6-K 1 commander6kdec2003.htm COMMANDER RESOURCES LTD. FORM 6K      OMB APPROVAL

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UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 6-K


REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934


For the month of:  December 2003

Commission File Number:  000-49605


Commander Resources Ltd.

(Formerly Major General Resources Ltd.)

(Name of Registrant)


1550 – 409 Granville Street, Vancouver, B.C. V6C 1T2

(Address of principal executive offices)


1. News releases 3-18, 3-19, 3-20, 3-21, 3-22, 3, 23

2. Material change reports, 3-19, 3-20, 3-22, 3-23

3. Forms 51-901F, Schedules A, B and C


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

Form 20-F...XXX...... Form 40-F.........


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): ____


Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ____


Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


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 ..... No .....


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



SEC 1815 (11-2002)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.



#






 

[commander6kdec2003002.jpg]

1550 - 409 Granville Street

Vancouver, B.C. V6C 1T2

Tel. (604) 685-5254

Fax: (604) 685-2814

Date:  October 22, 2003

TSX Venture Exchange: CMD

Shares Issued: 17,961,997
News Release

#03-18





Commander Resources Ltd. (CMD-TSX Venture) -has retained the services of Gordon Van Boeyen to assist with investor relations activities for a contract period of three months at a total cost of $9,000.  





William J. Coulter

President



 

For further information, please call:

 

Commander Resources Ltd.

 

Telephone: (604) 685-5254

 

1-800-667-7866

 

http://www.commanderresources.com

 

Email: info@commanderresources.com


The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this news release.




#





This is the form of a material change report required under section 85 (1) of the Securities Act and section 151 of the Securities Rules.


BC FORM 53-901F
(Previously Form 27)

Securities Act

MATERIAL CHANGE REPORT


Item 1: Reporting Issuer

State the full name and address of the principal office in Canada of the reporting issuer.

Commander Resources Ltd..
1550, 409 Granville Street
Vancouver, B.C.
V6C 1T2


Item 2: Date of Material Change

State the date of the material change.

November 3, 2003


Item 3: Press Release

State the date and place(s) of issuance of the press release issued under section 85 (1) of the Act.

November 3, 2003

Vancouver Stock Stockwatch

Market News Publishing Inc.


Item 4: Summary of Material Change

Provide a brief but accurate summary of the nature and substance of the material change.


Commander reports that the 2003 prospecting and gold sampling on Baffin Island has identified eight gold zones over a 140 kilometre long east-west trending iron formation.  This year’s sampling program on the outcropping sections of the iron formation has identified a new gold camp in central Baffin Island extending inland from the west coast.



Item 5: Full Description of Material Change

Supplement the summary required under Item 4 with the disclosure that should be sufficiently complete to enable a reader to appreciate the significance of the material change without reference to other material. Management is in the best position to determine what facts are significant and must disclose those facts in a meaningful manner. See also Item 7.

This description of the significant facts relating to the material change will therefore include some or all of the following: dates, parties, terms and conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values, reasons for the change, and a general comment on the probable impact on the reporting issuer or its subsidiaries. Specific financial forecasts would not normally be required to comply with this form.

The above list merely describes examples of some of the facts that may be significant. The list is not intended to be inclusive or exhaustive of the information required in any particular situation.

Reference is made to Item 4 above and to the Company's News Release #03-19 a copy of which is attached hereto as Schedule "B".



#





Item 6: Reliance on section 85 (2) of the Act

If the report is being filed on a confidential basis in reliance on section 85 (2) of the Act, state the reasons for that reliance.


Not applicable.


Instruction:

For continuing obligations regarding reports filed under this subsection, refer to section 85 (3) of the Act and Part 3.4 of the SEDAR Filer Manual.

Item 7: Omitted Information

In certain circumstances where a material change has occurred and a material change report has been or is about to be filed but section 85 (3) of the Act will no longer or will not be relied upon, a reporting issuer may nevertheless believe one or more significant facts otherwise required to be disclosed in the material change report should remain confidential and not be disclosed or not be disclosed in full detail in the material change report.

State whether any information has been omitted on this basis and provide the reasons for any omission in sufficient detail to permit the Commission to exercise its discretion under section 169 (4) of the Act.

The reasons for the omission may be contained in a separate letter filed in an envelope marked "Confidential – Attention: Supervisor, Financial Reporting ".

There is no material information which has been omitted from the report in reliance upon Section 85(3) of the Securities Act.


Item 8: Senior Officers

Give the name and business telephone number of a senior officer of the reporting issuer who is knowledgeable about the material change and the report or an officer through whom the Commission may contact that senior officer.

Contact:

William J. Coulter

President

(604) 685-5254


Item 9: Statement of Senior Officer

Include a statement in the following form signed by a senior officer of the reporting issuer:

"The foregoing accurately discloses the material change referred to herein."

Also include the date and place of making the statement.


The foregoing accurately discloses the material change referred to herein.


DATED at the City of Vancouver, in the Province of British Columbia, this 14th day of November, 2003.


COMMANDER RESOURCES LTD.


“WILLIAM J. COULTER”


William J. Coulter
President


cc:

TSX Venture Exchange

Maynard Brown



#





SCHEDULE B

 

[commander6kdec2003004.jpg]

1550 - 409 Granville Street

Vancouver, B.C. V6C 1T2

Tel. (604) 685-5254

Fax: (604) 685-2814

Date:  November 3, 2003

TSX Venture Exchange: CMD

Shares Issued: 17,961,997

News Release

#03-19


NEW GOLD CAMP DEVELOPING ON BAFFIN ISLAND


Vancouver, November 3, 2003, Commander Resources Ltd. reports that the 2003 prospecting and gold sampling on Baffin Island has identified eight gold zones over a 140 kilometre long east-west trending iron formation.  This year’s sampling program on the outcropping sections of the iron formation has identified a new gold camp in central Baffin Island extending inland from the west coast.


In addition to the previously announced, centrally located, high grade Malrok and Ridge Lake gold zones, six additional prospects with anomalous gold values have been identified.


The Table below lists the new prospects, their distance from the centrally located Malrok Gold Zone along with maximum gold values and optionee affiliation.


Prospect Name

E-W Location

# of 2003

Samples

Max. Gold

Value (g/t)

Project

Location

ST Prospect

74 km West

13

1.04

BHP Billiton Dewar

Margot Prospect

33 km West

16

1.15

Falconbridge Bravo

Triangle Lake Prospect

10 km West

22

1.79

Falconbridge Bravo

Malrok Zone

0

295

239.34

BHP Billiton Qimmiq

Ridge Lake Zone

25 km East

49

17.30

BHP Billiton Qimmiq

Peninsula Prospect

34 km East

52

6.80

BHP Billiton Qimmiq

Qim 5 Prospect

40 km East

50

4.37

BHP Billiton Qimmiq

2369 Prospect

66 km East

28

2.41

Falconbridge Bravo


Four of the above prospects are new discoveries, made during the short, 5 week 2003 field program.  The other four (Malrok, Peninsula, Qim 5 and Margot) were originally sampled for gold during the BHP Billiton and Falconbridge base metal and nickel programs in 2001-2002 triggering Commander’s interest in the area.  Commander upgraded all these prospects this year, culminating in the discovery and delineation of the 800 metre long, high grade Malrok North zone.


The presence of two lengthy (+ 1000 metre) gold zones each with numerous high grade gold samples, several new discoveries over a wide area in a short time and extensive remaining prospective formations point to high potential of locating an economic gold deposit.  Large iron formation hosted gold deposits include the 100 million ounce Homestake mine in South Dakota, Lupin in NWT and Musselwhite in Northwest Ontario, among many others.


Planning is already underway to drill test the Malrok and Ridge Lake zones in the spring and summer of 2004.  Detail sampling of the new prospects and extensive prospecting of the 2 million acre property will continue through the summer.




#





Under the terms of the option agreements between Commander and BHP Billiton, BHP Billiton/Tunngavik Incorporated and Falconbridge Limited, Commander, by expending $10,200,000 on the BHP Billiton area by December 31, 2012 and $8,000,000 on the Falconbridge area by December 31, 2011, can earn 100% interest in any gold discovery.  This interest is subject only to a 1% – 3% net smelter return royalty based on the gold price and a 12% Net Profits Interest if production comes from the Tunngavik Incorporated leases.


Within the 2,000,000 acre parcel are areas which will be explored for base metals and nickel.  Discoveries, if of interest to BHP Billiton or Falconbridge Limited will be subject to back-in rights.


Bernard H. Kahlert, P.Eng, Vice President Exploration for Commander Resources Ltd., a qualified person as defined in National Instrument 43-101 of the Canadian Securities Administrators, is supervising all aspects of the exploration program.  Assaying was carried out by Eastern Analytical Laboratory of Springdale, Newfoundland, using standard fire assay procedures on one half assay-ton pulverized samples. Selected samples were assayed using one assay ton samples.



William J. Coulter

President


 

For further information, please call:

 

Commander Resources Ltd.

 

Telephone: (604) 685-5254

 

1-800-667-7866

 

http://www.commanderresources.com

 

Email: info@commanderresources.com


The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this news release.




























#






This is the form of a material change report required under section 85 (1) of the Securities Act and section 151 of the Securities Rules.


BC FORM 53-901F
(Previously Form 27)

Securities Act

MATERIAL CHANGE REPORT


Item 1: Reporting Issuer

State the full name and address of the principal office in Canada of the reporting issuer.

Commander Resources Ltd..
1550, 409 Granville Street
Vancouver, B.C.
V6C 1T2


Item 2: Date of Material Change

State the date of the material change.

November 12, 2003


Item 3: Press Release

State the date and place(s) of issuance of the press release issued under section 85 (1) of the Act.

November 12, 2003

Vancouver Stock Stockwatch

Market News Publishing Inc.


Item 4: Summary of Material Change

Provide a brief but accurate summary of the nature and substance of the material change.


Commander has arranged a non-brokered private placement of up to 3,500,000 units at a price of $0.55 per unit.  Each unit will consist of one flow-through common share and one non-transferable share purchase warrant.  Each warrant will entitle the holder to acquire one additional non flow-through common share at a price of $0.70 per common share for a period of one year from closing of the private placement.  The units will have a forced warrant conversion if shares close $0.90 or higher for 10 consecutive days.


Item 5: Full Description of Material Change

Supplement the summary required under Item 4 with the disclosure that should be sufficiently complete to enable a reader to appreciate the significance of the material change without reference to other material. Management is in the best position to determine what facts are significant and must disclose those facts in a meaningful manner. See also Item 7.

This description of the significant facts relating to the material change will therefore include some or all of the following: dates, parties, terms and conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values, reasons for the change, and a general comment on the probable impact on the reporting issuer or its subsidiaries. Specific financial forecasts would not normally be required to comply with this form.

The above list merely describes examples of some of the facts that may be significant. The list is not intended to be inclusive or exhaustive of the information required in any particular situation.

Reference is made to Item 4 above and to the Company's News Release #03-20 a copy of which is attached hereto as Schedule "B".



#





Item 6: Reliance on section 85 (2) of the Act

If the report is being filed on a confidential basis in reliance on section 85 (2) of the Act, state the reasons for that reliance.


