loss for US GAAP purposes.

A description of US GAAP and the rules prescribed by the United States Securities and Exchange Commission ("SEC") that result in material differences from Canadian GAAP follows:

  (a)

US GAAP requires mineral property exploration and land use costs to be expensed as incurred until commercially recoverable deposits are determined to exist within a particular property, as cash flows cannot be reasonably estimated prior to such determination. Accordingly, for all periods presented, the Parent Company has expensed all mineral property exploration and land use costs for both Canadian GAAP and US GAAP purposes. However, included in the cost of the Harmony Gold Property that was acquired in fiscal 2001, were mineral property exploration costs that had been capitalized for Canadian GAAP purposes. As a result of capitalizing mineral property exploration costs for Canadian GAAP purposes, $13,250,898 of mineral property exploration costs included in




CONTINENTAL MINERALS CORPORATION
Notes to Condensed Financial Statements
For the years ended December 31, 2008, 2007 and 2006
(Expressed in Canadian Dollars, unless otherwise stated)
 

 

the book value of the Harmony Gold Property at the date of its purchase in fiscal 2001 would have been previously expensed for US GAAP purposes. Accordingly, for US GAAP purposes, these costs would have been excluded from the value allocated to the Gibraltar Preferred shares and redeemable preferred shares of the Parent Company on the sale of the Harmony Gold Property.

     
 

In addition, US GAAP does not permit the offset of a financial asset and financial liability when more than two parties have an interest in the financial asset and liability, which is permitted under Canadian GAAP. As such, the Gibraltar preferred shares and the redeemable preferred shares of the Parent Company would be presented on the balance sheet at their gross value as a financial asset and a financial liability respectively under US GAAP.

     
  (b)

US GAAP does not permit accumulated deficit to be offset against share capital and contributed surplus after a special resolution of shareholders approving such an offset, which is permitted under Canadian GAAP. Accordingly, for US GAAP purposes, share capital would be increased by $7,128,939, contributed surplus would be increased by $342,309 and the accumulated deficit would be increased by $7,471,248 for December 31, 2008 and 2007.

     
  (c)

On August 29, 2006, the Parent Company issued an $11.5 million convertible promissory note of the Parent Company ("the Note") (note 3). Under Canadian GAAP, the convertible promissory note is classified between its equity and debt components. Under US GAAP, the entire Note would be classified as debt.

     
 

Under Canadian GAAP, the accretion of the residual carrying value of the convertible instrument to the face value of the convertible instrument over the life of the instrument is charged to operations. Under US GAAP, the Note is stated at cost on its recognition and is not accreted.

     
 

During the 2006 fiscal year, the $695,932 attributed to the equity component of the instrument under Canadian GAAP was classified as debt for US GAAP purposes. In addition, $230,298, (2005 – nil) of accretion expense recorded under Canadian GAAP was reversed for US GAAP purposes resulting in an $11,500,000 carrying value as at December 31, 2006.

     
 

At January 1, 2007, upon adoption of CICA Section 3855 – Financial Instruments, the Parent Company designated the liability component of the convertible promissory note as held for trading, and its carrying value was adjusted to its fair value of $11,600,000 with a charge to opening deficit of $565,634 for Canadian GAAP purposes. There is no requirement under US GAAP to adjust the carrying value of the promissory note to its fair value. Hence, the promissory note was carried at its original carrying value of $11,500,000 for US GAAP purposes.




CONTINENTAL MINERALS CORPORATION
Notes to Condensed Financial Statements
For the years ended December 31, 2008, 2007 and 2006
(Expressed in Canadian Dollars, unless otherwise stated)
 

On redemption, the loss under Canadian GAAP was $475,000 and under US GAAP, the loss was calculated as follows:

  Loss on extinguishment      
   Liability component, February 20, 2007 $  11,500,000  
   Conversion, February 20, 2007   (12,075,000 )
   Loss on extinguishment of promissory note $  (575,000 )

 

The redemption of the convertible promissory note for $12.075 million on February 20, 2007 did not have any effect on contributed surplus since there was no equity component recorded under US GAAP.

     
  (d)

In December 2004, Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 123 (Revised 2006), "Share-Based Payment" ("SFAS 123R"), which is a revision of SFAS 123 "Accounting for Stock-Based Compensation". SFAS 123R supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. In calculating compensation to be recognized, SFAS 123R requires the Parent Company to estimate future forfeitures. Prior to adoption of SFAS 123R, the Parent Company's accounting for stock based compensation for US GAAP purposes was consistent with that used for Canadian GAAP. For Canadian GAAP purposes, the Parent Company uses the fair value method to account for all stock option grants but accounts for forfeitures as they occur, as permitted by Canadian GAAP.

     
 

Based on the Parent Company's estimated future forfeiture rates of stock options, the expense recognized for US GAAP purposes under SFAS 123R is $256,520 less (2007 - $249,320, 2006 - $nil) than the amount recorded for Canadian GAAP purposes.

     
  (e)

Income taxes

     
 

Under Canadian GAAP, future tax assets and liabilities may be recorded at substantively enacted tax rates. Under US GAAP, deferred tax assets and liabilities are recorded at enacted tax rates. There were no significant differences between enacted and substantively enacted tax rates for the periods presented.

     
 

FASB Interpretation (“FIN”) No. 48: Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No.109, was adopted by the Parent Company on June 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation requires that the Parent Company recognize the impact of a tax position in the financial statements if the position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods and disclosure. In accordance with the provisions of FIN 48, any cumulative effect resulting from the change in accounting principle is to be recorded as an adjustment to the opening balance of deficit. The adoption of FIN 48 did not result in a material impact on the Parent Company’s condensed financial position or results of operations.