Not applicable.


Instruction:

For continuing obligations regarding reports filed under this subsection, refer to section 85 (3) of the Act and Part 3.4 of the SEDAR Filer Manual.

Item 7: Omitted Information

In certain circumstances where a material change has occurred and a material change report has been or is about to be filed but section 85 (3) of the Act will no longer or will not be relied upon, a reporting issuer may nevertheless believe one or more significant facts otherwise required to be disclosed in the material change report should remain confidential and not be disclosed or not be disclosed in full detail in the material change report.

State whether any information has been omitted on this basis and provide the reasons for any omission in sufficient detail to permit the Commission to exercise its discretion under section 169 (4) of the Act.

The reasons for the omission may be contained in a separate letter filed in an envelope marked "Confidential – Attention: Supervisor, Financial Reporting ".

There is no material information which has been omitted from the report in reliance upon Section 85(3) of the Securities Act.


Item 8: Senior Officers

Give the name and business telephone number of a senior officer of the reporting issuer who is knowledgeable about the material change and the report or an officer through whom the Commission may contact that senior officer.

Contact:

William J. Coulter

President

(604) 685-5254


Item 9: Statement of Senior Officer

Include a statement in the following form signed by a senior officer of the reporting issuer:

"The foregoing accurately discloses the material change referred to herein."

Also include the date and place of making the statement.


The foregoing accurately discloses the material change referred to herein.


DATED at the City of Vancouver, in the Province of British Columbia, this 12th day of November, 2003.


COMMANDER RESOURCES LTD.


“WILLIAM J. COULTER”


William J. Coulter
President


cc:

TSX Venture Exchange

Maynard Brown



#





SCHEDULE B

 

[commander6kdec2003006.jpg]

1550 - 409 Granville Street

Vancouver, B.C. V6C 1T2

Tel. (604) 685-5254

Fax: (604) 685-2814

Date:  November 12, 2003

TSX Venture Exchange: CMD

Shares Issued: 18,002,330

News Release

#03-20


FLOW THROUGH FINANCING


Commander Resources Ltd. (CMD-TSX Venture) has arranged a non-brokered private placement of up to 3,500,000 units at a price of $0.55 per unit.  Each unit will consist of one flow-through common share and one non-transferable share purchase warrant.  Each warrant will entitle the holder to acquire one additional non flow-through common share at a price of $0.70 per common share for a period of one year from closing of the private placement.  The units will have a forced warrant conversion if shares close $0.90 or higher for 10 consecutive days.

 

Finders’ fees of 7% of the gross proceeds may be payable in cash or units on a portion of this placement.  In addition, finders’ options of up to 10% of the total units sold may be issued.  Each finder’s option will be exercisable into one non flow-through common share at an exercise price of $0.70 per common share for one year.  The finders’ options will have a forced warrant conversion if shares close $0.90 or higher for 10 consecutive days.


The proceeds from the financing will be used for exploration expenses on Baffin Island, Nunavut.


This financing is subject to acceptance by the TSX Venture Exchange.



William J. Coulter

President



 

For further information, please call:

 

Commander Resources Ltd.

 

Telephone: (604) 685-5254

 

1-800-667-7866

 

http://www.commanderresources.com

 

Email: info@commanderresources.com


The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this news release.






#






 

[commander6kdec2003008.jpg]

1550 - 409 Granville Street

Vancouver, B.C. V6C 1T2

Tel. (604) 685-5254

Fax: (604) 685-2814

Date:  December 3, 2003

TSX Venture Exchange: CMD

Shares Issued: 18,003,330
News Release
#03-21

Summary Report of Third Quarter


VANCOUVER, December 3rd – Commander Resources Ltd. has released its B.C. Form 51-901F third quarter report containing financial statements in Canadian funds, prepared without audit, for the nine months ended September 30, 2003.  Pursuant to the requirements of National Instrument 54-102, this news release provides a reasonable summary of the information contained in the quarterly report.  Concurrently with this news release the Company is filing the quarterly report with the regulatory authorities through SEDAR (www.sedar.com) and has mailed it to shareholders whose names appear on the Company’s supplemental list.


Commander Resources Ltd. (“the Company”) is a development stage company engaged in the acquisition and exploration of prospective gold, nickel and base metals properties in Canada.  The Company is currently focusing its exploration activities on Baffin Island and in Labrador.  


Qimmiq, Nunavut


On June 18, 2003, the Company entered into an option agreement with BHP Billiton Diamonds Inc. (“BHP Billiton”) to explore for gold on 50,000 hectares of Nunavut Tunngavik Incorporated leases on Baffin Island, Nunavut. Under the option agreement, the Company can earn up to a 100% interest in BHP Billiton’s exploration rights and interests by incurring $10 million of expenditures and delivering a feasibility study to BHP Billiton by December 31, 2014. The option agreement is subject to a floating net smelter return royalty from 1% to 3% based on gold prices, payable to BHP Billiton and a 12% royalty on net profits payable on production from the Nunavut Tunngavik Incorporated leases.  If a mineral discovery is made, excluding gold, before the Company has earned a 100% interest, BHP Billiton can exercise a back-in option allowing BHP Billiton to re-acquire to an aggregate of a 75% interest.  The Qimmiq project is located on Central Baffin Island 500 kilometres north of Iqaluit.


The Qimmiq project exploration program covered five claim blocks and consisted of 131 man days over August 1st to September 7th.  On the Qim 1 claim block which includes the Malrok Zone, the field crew collected 212 channel samples over 900 metres of strike length.  Each individual channel sample ranged from 30 to 100 cm and was cut using a diamond saw.  From the 212 channel samples, 90 channel samples assayed between 0.5 g/t Au to 239.3 g/t Au.  Coarse free gold was observed in several of these samples.  Of note, a 1.7 metre interval assayed 15.2 g/t Au and a 0.3 metre interval assayed 239.3 g/t Au.


The field crew collected 262 grab samples from the five different claim blocks of which 79 grab samples assayed with elevated gold values of which 28 of the 97 samples assayed over 1.0 g/t Au.


A 17.5 line kilometres ground magnetic geophysical grid and 10 line kilometres of horizontal loop electronic geophysical (“HLEM”) survey.  The HELM survey outlined a number of moderate to excellent conductors.  Two of these conductors correlate closely with the two horizons of mineralization identified by the channel samples.  Locally, intense magnetic anomalies are interpreted to be from magnetic mineralization.  


Management is pleased with the Qimmiq results which identified four potential gold zones, the Malrok Zone, the Ridge Lake Zone, the Peninsula Prospect and the Qim 5 prospect.  Management plans to conduct further exploration work in the spring of 2004 and is preparing a 1,500 to 2,500 metre diamond drill program to define the width of these gold zones and an airborne geophysical survey.



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Dewar Lake, Nunavut


On June 18, 2003, the Company entered into an option agreement with BHP Billiton Diamonds Inc. (“BHP Billiton”) to explore for gold on sixteen Nunavut Exploration Permits covering just under 400,000 hectares on Baffin Island, Nunavut. Under the option agreement, the Company can earn up to a 100% interest in BHP Billiton’s exploration rights and interest by incurring $200,000 in expenditures by December 31, 2005. The option agreement is subject to a floating net smelter return royalty from 1% to 3% based on gold prices, payable to BHP Billiton.  If a mineral discovery is made, excluding gold, before the Company has earned a 100% interest, BHP Billiton can exercise a back-in option allowing BHP Billiton to re-acquire to an aggregate of a 75% interest.  The Dewar Lake project is located on Central Baffin Island 500 kilometres north of Iqaluit.


The Dewar Lake exploration program covered eleven claim blocks and consisted of 47 man days over August 1st to September 7th.  The field crew collected 141 grab samples. On claim block 2572, named the ST prospect, 13 grab samples were collected of which 4 grab samples assayed with gold values over 1.0 g/t Au. Management is encouraged with the exploration result from the ST prospect and additional field work will be conducted in the summer of 2004 which may include an airborne geophysical survey.


Bravo Lake, Nunavut


On August 21, 2003, the Company reported that it had entered into an option agreement with Falconbridge Limited (“Falconbridge”) to explore for gold, diamonds and other metals on twelve Nunavut Exploration Permits covering over 720,000 hectares all on Baffin Island, Nunavut. These Falconbridge permits adjoin the BHP Billiton properties optioned back in June. The Company can earn a 100% interest in Falconbridge’s exploration rights and interest on Baffin Island by incurring $8.0 million by December 31, 2011 of which $90,000 is required by the end of 2003. The option agreement is subject to following royalties payable to Falconbridge:


on gold, a sliding scale net smelter return royalty from 1% to 3% based on gold prices;


on nickel production, a 2% net smelter return royalty ;


on diamonds, a 2% gross overriding royalty and;


on base metal production, a 1.5% net smelter return royalty.


The Bravo Lake exploration program covered twelve claim blocks and consisted of 52 man days over August 1st to September 7th. The field crew collected 236 grab samples.  In addition, the field crew completed a 17.0 line kilometres ground magnetic geophysical grid and 12 line kilometres of HLEM survey.


On claim 2381 named the Triangle Lake prospect, 25 grab samples were collected of which 1 sample assayed 1.79 g/t Au and 5 other grab samples assayed between 0.1 g/t Au to 0.47 g/t Au.


On claim 2369 named the 2369 prospect, 36 grab samples were collected of which 3 samples assayed over 1.0 g/t Au and 8 other grab samples assayed over 0.1 g/t Au.


The geophysical survey over the Tuktu occurrence yielded moderate to weak HLEM.  Magnetic anomalies were detected along a line that directly crossed the Tuktu occurrence.  No anomalies, either HELM or magnetic were detected on the 100m lines adjacent to the Tuktu occurrence.  The geophysics confirms that the Tuktu occurrence has limited size.  


Management is pleased with the Triangle Lake prospect and the 2369 prospect and plans to conduct further exploration work in the spring of 2004.  The Company is preparing a 500 to 1,500 metre diamond drill program to define the width of these gold zones and an airborne geophysical survey.




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Adlatok 1, Labrador


The Adlatok 1 project, which adjoins the Company’s Sarah Lake Labrador property, consists of 100 claims.  The Company is the operator and has a 52% interest in the project.  In the spring of 2003, the Company completed a 117 line kilometre airborne MegaTEM and based on the results prepared a ground geophysical survey to follow-up on identified anomalies. From September 9th to 24th, the Company completed 130 AMT station ground geophysical surveys. Management is currently awaiting an interpretation report on results of the geophysical survey.


Sally, Labrador


The Sally project, which adjoins the Company’s Sarah Lake Labrador property, is 100% owned by the Company and consists of 36 claims.  The property lies adjacent to Adlatok 1.  In the spring of 2003, the Company completed a 43 line kilometre airborne MegaTEM and based on the results prepared a ground geophysical program to follow-up on identified anomalies.  From September 9th to 24th, the Company completed 43 AMT station ground geophysical surveys. Management is currently awaiting an interpretation report on results of the geophysical survey.


Sarah Lake, South Voisey Bay Labrador


On September 7, 2001, the Company/Donner Minerals Joint Venture (48%/52% respectively) granted Falconbridge Limited (“Falconbridge”) an option to earn a 50% interest in the 35.5 square kilometres Sarah Lake property.  To earn in, Falconbridge must spend $4.0 million over five years.  In 2002 Falconbridge, as the exploration manager, conducted detailed geophysical surveys over parts of Sarah Lake as well as its adjacent property interests in the area.


On April 29, 2003, Falconbridge commenced a 2,200-line kilometre MegaTEM survey on the eastern half of the South Voisey Bay Project (“SVB”), which includes the Company’s Sarah Lake Property. MegaTEM is a deep penetrating airborne electromagnetic and magnetic survey designed to detect conductors up to a depth of 300 to 400 metres.  On June 4, 2003, the Company reported that the survey identified nine conductive trends of which significant portions of three of these trends are located on the Company’s Sarah Lake property.  In August, Falconbridge followed-up on these trends using deep sensing AMT electromagnetic (“EM”) ground geophysics to be followed by large loop EM surveys (Crone).  In late 2003, Falconbridge drill tested two strong, deep seated targets on the Sarah Lake property.


Hole SVB-03-142 encountered 252 metres of the favorable Black Gabbro between 122 metres and 374 metres.  The base of the gabbro contains a 7.9 metre interval of 20-50 percent magmatic sulphides within a think hybrid gabbro which was intersected between 356.1 and 372.9 metres.  The 7.9 metre interval from 365.1 – 372.9 averaged 0.14 percent nickel, 0.12 percent copper and 0.08 percent cobalt.  The hole continued in country rock paragneiss to a depth of 503 metres.  The semi-massive sulphides encountered explained the surface EM conductor.


Hole SVB-03-143, located 850 metres to the northwest of hole-142, was drilled to test another strong, deep conductor.  This hole encountered 327 metres of Black Gabbro between 219 and 546 metres.  At the base of the gabbro, a 60 metre thick sequence of disseminated sulphides was encountered from 486 to 546 metres.  Sulphides consisting of both fine disseminations and clasts to 3 cm total 5-10 percent of this interval.  The best assay interval is a 12 metre section from 501-513 metres which assays 0.12 percent nickel, 0.14 percent copper and 0.02 percent cobalt.  The hole continued in country rock paragneiss to a total depth of 603 metres.  The mineralization was of sufficient conductance to explain the surface EM anomaly.


General and Administrative Operations


For the nine months ended September 30, 2003, the Company had a loss of $127,332 compared to income of $122,234 with the comparative fiscal period.  The decrease is largely due to the decline in investment income for the current period which reflects interest earned on deposits where as the investment income reported at the September 30, 2002 included $445,000 from the receipt of 890,000 common shares as a loan bonus for a working capital loan to Diamonds North Resources Ltd.


Revenue for the period rose to $296,605 from $155,063 in 2002 as the Company received payments from its production interest in the Richmont Mines.  The Company anticipates collecting the balance of its production interest by the end of the first quarter in 2004 after which there were be no more anticipated future revenue from the production interest.




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General and administrative expenses for the current quarter are $145,355 (2002: $132,433) and for the nine months ended September 30, 2003 are $399,147 (2002: $489,359). Significant changes for the current period include consultant costs, investor relations and promotion and office expense.  Consultants cost for the current quarter reflects the Company’s application for a 20F listing and the hiring of a part-time controller to oversee the Company’s financial reporting.  Investor relations and promotion cost for the current quarter reflects the Company’s attendance at the New York Institutional Gold Conference in September.  The conference was attended by three employees at a cost of $12,779.  Office and miscellaneous expense for the current quarter includes the Company’s annual insurance net cost of $11,700.  The policy is to provide liability coverage and cover office contents.  A portion of the policy has been allocated to the Company’s Baffin exploration program as the additional liability coverage was required under the option agreement.  


Other costs include property investigation expense $18,669 which includes the Company’s grass roots exploration program conducted in September for a cost of $7,336.  The Company investigated new prospective projects in North America.


As at September 30, 2003, the Company had $1,548,005 in working capital, which is sufficient to achieve the Company’s planned business objectives for the remainder of fiscal 2003.  Included in the calculation of working capital is the carrying value of the Company’s marketable securities of $937,140.  At September 30, 2003, the quoted market value of these marketable securities is $1,248,524, which is $311,384 greater than the Company’s carrying value.  The Company will require additional financing in 2004 to meet management’s proposed 2004 exploration programs.  


Subsequent to September 30, 2003, the Company reported that it has arranged a non-brokered private placement of up to 3,500,000 units at a price of $0.55 per unit.  Each unit will consist of one flow-through common share and one non-transferable share purchase warrant.  Each warrant will entitle the holder to acquire one additional non flow-through common share at a price of $0.70 per common share for a period of one year from the closing of the private placement.  The units will have a forced warrant conversion if the shares close at $0.90 or higher for 10 consecutive days.


Finders’ fees of 7% of the gross proceeds may be payable in cash or units on a portion of this placement.  In addition, finders’ options of up to 10% of the total units sold may be issued.  Each finder’s option will be exercisable into one non flow-through common share at an exercise price of $0.70 per common for one year.  The finder’s option will have a forced warrant conversion if the shares close at $0.90 or higher for 10 consecutive days.  This financing is subject to acceptance by the TSX Venture Exchange.



William J. Coulter

President



 

For further information, please call:

 

Commander Resources Ltd.

 

Telephone: (604) 685-5254

 

1-800-667-7866

 

http://www.commanderresources.com

 

Email: info@commanderresources.com


The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this news release.














#






This is the form of a material change report required under section 85 (1) of the Securities Act and section 151 of the Securities Rules.


BC FORM 53-901F
(Previously Form 27)

Securities Act

MATERIAL CHANGE REPORT


Item 1: Reporting Issuer

State the full name and address of the principal office in Canada of the reporting issuer.

Commander Resources Ltd..
1550, 409 Granville Street
Vancouver, B.C.
V6C 1T2


Item 2: Date of Material Change

State the date of the material change.

December 3 and December 11, 2003


Item 3: Press Release

State the date and place(s) of issuance of the press release issued under section 85 (1) of the Act.

December 15, 2003

Vancouver Stock Stockwatch

Market News Publishing Inc.


Item 4: Summary of Material Change

Provide a brief but accurate summary of the nature and substance of the material change.


Commander has closed a non-brokered private placement of 3,500,000 units at a price of $0.55 per unit announced on November 12, 2003.



Item 5: Full Description of Material Change

Supplement the summary required under Item 4 with the disclosure that should be sufficiently complete to enable a reader to appreciate the significance of the material change without reference to other material. Management is in the best position to determine what facts are significant and must disclose those facts in a meaningful manner. See also Item 7.

This description of the significant facts relating to the material change will therefore include some or all of the following: dates, parties, terms and conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values, reasons for the change, and a general comment on the probable impact on the reporting issuer or its subsidiaries. Specific financial forecasts would not normally be required to comply with this form.

The above list merely describes examples of some of the facts that may be significant. The list is not intended to be inclusive or exhaustive of the information required in any particular situation.

Reference is made to Item 4 above and to the Company's News Release #03-22 a copy of which is attached hereto as Schedule "B".




#





Item 6: Reliance on section 85 (2) of the Act

If the report is being filed on a confidential basis in reliance on section 85 (2) of the Act, state the reasons for that reliance.


Not applicable.


Instruction:

For continuing obligations regarding reports filed under this subsection, refer to section 85 (3) of the Act and Part 3.4 of the SEDAR Filer Manual.

Item 7: Omitted Information

In certain circumstances where a material change has occurred and a material change report has been or is about to be filed but section 85 (3) of the Act will no longer or will not be relied upon, a reporting issuer may nevertheless believe one or more significant facts otherwise required to be disclosed in the material change report should remain confidential and not be disclosed or not be disclosed in full detail in the material change report.

State whether any information has been omitted on this basis and provide the reasons for any omission in sufficient detail to permit the Commission to exercise its discretion under section 169 (4) of the Act.

The reasons for the omission may be contained in a separate letter filed in an envelope marked "Confidential – Attention: Supervisor, Financial Reporting ".

There is no material information which has been omitted from the report in reliance upon Section 85(3) of the Securities Act.


Item 8: Senior Officers

Give the name and business telephone number of a senior officer of the reporting issuer who is knowledgeable about the material change and the report or an officer through whom the Commission may contact that senior officer.

Contact:

William J. Coulter

President

(604) 685-5254



Item 9: Statement of Senior Officer

Include a statement in the following form signed by a senior officer of the reporting issuer:

"The foregoing accurately discloses the material change referred to herein."

Also include the date and place of making the statement.


The foregoing accurately discloses the material change referred to herein.


DATED at the City of Vancouver, in the Province of British Columbia, this 15th day of December, 2003.


COMMANDER RESOURCES LTD.


“WILLIAM J. COULTER”


William J. Coulter
President


cc:

TSX Venture Exchange



#





SCHEDULE B

 

[commander6kdec2003009.jpg]

1550 - 409 Granville Street

Vancouver, B.C. V6C 1T2

Tel. (604) 685-5254

Fax: (604) 685-2814

Date:  December 15, 2003

TSX Venture Exchange: CMD

Shares Issued: 21,623,730
News Release
#03-22

Closing of Non-Brokered Private Placement Financing


Commander Resources Ltd.. (CMD-TSX Venture) reports closing of the private placement announced November 12, 2003.  


An initial closing of 1,865,000 units at $0.55 per unit occurred on December 3, 2003.  Each unit consists of one flow-through common share and one non-transferable share purchase warrant entitling the holder to purchase one common share at a price of $0.70 per common share to December 2, 2004.  The securities issued on December 3, 2003 are subject to a hold period and may not be traded until April 3, 2004.  


A second closing of 1,635,000 units at $0.55 per unit occurred on December 11, 2003.  Each unit consists of one flow-through common share and one non-transferable share purchase warrant entitling the holder to purchase one common share at a price of $0.70 per common share to December 10, 2004.  The securities issued on December 11, 2003 are subject to a hold period and may not be traded until April 11, 2004.


Finder’s fees and finder’s options in connection with the financing were paid as follows:  Dundee Securities received cash of $19,250 and an option to purchase 50,000 common shares at $0.70 per share for one year following closing; Odlum Brown received cash of $10,780 and an option to purchase 28,000 common shares at $0.70 per share for one year following closing; Canaccord Capital Corporation received cash of $3,850 together with 23,800 units and an option to purchase 44,000 common shares at $0.70 for one year following closing; Haywood Securities Inc. received cash of $22,022 together with 12,600 units and an option to purchase 75,200 common shares at $0.70 per share for one year following closing; Strand Securities Corporation received 42,000 units plus 7,000 shares; Nancy Curry received cash of $3,850 and Peter Krag-Hansen received cash of $11,473.


The units have a forced warrant conversion following the hold period if the shares close at $0.90 or higher for 10 consecutive days.



William J. Coulter

President


 

For further information, please call:

 

Commander Resources Ltd.

 

Telephone: (604) 685-5254

 

1-800-667-7866

 

http://www.commanderresources.com

 

Email: info@commanderresources.com


The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this news release.








#






This is the form of a material change report required under section 85 (1) of the Securities Act and section 151 of the Securities Rules.


BC FORM 53-901F
(Previously Form 27)

Securities Act

MATERIAL CHANGE REPORT


Item 1: Reporting Issuer

State the full name and address of the principal office in Canada of the reporting issuer.

Commander Resources Ltd..
1550, 409 Granville Street
Vancouver, B.C.
V6C 1T2


Item 2: Date of Material Change

State the date of the material change.

December 19, 2003


Item 3: Press Release

State the date and place(s) of issuance of the press release issued under section 85 (1) of the Act.

December 15, 2003

Vancouver Stock Stockwatch

Market News Publishing Inc.


Item 4: Summary of Material Change

Provide a brief but accurate summary of the nature and substance of the material change.


Commander has added Wesley Raven, P.Geo as Exploration Manager to its team.  Options have been granted under the Company’s stock option plan.



Item 5: Full Description of Material Change

Supplement the summary required under Item 4 with the disclosure that should be sufficiently complete to enable a reader to appreciate the significance of the material change without reference to other material. Management is in the best position to determine what facts are significant and must disclose those facts in a meaningful manner. See also Item 7.

This description of the significant facts relating to the material change will therefore include some or all of the following: dates, parties, terms and conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values, reasons for the change, and a general comment on the probable impact on the reporting issuer or its subsidiaries. Specific financial forecasts would not normally be required to comply with this form.

The above list merely describes examples of some of the facts that may be significant. The list is not intended to be inclusive or exhaustive of the information required in any particular situation.

Reference is made to Item 4 above and to the Company's News Release #03-23 a copy of which is attached hereto as Schedule "B".




#





Item 6: Reliance on section 85 (2) of the Act

If the report is being filed on a confidential basis in reliance on section 85 (2) of the Act, state the reasons for that reliance.


Not applicable.


Instruction:

For continuing obligations regarding reports filed under this subsection, refer to section 85 (3) of the Act and Part 3.4 of the SEDAR Filer Manual.

Item 7: Omitted Information

In certain circumstances where a material change has occurred and a material change report has been or is about to be filed but section 85 (3) of the Act will no longer or will not be relied upon, a reporting issuer may nevertheless believe one or more significant facts otherwise required to be disclosed in the material change report should remain confidential and not be disclosed or not be disclosed in full detail in the material change report.

State whether any information has been omitted on this basis and provide the reasons for any omission in sufficient detail to permit the Commission to exercise its discretion under section 169 (4) of the Act.

The reasons for the omission may be contained in a separate letter filed in an envelope marked "Confidential – Attention: Supervisor, Financial Reporting ".

There is no material information which has been omitted from the report in reliance upon Section 85(3) of the Securities Act.


Item 8: Senior Officers

Give the name and business telephone number of a senior officer of the reporting issuer who is knowledgeable about the material change and the report or an officer through whom the Commission may contact that senior officer.

Contact:

William J. Coulter

President

(604) 685-5254



Item 9: Statement of Senior Officer

Include a statement in the following form signed by a senior officer of the reporting issuer:

"The foregoing accurately discloses the material change referred to herein."

Also include the date and place of making the statement.


The foregoing accurately discloses the material change referred to herein.


DATED at the City of Vancouver, in the Province of British Columbia, this 19th day of December, 2003.


COMMANDER RESOURCES LTD.


“WILLIAM J. COULTER”


William J. Coulter
President


cc:

TSX Venture Exchange



#





SCHEDULE B

 

[commander6kdec2003010.jpg]

1550 - 409 Granville Street

Vancouver, B.C. V6C 1T2

Tel. (604) 685-5254

Fax: (604) 685-2814

Date:  December 19, 2003

TSX Venture Exchange: CMD

Shares Issued: 21,623,730
News Release
#03-23



Commander Resources Ltd.. (CMD-TSX Venture) reports Wesley Raven, P.Geo. has joined the team as Exploration Manager.


Mr. Raven has been involved in exploration and development, project management and execution for 20 years. This experience is in a broad variety of geological terrains throughout much of Canada and abroad, including USA, Mexico, South America and Africa. He has participated in the delineation of a small gold prospect near Wawa, Ontario, co-managed a program of underground development of a gold prospect in South America, and more recently contributed to the delineation of a 60+ million ton geological resource at a magmatic copper-nickel-PGE property in Nunavut.


The Board of Directors has approved a grant of 75,000 stock options to Mr. Raven under the Company’s stock option plan.  The options are exercisable for five years at $0.50 per share and are subject to the policies of the TSX Venture Exchange





William J. Coulter

President


 

For further information, please call:

 

Commander Resources Ltd.

 

Telephone: (604) 685-5254

 

1-800-667-7866

 

http://www.commanderresources.com

 

Email: info@commanderresources.com


The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this news release.






#






BC FORM 51-901F


Quarterly and Year End Report



Incorporated as part of:

X

Schedule A

   
  

Schedules B & C


ISSUER DETAILS:

   

For Quarter Ended:

 

September 30, 2003

Date of Report:

 

November 20, 2003

   

Name of Issuer:

 

COMMANDER RESOURCES LTD.

Issuer’s Address:

 

1550 – 409 Granville Street

  

Vancouver, B.C.   V6C 1T2

Issuer’s Fax Number:

 

(604) 685-2814

Issuer’s Phone Number:

 

(604) 685-5254

   

Contact Person:

 

WILLIAM J. COULTER

Contact Position:

 

PRESIDENT

Contact Telephone Number:

 

(604) 685-5254

Contact E-mail:

 

info@commanderresources.com

Web Site Address:

 

http://www.commanderresources.com

 

WILLIAM J. COULTER

“William J. Coulter“

03/11/20

Name of Director

Signed (typed)

Date Signed (YY/MM/DD)

   
   

VICTOR A. TANAKA

“Victor A. Tanaka“

03/11/20

Name of Director

Signed (typed)

Date Signed (YY/MM/DD)

   










#
















COMMANDER RESOURCES LTD.


FINANCIAL STATEMENTS

For The Nine Months Ended

September 30, 2003

(Unaudited – Prepared by Management)








COMMANDER RESOURCES LTD.

 

Balance Sheets


  

September 30,

2003

(Unaudited)

 

December 31,

2002

     

ASSETS

    
     

Current assets

    

  Cash and cash equivalents

$

894,302

$

1,343,690

  Marketable securities (Note 3)

 

937,140

 

669,692

  Accounts receivable

 

129,790

 

255,978

  Due from related parties (Note 8 (a))

 

14,253

 

153,275

  Prepaid expenses

 

18,053

 

4,978

  

1,993,538

 

2,427,613

  


 


Note receivable (Note 4)

 

-

 

183,920

Mineral properties (Note 5)

 

7,481,588

 

6,722,860

Property, plant and equipment (Note 6)

 

27,552

 

11,974

  


 


 

$

9,502,678

$

9,346,367

  


 


LIABILITIES

 


 


Current liabilities

 


 


  Accounts payable and accrued liabilities

$

445,533

$

303,702

  


 


  Future income taxes

 

781,402

 

781,402

  


 


  

1,226,935

 

1,085,104

  


 


SHAREHOLDERS’ EQUITY

 


 


  


 


Share capital (Note 7)

 

17,750,469

 

17,608,657

Contributed surplus

 

1,676

 

-

Stock-based Compensation (Note 7 (e))

 

-

 

1,676

  


 


Deficit

 

(9,476,402)

 

(9,349,070)

  


 


  

8,275,743

 

8,261,263

  


 


 

$

9,502,678

$

9,346,367


Nature of Operations and Going Concern (Note 1)

Commitments (Note 9)

Subsequent Event (Note 12)


Approved by the Directors:

“William J. Coulter”

 

“Victor A. Tanaka”

 

William J. Coulter

 

Victor A. Tanaka





 

COMMANDER RESOURCES LTD.

  
 

Statements of Operations and Deficit

 

(Unaudited – Prepared by Management)

 
 

Three Months Ended

Nine Months Ended

  

Sept. 30,

2003

 

Sept. 30,

2002

 

Sept 30,

2003

 

Sept. 30,

2002

      


 


Revenue

     


 


   Production interest

$

107,190

$

155,063

$

296,605

$

155,063

      


 


General and administrative expenses

    


 


   Audit and accounting

12,147

 

9,447

 

33,192

 

36,045

   Amortization

2,816

 

1,256

 

4,870

 

3,072

   Annual report and meeting

-

 

-

 

9,409

 

34,636

   Consultants

12,000

 

-

 

32,780

 

2,309

   Investor relations and promotion

26,174

 

14,969

 

51,329

 

100,518

   Legal

3,872

 

5,469

 

11,547

 

27,532

   Office and miscellaneous

28,233

 

19,361

 

53,753

 

45,542

   Regulatory fees

(533)

 

1,268

 

7,479

 

13,275

   Rent

6,788

 

9,194

 

28,904

 

33,348

   Salaries and benefits

50,989

 

66,479

 

154,296

 

172,609

   Telephone

1,301

 

1,122

 

3,743

 

3,876

   Transfer agent

1,568

 

3,868

 

7,845

 

16,597

  

145,355

 

132,433

 

399,147

 

489,359

      



 


Income (loss) before under noted

(38,165)

 

22,630

 

(102,542)

 

(334,296)

   Administration fees

-

 

-

 

904

 

-

   Investment income

3,810

 

3,014

 

23,715

 

472,065

   Property investigation

(15,153)

 

2,111

 

(18,669)

 

(13,529)

   Stock-based compensation

-

 

(587)

 

-

 

(1,676)

   Write down of mineral properties

(33,354)

 

(8,418)

 

(33,354)

 

(8,418)

   Gain on sale of marketable securities

(150)

 

-

 

2,614

 

8,088

      


 


Income (loss) for the period

(83,012)

 

18,750

 

(127,332)

 

122,234

      


 


Deficit, beginning of period

(9,393,390)

 

(9,201,562)

 

(9,349,070)

 

(9,305,046)

      


 


Deficit, end of period

$

(9,476,402)

$

(9,182,812)

$

(9,476,402)

$

(9,182,812)

      


 


Basic and diluted income (loss) per share

$

(0.005)

$

0.001

$

(0.010)

$

0.010

      


 


Weighted average number of shares outstanding

    


 


(Note 7(c), 1 for 3 share consolidation)

17,764,216

 

17,382,832

 

17,677,629

 

16,702,058
















COMMANDER RESOURCES LTD.

  
   

Statements of Cash Flows

  

(Unaudited – Prepared by Management)

  
   
 

Three Months Ended

Nine Months Ended

 

Sept. 30,

2003

Sept. 30,

2002

Sept. 30,

2003

Sept. 30,

2002

         

Cash provided form (used for):

       
         

Operating activities

       

   Income (loss) for the period

$

(83,012)

$

18,750

$

(127,332)

$

122,234

   Items not involving cash:

       

     Amortization

2,816

 

1,256

 

4,870

 

3,072

     Investment income received in

      marketable securities

-

 

-

 

-

 

(445,000)

     Loss (gain) on sale of marketable securities

150

 

-

 

(2,614)

 

(8,088)

     Stock-based compensation

-

 

587

 

-

 

1,676

     Write down of mineral properties

33,354

 

8,418

 

33,354

 

8,418

  

(46,692)

 

29,011

 

(91,722)

 

(317,688)

         

   Net change in non-cash working capital items

       

     Accounts receivable

(37,779)

 

(46,254)

 

123,567

 

(200,829)

     Due to related parties

114,024

 

-

 

141,643

 

-

     Prepaid expenses

(15,211)

 

86

 

(13,075)

 

506

     Accounts payable and accrued liabilities

130,689

 

(5,314)

 

111,682

 

(63,497)

  

145,031

 

(22,471)

 

272,095

 

(581,508)

         

Investing activities

       

   Purchase of marketable securities

(63,000)

 

-

 

(102,000)

 

-

   Proceeds from sale of marketable securities

-

 

-

 

7,165

 

9,138

   Note receivable

18,286

 

-

 

13,920

 

(300,000)

   Mineral property acquisition and exploration costs

(619,428)

 

(134,722)

 

(792,082)

 

(191,201)

   Accounts payable and accrued liabilities

       related to mineral properties

291,145

 

-

 

30,150

 

-

   Purchase of capital assets

(16,648)

 

(3,476)

 

(20,448)

 

(6,178)

  

(389,645)

 

(138,198)

 

(863,295)

 

(488,241)

         

Financing activities

       

   Shares issued for cash, net of issue costs

49,812

 

-

 

141,812

 

1,262,050

         

Increase (decrease) in cash and cash

     equivalents

(194,802)

 

(160,669)

 

(449,388)

 

192,301


Cash and cash equivalents, beginning of period

1,089,104

 

1,550,934

 

1,343,690

 

1,197,964

Cash and cash equivalents, end of period


$

894,302


$

1,390,265


$

894,302


$

1,390,265



Supplemental Cash Flow Information (Note 11)












COMMANDER RESOURCES LTD.

(Formerly Major General Resources Ltd.)


Notes to Financial Statements

June 30, 2002

(Unaudited)


1.

Nature of Operations and Going Concern


The Company is in the process of actively exploring and developing its mineral properties and has not yet determined whether these properties contain ore resources, which are economically recoverable.  The Company is considered to be in the exploration stage.


The recoverability of amounts shown for mineral property interests is dependent upon one or more of the following:


- the discovery of economically ore reserves,

- the ability of the Company to obtain financing to complete development, and

- future profitable production from the properties or proceeds from disposition.


At September 30, 2003, the Company had incurred a deficit of $9,476,402 and had working capital of $1,548,005, which is sufficient to achieve the Company’s planned business objectives for fiscal 2003. The Company may require additional financing in 2004 to meet it’s proposed 2004 exploration programs and property commitments. The Company has been successful in raising funds to date; however, there can be no assurance that additional funding will be available in the future, see Note 12 Subsequent Event.


These financial statements have been prepared on a going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business.  The Company’s ability to continue as a going concern is dependent on continued financial support from its shareholders and other related parties, the ability of the Company to raise equity financing, and the attainment of profitable operations, external financings and further share issuances to meet the Company’s liabilities as they become payable.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary, should the Company be unable to continue as a going concern.


2.

Significant Accounting Policies


(a)

Use of estimates


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


(b)

Basis of presentation


The accompanying unaudited interim financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada with respect to the preparation of interim financials statements.  Accordingly, they do not include all of the information and disclosure required by Canadian GAAP in the preparation of annual financial statements.  The accounting policies used in the preparation of the accompanying unaudited interim financial statements are the same as those described in the annual financial statements and the notes thereto for the year ended December 31, 2002.  In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements.  The interim financial statements should be read in conjunction with the Company’s financial statements including the notes thereto for the year ended December 31, 2002.





COMMANDER RESOURCES LTD.

(Formerly Major General Resources Ltd.)


Notes to Financial Statements

June 30, 2002

(Unaudited)


2.

Significant Accounting Policies (continued)


(c)

Certain comparative figures


Certain comparative figures have been reclassified to conform to the current period’s presentation.


3.

Marketable Securities


Marketable securities are carried at the lower of cost or quoted market value.  When market value is below cost, any unrealized loss is charged to income.


The quoted market value of marketable securities at September 30, 2003 is $1,248,524.


Included in marketable securities, are 167,647 common shares of Fjordland Exploration Inc., a company related by virtue of a common director.  


The Company also holds 1,790,000 common shares of Diamonds North Resources Ltd. (“DNR”), a company related by virtue of a common director and in which the Company has an 8.1% interest.  Of these shares, a total of 545,000 shares are held in escrow and are to be released on January 8, 2004 (Note 4).  The Company has granted the president of DNR an option to purchase 70,000 shares of DNR at a price of $0.30 per share for a two-year period, which expires on March 18, 2004.



4.

Note Receivable


On March 1, 2002, the Company advanced to DNR a loan in the amount of $300,000 for working capital purposes.  The loan bears interest at the rate of 6% per annum.  The loan plus accrued interest is payable in cash on or before March 1, 2004.  At any time prior to repayment, the loan balance may be convertible, at the sole discretion and option of the Company, into securities of DNR as follows:


i)

prior to July 15, 2003, the loan balance or any portion thereof may be converted into units of securities at a conversion price of $0.50 per unit, with each unit consisting of one common share and one-half of one share purchase warrant, with each whole share purchase warrant entitling the Company to purchase one additional common share at a price of $0.60 up to July 14, 2003, whereupon the share purchase warrants will expire; and


ii)

on or after July 15, 2003, the loan balance or any portion thereof may be converted into common shares only at a conversion price of $0.50 per share.


During the nine months ended September 30, 2003, the note payable was repaid by DNR.  The $170,000 principal portion of the loan was paid through the issuance of 340,000 units and the $18,543 in accrued interest was repaid in cash.  The Company converted the units into 340,000 common shares and 170,000 warrants which were fully exercised by the Company at a price of $0.60 per share.







COMMANDER RESOURCES LTD.

(Formerly Major General Resources Ltd.)


Notes to Financial Statements

June 30, 2002

(Unaudited)


5.

Mineral Properties


At September 30, 2003, the Company's mineral properties are comprised of properties located in Canada.  Expenditures incurred on mineral properties are as follows:

 

 Sarah

 Green

   

 Dewar

 Bravo

 Other  

 
 

 Lake

  Bay

 Adlatok 1

 Sally

 Qimmiq

 Lake

 Lake

 Properties

 Total

          

 Balance at

         

Dec. 31, 2002

 $1,122,697

 $2,697,169

 $   35,835

 $   25,116

 $           -   

 $           -   

 $           -   

 $2,842,042

 $6,722,859

          

 Additions during the period:

         
          

 Acquisition costs:

                -   

          7,000

              -   

              -   

              -   

              -   

              -   

          3,383

        10,383

          

 Exploration costs:

         

   Administration

                -   

          1,020

              -   

              -   

        8,324

        1,237

        1,422

                -   

        12,003

   Drilling

                -   

               42

              -   

              -   

              -   

              -   

              -   

             600

             642

   Engineering

                -   

          3,650

              -   

              -   

              -   

              -   

              -   

                -   

          3,650

   Geochemistry

                -   

          7,692

              -   

              -   

      25,524

        6,715

        8,076

                -   

        48,007

   Geology

          9,426

        40,350

        6,740

        5,163

      43,289

      21,110

      12,848

        23,101

      162,027

   Geophysics

          1,500

                -   

      93,706

      29,201

      32,733

              -   

      21,319

        52,305

      230,764

   Licences & fees

                -   

          8,722

              -   

        3,163

      47,712

              -   

              -   

        34,573

        94,170

   Line cutting

                -   

                -   

              -   

              -   

        3,181

           174

        1,002

                -   

          4,357

   Permitting

                -   

                -   

              -   

              -   

              -   

              -   

              -   

          1,205

          1,205

   Prospecting

                -   

                -   

              -   

              -   

    106,428

      85,146

      42,340

                -   

      233,914

 

        10,926

        61,476

    100,446

      37,527

    267,191

    114,382

      87,007

      111,784

      790,739

          

 Less:

         

   Recoveries

                -   

                -   

       (9,039)

              -   

              -   

              -   

              -   

                -   

         (9,039)

   Write down

                -   

                -   

              -   

              -   

              -   

              -   

              -   

      (33,354)

       (33,354)

 

                -   

                -   

       (9,039)

              -   

              -   

              -   

              -   

      (33,354)

       (42,393)

          

   Net additions

        10,926

        68,476

      91,407

      37,527

    267,191

    114,382

      87,007

        81,813

      758,729

          

 Balance at

         

Sept. 30, 2003

 $1,133,623

 $2,765,645

 $ 127,242

 $   62,643

 $ 267,191

 $ 114,382

 $   87,007

 $2,923,855

 $7,481,588


(a)

Sarah Lake Joint Venture, Labrador


The Company has a 48% interest in the Sarah Lake Joint Venture, which was formed in 1998.  The joint venture granted an option in 2001, which requires exploration expenditures of $4,000,000 by the optionee to earn a 50% joint venture interest.


(b)

Green Bay, Newfoundland


The Company holds a 100% interest in the Green Bay property.  





COMMANDER RESOURCES LTD.

(Formerly Major General Resources Ltd.)


Notes to Financial Statements

June 30, 2002

(Unaudited)


5.

Mineral Properties (continued)


(c)

Adlatok 1, Labrador


The Company has a 52% interest in the Adlatok 1 property.


(d)

Sally, Labrador


The Company has a 100% interest in the Sally property.


(e)

Qimmiq, Nunavut


On June 18, 2003, the Company entered into an option agreement with BHP Billiton Diamonds Inc. (“BHP Billiton”) to explore for gold on 50,000 hectares of Nunavut Tunngavik Incorporated leases on Baffin Island, Nunavut.  Under the option agreement, the Company can earn up to a 100% interest in BHP Billiton’s exploration rights and interest by incurring $10 million in expenditures and delivering a feasibility study to BHP Billiton by December 31, 2014.  The option agreement is subject to a floating net smelter return royalty from 1% to 3% based on gold prices, payable to BHP Billiton and a 12% royalty on net profits payable on production from the Nunavut Tunngavik Incorporated leases.  If a mineral discovery is made, excluding gold, before the Company has earned a 100% interest, BHP Billiton can exercise a back-in option allowing BHP Billiton to re-acquire to an aggregate of a 75% interest.  


(e)

Dewar Lake, Nunavut


On June 18, 2003, the Company entered into an option agreement with BHP Billiton Diamonds Inc. (“BHP Billiton”) to explore for gold on sixteen Nunavut Exploration Permits covering just under 400,000 hectares on Baffin Island, Nunavut.  Under the option agreement, the Company can earn up to a 100% interest in BHP Billiton’s exploration rights and interest by incurring $200,000 in expenditures by December 31, 2005. The option agreement is subject to a floating net smelter return royalty from 1% to 3% based on gold prices, payable to BHP Billiton.  If a mineral discovery is made, excluding gold, before the Company has earned a 100% interest, BHP Billiton can exercise a back-in option allowing BHP Billiton to re-acquire to an aggregate of a 75% interest.  


(f)

Bravo Lake, Nunavut


On August 21, 2003, the Company reported that it had entered into an option agreement with Falconbridge Limited (“Falconbridge”) to explore for gold, diamonds and other metals on twelve Nunavut Exploration Permits covering over 720,000 hectares all on Baffin Island, Nunavut. These Falconbridge permits adjoin the BHP Billiton properties optioned back in June. The Company can earn a 100% interest in Falconbridge’s exploration rights and interest on Baffin Island by incurring $8.0 million by 2011 of which $90,000 is required by the end of 2003. The option agreement is subject to following royalties payable to Falconbridge:


on gold, a sliding scale net smelter return royalty from 1% to 3% based on gold prices;


on nickel production, a 2% net smelter return royalty;


on diamonds, a 2% gross overriding royalty and;


on base metal production, a 1.5% net smelter return royalty.






COMMANDER RESOURCES LTD.

(Formerly Major General Resources Ltd.)


Notes to Financial Statements

June 30, 2002

(Unaudited)


5.

Mineral Properties (continued)


(g)

Other Properties


The Company owns several other properties in Canada in which it holds interests ranging from 30% to 100%.  The Company has granted options on some of these properties.  The carrying values of those properties included under Other Properties at September 30, 2003 are as follows:


   

September 30,

2003

   


British Columbia

  


Abe & Pal

 

$

22,537

Tam

  

60,021

    

New Brunswick

   

Rio

  

851,052

Stewart

  

424,715

    

Nunavut

   

Talik

  

3,748

    

Labrador

   

Satellite

  

345,086

Sadie

  

910

    

Ontario

   

Dorothy

  

25,107

Matheson

  

14,184

McVean

  

8,474

Sabin


  

79,084

    

Quebec

   

Despinassy


  

102,879

    

Yukon

   

Olympic, Rob

  

985,729

Rein

  

329

  

$

2,923,855


6.

Property, Plant and Equipment


     

September 30,

      

2003

    

Accumulated

 

Net Book

  

Cost

 

Amortization

 

Value

       

Furniture and fixtures

 

$      48,740

 

$      44,974

 

$        3,766

Computer equipment

 

103,935

 

80,149

 

23,786

       
  

$    152,675

 

$    125,123

 

$      27,552

       






COMMANDER RESOURCES LTD.

(Formerly Major General Resources Ltd.)


Notes to Financial Statements

June 30, 2002

(Unaudited)


7.

Share Capital


(a)

Authorized:  


100,000,000 common shares without par value.



(b)

Issued and outstanding common shares



Number of

Shares

 


Amount


Balance, December 31, 2002


17,328,831

 


$


17,608,657

 


  


Issued for cash:


  


   Warrants

399,999

  

92,000

   Stock Options

225,167

  

49,812

 


  


 


  


Balance, September 30, 2003

17,953,997

 

$

17,750,469



(c)

Consolidation


On May 3, 2002, pursuant to an Arrangement Agreement entered into on March 4, 2002, the Company consolidated its share capital on a one for three basis and changed its name from Major General Resources Ltd. (“Major”) to Commander Resources Ltd. (“Commander”).  All shareholders of record received one share of Commander for every three shares of Major.  In addition, shareholders of record received one share of DNR for every three and one-half shares of Commander shares held.


(d)

Stock Options


Options to purchase common shares have been granted to directors, employees and consultants at exercise prices determined by reference to the market value on the date of the grant.  Under the Company’s Stock Option Plan, the Company may grant options for up to 2,766,666 common shares.  Vesting of options is made at the discretion of the board of directors at the time the options are granted.  At September 30, 2003, the Company had stock options outstanding for the purchase of 1,686,498 common shares, of which 1,406,499 are exercisable at September 30, 2003.




Shares

Weighted Average

Exercise Price

 
 


  

Outstanding at December 31, 2002

1,095,325

$0.23

 
 


  

  Granted

1,339,672

$0.22

 

  Exercised

(225,167)

$0.22

 

  Expired

(523,332)

$0.23

 
 


  

Outstanding at September 30, 2003

1,686,498

$0.22

 






COMMANDER RESOURCES LTD.

(Formerly Major General Resources Ltd.)


Notes to Financial Statements

June 30, 2002

(Unaudited)


7.

Share Capital (continued)


(d)

Stock Options (continued)


The following summarizes information about stock options outstanding at September 30, 2003:



Number of Shares

Exercise Price


Expiry Date

    

1,333

 

$0.23

December 9, 2003

185,998

 

$0.23

December 14, 2004

212,665

 

$0.23

September 11, 2006

29,999

 

$0.23

January 10, 2007

50,000

 

$0.17

December 19, 2007

833,171

 

$0.20

January 23, 2008

348,332

 

$0.26

August 20, 2008

25,000

 

$0.45

September 10, 2008

    

1,686,498

   




(e)

Stock-Based Compensation


During the nine months ended September 30, 2003, the Company granted stock options to employees and directors to acquire up to an aggregate of 1,339,672 common shares at with exercise prices from $0.20 to $0.45 per share.


Pursuant to the CICA standard of accounting for stock-based compensation, the fair value of the stock options granted to non-employees, would have been recorded as an expense in the period.  Compensation expense on the stock options granted to employees using the fair value based method is disclosed as pro-forma information.


The fair value of stock options used to calculate compensation expense is estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions at September 30, 2003:


   

Risk-free interest rate

 

3.09%

Expected dividend yield

 

-

Expected stock price volatility

 

87.80%

Expected option life in years

 

3.30

   






COMMANDER RESOURCES LTD.

(Formerly Major General Resources Ltd.)


Notes to Financial Statements

June 30, 2002

(Unaudited)


7.

Share Capital (continued)


(e)

Stock-Based Compensation (continued)


The pro-forma effect on loss and loss per share for the period ended September 30, 2003 of the actual results had the Company accounted for the stock options granted to directors and employees using the fair-value based method is as follows:


    

September 30, 2003

 

September 30, 2002

       

Income (loss) for the period

      

Reported

  

$

(127,332)

$

122,234

Stock-based compensation expense

   

(129,884)

 

(6,725)

Pro-forma

  

$

(257,216)

$

115,509

       

Basic and diluted income (loss) per share

      

Reported

  

$

(0.01)

$

0.01

Pro-forma

  

$

(0.02)

$

0.01


Option pricing models require the input of highly subjective assumptions including the expected price volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure

of the fair value of the Company’s stock options.


(f)

Warrants


At September 30, 2003 the Company has outstanding warrants to purchase an aggregate 2,388,888 common shares as follows:



Exercise

Price



Expiry Date

Outstanding at

December 31,

2002



Issued



Exercised



Expired

Outstanding

at

September 30,

2003

       

$0.23

February 14, 2003

566,666

-

(399,999)

(166,667)

-

  


  



$0.505

February 28, 2004

2,388,888

-

-

-

2,388,888

  

2,955,554

-

(399,999)

(166,667)

2,388,888



8.

Related Party Transactions


In addition to the marketable securities disclosed in Note 3 and the note receivable disclosed in Note 4, the Company has the following related party transactions and balances:

(a)

The Company shares certain administrative costs with three other companies related by virtue of common directors.  Included in accounts receivable is an aggregate of $14,253 owed by those companies for shared administrative expenses.

(b)

The Company paid or accrued legal fees in the aggregate of $8,514 to a law firm of which an officer of the Company is a partner.






COMMANDER RESOURCES LTD.

(Formerly Major General Resources Ltd.)


Notes to Financial Statements

June 30, 2002

(Unaudited)


9.

Commitments


(a)

The Company entered into a lease agreement commencing on March 1, 2002 for a two-year period expiring on February 29, 2004.  The Company’s share of rental costs remaining on the lease is approximately $17,500.

(b)

The Company has guaranteed the salary of the president of DNR for the initial two-year term of his employment.  At September 30, 2003, the remaining amount of the guarantee is $72,000.



10.

Segmented Information


The Company has one operating segment, mineral exploration, and all assets of the Company are located in Canada.


Revenues for the period are derived from a production interest, which was earned in Canada.



11.

Supplemental Cash Flow Information



  

September 30, 2003

September 30, 2002

Significant non-cash operating, investing and financing activities:

      
       

Operating activities:

      

Investment income received in marketable securities

  

$

-

$

445,000

       

Investing activities:

      

Note receivable payment received in marketable securities

  

$

170,000

$

30,000

Mineral properties sold pursuant to reorganization

  

$

-

$

1,484,840

       

Other cash flow information:

      

Interest received

  

$

58,729

$

15,124


12.

Subsequent Event


Subsequent to September 30, 2003, the Company reported that it has arranged a non-brokered private placement of up to 3,500,000 units at a price of $0.55 per unit.  Each unit will consist of one flow-through common share and one non-transferable share purchase warrant.  Each warrant will entitle the holder to acquire one additional non flow-through common share at a price of $0.70 per common share for a period of one year from the closing of the private placement.  The units will have a forced warrant conversion if the shares close at $0.90 or higher for 10 consecutive days.


Finders’ fees of 7% of the gross proceeds may be payable in cash or units on a portion of this placement.  In addition, finders’ options of up to 10% of the total units sold may be issued.  Each finder’s option will be exercisable into one non flow-through common share at an exercise price of $0.70 per common for one year.  The finder’s option will have a forced warrant conversion if the shares close at $0.90 or higher for 10 consecutive days.  This financing is subject to acceptance by the TSX Venture Exchange.





BC FORM 51-901F


Quarterly and Year End Report



Incorporated as part of:

 

Schedule A

   
 

X

Schedules B & C


ISSUER DETAILS:

   

For Quarter Ended:

 

September 30, 2003

Date of Report:

 

November 20, 2003

   

Name of Issuer:

 

COMMANDER RESOURCES LTD.

Issuer’s Address:

 

1550 – 409 Granville Street

  

Vancouver, B.C.   V6C 1T2

Issuer’s Fax Number:

 

(604) 685-2814

Issuer’s Phone Number:

 

(604) 685-5254

   

Contact Person:

 

WILLIAM J. COULTER

Contact Position:

 

PRESIDENT

Contact Telephone Number:

 

(604) 685-5254

Contact E-mail:

 

info@commanderresources.com

Web Site Address:

 

http://www.commanderresources.com


CERTIFICATE

The Schedule(s) required to complete this Quarterly Report are attached and the disclosure contained therein has been approved by the Board of Directors.  A copy of this Quarterly Report will be provided to any shareholder who requests it.  Please note this form is incorporated as part of both the required filing of Schedule A and Schedules B & C.  

 

WILLIAM J. COULTER

“William J. Coulter”

03/11/20

Name of Director

Signed (typed)

Date Signed (YY/MM/DD)

   

VICTOR A. TANAKA

“Victor A. Tanaka”

03/11/20

Name of Director

Signed (typed)

Date Signed (YY/MM/DD)

   








COMMANDER RESOURCES LTD.


Form 51-901F Schedule B

September 30, 2003


1.

Analysis of Expenses and Deferred Costs:

(a)

Breakdown of Investor relations and promotion expense


Consulting

$

375

Conferences, trade shows and travel


34,816

Media


4,320

Administration


10,039

Promotion


1,779

 

$

51,329


(b)

For a breakdown of mineral property expenditures, please refer to Schedule A.



2.

Related Party Transactions:


(a)

Included in marketable securities are 1,790,000 common shares of Diamonds North Resources Ltd. (“Diamonds North”), a company related by virtue of a common director and 167,647 common shares of Fjordland Exploration Inc., a company related by virtue of another common director.  


(b)

The Company converted the remaining principal balance of $105,000 on the note receivable from Diamonds North into units of Diamonds North on July 14th, 2003.  Accrued interest of $18,543 was repaid in cash.


(c)

The Company shares certain administrative costs with three other companies related by virtue of common directors.  Included in accounts receivable is an aggregate of $14,253 owed by those companies for shared administrative expenses.  


(d)

The Company paid or accrued legal fees in the aggregate of $8,514 to a law firm of which an officer of the Company is a partner.


3.

(a)

Summary of Securities Issued During the Period:

Date of Issue

Type of Security

Type of Issue

Number of Shares

Price per Share

Total

Proceeds

($)

Type of Consideration

Commission Paid

($)

Feb. 13, 2003

Common

Warrant

366,666

$0.23

84,333

Cash

-

Feb. 14, 2003

Common

Warrant

33,333

$0.23

7,667

Cash

-

July 25, 2003

Common

Option

20,000

$0.23

4,600

Cash

-

Aug. 27, 2003

Common

Option

10,000

$0.20

2,000

Cash

-

Sept. 11, 2003

Common

Option

7,000

$0.23

1,610

Cash

-

Sept. 22, 2003

Common

Option

10,000

$0.20

2,000

Cash

-

Sept. 22, 2003

Common

Option

100,000

$0.23

23,000

Cash

-

Sept. 23, 2003

Common

Option

20,000

$0.23

4,600

Cash

 

Sept. 24, 2003

Common

Option

6,500

$0.20

1,320

Cash

-

Sept. 25, 2003

Common

Option

20,001

$0.20

4,000

Cash

-

Sept. 25, 2003

Common

Option

11,666

$0.23

2,682

Cash

-

Sept. 30, 2003

Common

Option

20,000

$0.20

4,000

Cash

-

Total

625,166

 

$141,812

 

$Nil




#







COMMANDER RESOURCES LTD.


Form 51-901F Schedule B

September 30, 2003


 (b)

Summary of Stock Options Granted During the Period:


Date of Grant

Number of Options

Name of Optionee

Exercise Price

Expiry Date

Jan. 24, 2003

233,334

William Coulter

$0.20

Jan. 23, 2008

Jan. 24, 2003

50,000

Maynard Brown

$0.20

Jan. 23, 2008

Jan. 24, 2003

109,667

Janice Davies

$0.20

Jan. 23, 2008

Jan. 24, 2003

225,001

Bernard Kahlert

$0.20

Jan. 23, 2008

Jan. 24, 2003

150,000

Albert Reeve

$0.20

Jan. 23, 2008

Jan. 24, 2003

66,668

Jonathan Rubenstein

$0.20

Jan. 23, 2008

Jan. 24, 2003

66,668

Victor Tanaka

$0.20

Jan. 23, 2008

Jan. 24, 2003

20,001

Employee

$0.20

Jan. 23, 2008

Jan. 24, 2003

16,667

Employee

$0.20

Jan. 23, 2008

Jan. 24, 2003

20,000

Employee

$0.20

Jan. 23, 2008

Jan. 24, 2003

8,334

Employee

$0.20

Jan. 23, 2008

Aug. 21, 2003

20,000

William Coulter

$0.26

Aug. 20, 2008

Aug. 21, 2003

50,000

Maynard Brown

$0.26

Aug. 20, 2008

Aug. 21, 2003

50,000

Janice Davies

$0.26

Aug. 20, 2008

Aug. 21, 2003

70,000

Bernard Kahlert

$0.26

Aug. 20, 2008

Aug. 21, 2003

16,666

Victor Tanaka

$0.26

Aug. 20, 2008

Aug. 21, 2003

15,000

Employee

$0.26

Aug. 20, 2008

Aug. 21, 2003

10,000

Employee

$0.26

Aug. 20, 2008

Aug. 21, 2003

43,333

Employee

$0.26

Aug. 20, 2008

Aug. 21, 2003

33,333

Employee

$0.26

Aug. 20, 2008

Aug. 21, 2003

15,000

Employee

$0.26

Aug. 20, 2008

Aug. 21, 2003

25,000

Employee

$0.26

Aug. 20, 2008

Sept. 11, 2003

25,000

Employee

$0.45

Sept. 10, 2008

Total

1,339,672


 





#







COMMANDER RESOURCES LTD.


Form 51-901F Schedule B

September 30, 2003


4.

(a)

Authorized Share Capital:


100,000,000 common shares without par value.


(b)

Issued and Outstanding Share Capital at September 30, 2003:

17,953,997 common shares without par value.


(c)

Stock Options Outstanding at September 30, 2003:

Number

of Shares

 


Expiry Date

 

Exercise

Price

1,333

 

December 09, 2003


$0.23

185,998

 

December 14, 2004


$0.23

212,665

 

September 11, 2006


$0.23

29,999

 

January 10, 2007


$0.23

50,000

 

December 19, 2007


$0.17

833,171

 

January 23, 2008


$0.20

348,332

 

August 20, 2008


$0.26

25,000

 

September 10, 2008


$0.45

1,686,498

  





Warrants Outstanding at September 30, 2003:


Number

of Shares

 


Expiry Date

 

Exercise

Price

2,388,888

 

February 28, 2004


$0.505

2,388,888

  




(d)

Escrow or Pooled Shares at September 30, 2003:

None


5.

Directors and Officers:


William J. Coulter, President and Director

Bernard H. Kahlert, Vice President Exploration and Director

Victor A. Tanaka, Director

Albert F. Reeve, Director

Janice Davies, Corporate Secretary

Maynard E. Brown, Assistant Corporate Secretary










#







COMMANDER RESOURCES LTD.


Form 51-901F Schedule C

September 30, 2003


MANAGEMENT DISCUSSION


Description of Business


Commander Resources Ltd. (“the Company”) is a development stage company engaged in the acquisition and exploration of prospective gold, nickel and base metals properties in Canada.  The Company is currently focusing its exploration activities on Baffin Island and in Labrador.  The Company is a reporting issuer in British Columbia and Alberta, and trades on the TSX Venture Exchange under the symbol CMD.


Qimmiq, Nunavut


On June 18, 2003, the Company entered into an option agreement with BHP Billiton Diamonds Inc. (“BHP Billiton”) to explore for gold on 50,000 hectares of Nunavut Tunngavik Incorporated leases on Baffin Island, Nunavut. Under the option agreement, the Company can earn up to a 100% interest in BHP Billiton’s exploration rights and interests by incurring $10 million of expenditures and delivering a feasibility study to BHP Billiton by December 31, 2014. The option agreement is subject to a floating net smelter return royalty from 1% to 3% based on gold prices, payable to BHP Billiton and a 12% royalty on net profits payable on production from the Nunavut Tunngavik Incorporated leases.  If a mineral discovery is made, excluding gold, before the Company has earned a 100% interest, BHP Billiton can exercise a back-in option allowing BHP Billiton to re-acquire to an aggregate of a 75% interest.  The Qimmiq project is located on Central Baffin Island 500 kilometres north of Iqaluit.


Qimmiq Exploration Program


The Company proposed a $153,000 exploration program consisting of prospecting, sampling and geophysical surveys.  The exploration program was designed to follow up on BHP Billiton’s2001 and 2002 exploration results that yielded gold mineralization values of up to 45.0 g/t Au.  Bernard Kahlert, VP of exploration, prepared the exploration program and Lamont Leatherman supervised the fieldwork.  


Table 1 – Reconciliation of Proposed & Actual Expenditures for Qimmiq


  

Proposed

 

Actual

 

Variance

Administration

$

-

$

8,324

$

8,324

Geochemistry

 

12,000

 

25,524

 

13,524

Geology

 

35,000

 

43,289

 

8,289

Geophysics

 

46,000

 

32,733

 

(13,267)

Licenses & fees

 

-

 

47,712

 

47,712

Line cutting

 

-

 

3,181

 

3,181

Prospecting & sampling

 

60,000

 

106,428

 

46,428

 

$


$


$

114,191


The Qimmiq project covered five claim blocks and consisted of 131 man days over August 1st to September 7th. On the Qim 1 claim block which includes the Malrok Zone, the field crew collected 212 channel samples over 900 metres of strike length. Each individual channel sample ranged from 30 to 100 cm and was cut using a diamond saw.  On Qim 5 claim block, 29 channel samples were collected.  In addition, the field crew collected 262 grab samples from the five different claim blocks.  


In August, coarse free gold was observed in several chip and channel samples and 27 priority assays yielded very high gold values.  With these encouraging results, management of the Company decided to expand the prospecting and sampling program which resulted in cost overruns in the prospecting and sampling and geochemistry.  

In addition, the field crew completed a 17.5 line kilometres ground magnetic geophysical grid and 10 line kilometres of horizontal loop electronic geophysical (“HLEM”) survey.



#







COMMANDER RESOURCES LTD.


Form 51-901F Schedule C

September 30, 2003


Qimmiq Exploration Results


From the 212 channel samples on the Malrok Zone, 90 channel samples assayed between 0.5 g/t Au to 239.3 g/t Au.  Coarse free gold was observed in several of these samples.  Of note, a 1.7 metre interval assayed 15.2 g/t Au and a 0.3 metre interval assayed 239.3 g/t Au.


From the 214 grab samples, 79 grab samples assayed with elevated gold values of which 28 of the 97 samples assayed over 1.0 g/t Au.


The HELM survey outlined a number of moderate to excellent conductors.  Two of these conductors correlate closely with the two horizons of mineralization identified by the channel samples.  Locally, intense magnetic anomalies are interpreted to be from magnetic mineralization.  


Future Developments for Qimmiq


Management is pleased with the results of the Qimmiq field programs completed during the summer.  Four potential gold zones have been identified, the Malrok Zone, the Ridge Lake Zone, the Peninsula Prospect and Qim 5 prospect.  Management plans to conduct further exploration work in the spring of 2004 and Bernard Kahlert is preparing a 1,500 to 2,500 metre diamond drill program to define the width of these gold zones and an airborne geophysical survey.



Dewar Lake, Nunavut


On June 18, 2003, the Company entered into an option agreement with BHP Billiton Diamonds Inc. (“BHP Billiton”) to explore for gold on sixteen Nunavut Exploration Permits covering just under 400,000 hectares on Baffin Island, Nunavut. Under the option agreement, the Company can earn up to a 100% interest in BHP Billiton’s exploration rights and interest by incurring $200,000 in expenditures by December 31, 2005. The option agreement is subject to a floating net smelter return royalty from 1% to 3% based on gold prices, payable to BHP Billiton.  If a mineral discovery is made, excluding gold, before the Company has earned a 100% interest, BHP Billiton can exercise a back-in option allowing BHP Billiton to re-acquire to an aggregate of a 75% interest.  The Dewar Lake project is located on Central Baffin Island 500 kilometres north of Iqaluit.


Dewar Lake Exploration Program


The Company proposed a $100,000 exploration program consisting of a prospecting and sampling survey.  The exploration program was designed to follow up on BHP Billiton’s previous exploration results.  Bernard Kahlert, VP of exploration, prepared the exploration program and Lamont Leatherman supervised the fieldwork.   


Table 2 – Reconciliation of Proposed & Actual Expenditures for Dewar Lake


  

Proposed

 

Actual

 

Variance

Administration

$

-

$

1,237

$

1,237

Geochemistry

 

8,000

 

6,715

 

(1,285)

Geology

 

23,000

 

21,110

 

(1,890)

Line cutting

 

-

 

174

 

174

Prospecting

 

69,000

 

85,146

 

16,146

 

$


$


$

14,382


The Dewar Lake project covered eleven claim blocks and consisted of 47 man days over August 1st to September 7th. The field crew collected 141 grab samples.




#







COMMANDER RESOURCES LTD.


Form 51-901F Schedule C

September 30, 2003


Dewar Lake Exploration Results


On claim block 2572, named the ST prospect, 13 grab samples were collected of which 4 grab samples assayed with gold values over 1.0 g/t Au.


Dewar Lake Future Developments


Management is encouraged with the exploration result from the ST prospect and additional field work will be conducted in the summer of 2004 which may include an airborne geophysical survey.



Bravo Lake, Nunavut


On August 21, 2003, the Company reported that it had entered into an option agreement with Falconbridge Limited (“Falconbridge”) to explore for gold, diamonds and other metals on twelve Nunavut Exploration Permits covering over 720,000 hectares all on Baffin Island, Nunavut. These Falconbridge permits adjoin the BHP Billiton properties optioned back in June. The Company can earn a 100% interest in Falconbridge’s exploration rights and interest on Baffin Island by incurring $8.0 million by December 31, 2011 of which $90,000 is required by the end of 2003. The option agreement is subject to following royalties payable to Falconbridge:


on gold, a sliding scale net smelter return royalty from 1% to 3% based on gold prices;


on nickel production, a 2% net smelter return royalty ;


on diamonds, a 2% gross overriding royalty and;


on base metal production, a 1.5% net smelter return royalty.


Bravo Lake Exploration Program


The Company proposed a $75,000 exploration program consisting of prospecting, sampling and geophysical surveys.  In 2001, BHP Billiton exploration identified a significant BHP-type occurrence on claim 2383 which was named Tuktu.  The exploration program was designed to explore for gold and nickel mineralization and to follow up on the Tuktu occurrence.  Bernard Kahlert, VP of exploration, prepared the exploration program and Lamont Leatherman supervised the fieldwork.


Table 3 – Reconciliation of Proposed & Actual Expenditures for Bravo Lake


  

Proposed

 

Actual

 

Variance

Administration

$

-

$

1,422

$

1,422

Geochemistry

 

6,000

 

8,076

 

2,076

Geology

 

17,000

 

12,848

 

(4,152)

Geophysics

 

23,000

 

21,319

 

(1,681)

Line cutting

 

-

 

1,002

 

1,002

Prospecting

 

29,000

 

42,340

 

13,340

 

$

75,000

$


$

12,007


The Bravo Lake project covered twelve claim blocks and consisted of 52 man days over August 1st to September 7th. The field crew collected 236 grab samples.  In addition, the field crew completed a 17.0 line kilometres ground magnetic geophysical grid and 12 line kilometres of HLEM survey.




#







COMMANDER RESOURCES LTD.


Form 51-901F Schedule C

September 30, 2003


Bravo Lake Exploration Results


On claim 2381 named the Triangle Lake prospect, 25 grab samples were collected of which 1 sample assayed 1.79 g/t Au and 5 other grab samples assayed between 0.1 g/t Au to 0.47 g/t Au.


On claim 2369 named the 2369 prospect, 36 grab samples were collected of which 3 samples assayed over 1.0 g/t Au and 8 other grab samples assayed over 0.1 g/t Au.


The geophysical survey over the Tuktu occurrence yielded moderate to weak HLEM.  Magnetic anomalies were detected along a line that directly crossed the Tuktu occurrence.  No anomalies, either HELM or magnetic were detected on the 100m lines adjacent to the Tuktu occurrence.  The geophysics confirms that the Tuktu occurrence has limited size.  


Future Developments for Bravo Lake


Management is pleased with the Triangle Lake prospect and the 2369 prospect and plans to conduct further exploration work in the spring of 2004.  Bernard Kahlert is preparing a 500 to 1,500 metre diamond drill program to define the width of these gold zones and an airborne geophysical survey.



Adlatok 1, Labrador


The Adlatok 1 project, which adjoins the Company’s Sarah Lake property, consists of 100 claims.  The Company is the operator and has a 52% interest in the project.  An extensive highly contaminated gabbro was recently discovered and will be investigated this summer using geophysical surveys.


Adlatok 1 Exploration Program


In the spring, the Company completed a 117 line kilometre airborne MegaTEM and proposed a $66,000 ground geophysical program to follow-up on identified anomalies.  Bernard Kahlert, VP of exploration, prepared a 140 AMT station deep sensing EM survey budgeted at $400 per AMT station.  The fieldwork was performed and supervised by Geosystem Canada Inc., the Qualified Person on the property.  


Table 4 – Reconciliation of Proposed & Actual Expenditures for Adlatok 1


  

Proposed

 

Actual

 

Variance

Geology

$

4,000

$

3,711

$

(2,289)

Geophysics

 

62,000

 

74,304

 

14,304

 

$


$


$



The Adlatok 1 project consisted of 62 man days spread over September 9th to 24th. The field crew completed 130 AMT station out of the proposed 140 AMT stations.  Cost overruns were due to two bad weather days and a larger field crew was utilized resulting in higher camp and travel.


Adlatok 1 Exploration Results


The Company is reviewing the data from the 130 AMT ground geophysical surveys.





#







COMMANDER RESOURCES LTD.


Form 51-901F Schedule C

September 30, 2003


Sally, Labrador


The Sally project, which adjoins the Company’s Sarah Lake property, is 100% owned by the Company and consists of 36 claims.  The property lies adjacent to Adlatok 1.  Recently discovered extensive highly contaminated gabbro will be investigated this summer using geophysical surveys.


Exploration Program


In the spring, the Company completed a 43 line kilometre airborne MegaTEM and proposed a $24,000 ground geophysical program to follow-up on identified anomalies.  Bernard Kahlert, VP of exploration, prepared a 50 AMT station deep sensing EM survey budgeted at $400 per AMT station.  The fieldwork was performed and supervised by Geosystem Canada Inc., the Qualified Person on the property.  


Table 5 – Reconciliation of Proposed & Actual Expenditures for Sally


  

Proposed

 

Actual

 

Variance

Geology

$

4,000

$

2,712

$

(1,288)

Geophysics

 

20,000

 

22,063

 

2,063

Licenses & fees

 

-

 

3,163

 

3,163

 

$


$


$

3,938


The Sally project consisted of 40 man days spread over September 9th to 24th. The field crew completed 43 AMT station out of the proposed 40 AMT stations.  Cost overruns were due to two bad weather days and a larger field crew was utilized resulting in higher camp and travel.


Sally Exploration Results


The Company is reviewing the data from the 43 AMT ground geophysical surveys.


Sarah Lake, South Voisey Bay Labrador


On September 7, 2001, the Company/Donner Minerals Joint Venture (48%/52% respectively) granted Falconbridge Limited (“Falconbridge”) an option to earn a 50% interest in the 35.5 square kilometres Sarah Lake property.  To earn in, Falconbridge must spend $4.0 million over five years.  In 2002 Falconbridge, as the exploration manager, conducted detailed geophysical surveys over parts of Sarah Lake as well as its adjacent property interests in the area.


On April 29, 2003, Falconbridge commenced a 2,200-line kilometre MegaTEM survey on the eastern half of the South Voisey Bay Project (“SVB”), which includes the Company’s Sarah Lake Property. MegaTEM is a deep penetrating airborne electromagnetic and magnetic survey designed to detect conductors up to a depth of 300 to 400 metres.  On June 4, 2003, the Company reported that the survey identified nine conductive trends of which significant portions of three of these trends are located on the Company’s Sarah Lake property.  In August, Falconbridge followed-up on these trends using deep sensing AMT electromagnetic (“EM”) ground geophysics to be followed by large loop EM surveys (Crone).  In late 2003, Falconbridge drill tested two strong, deep seated targets on the Sarah Lake property.


Hole SVB-03-142 encountered 252 metres of the favorable Black Gabbro between 122 metres and 374 metres.  The base of the gabbro contains a 7.9 metre interval of 20-50 percent magmatic sulphides within a think hybrid gabbro which was intersected between 356.1 and 372.9 metres.  The 7.9 metre interval from 365.1 – 372.9 averaged 0.14 percent nickel, 0.12 percent copper and 0.08 percent cobalt.  The hole continued in country rock paragneiss to a depth of 503 metres.  The semi-massive sulphides encountered explained the surface EM conductor.




#







COMMANDER RESOURCES LTD.


Form 51-901F Schedule C

September 30, 2003


Hole SVB-03-143, located 850 metres to the northwest of hole-142, was drilled to test another strong, deep conductor.  This hole encountered 327 metres of Black Gabbro between 219 and 546 metres.  At the base of the gabbro, a 60 metre thick sequence of disseminated sulphides was encountered from 486 to 546 metres.  Sulphides consisting of both fine disseminations and clasts to 3 cm total 5-10 percent of this interval.  The best assay interval is a 12 metre section from 501-513 metres which assays 0.12 percent nickel, 0.14 percent copper and 0.02 percent cobalt.  The hole continued in country rock paragneiss to a total depth of 603 metres.  The sulphide intersection was sufficiently conductive to explain the surface EM anomaly, however a deep off-hole is unexplained.


Related Party Transactions


Included in marketable securities are 1,790,000 common shares of Diamonds North Resources Ltd. (“Diamonds North”), a company related by a common director, Bernard Kahlert.  On March 1, 2002, the Company loaned $300,000 to Diamonds North for working capital purposes.  In consideration, the Company received 890,000 common shares of Diamonds North and a note receivable. Regulatory authorities approved the transaction.  At the election of the Company, the principal portion of the note receivable could be converted into units of Diamonds North consisting of one common share and one-half warrant.  The other 900,000 shares of the Diamonds North common shares were obtained through the conversion of the note receivable and exercise of the warrants. The remaining balance of the note receivable was fully converted on July 14, 2003.


Brown McCue provide the legal services of the Company, a law firm which Maynard Brown, an officer of the Company, practices in.  During the period, the Company paid or accrued legal fees in the aggregate of $8,514.


General and Administrative


Investor relations and promotion cost for the current quarter reflects the Company’s attendance at the New York Institutional Gold Conference in September.  The conference was attended by three employees at a cost of $12,779.


Office and miscellaneous expense for the current quarter includes the Company’s annual insurance net cost of $11,700.  The policy is to provide liability coverage and cover office contents.  A portion of the policy has been allocated to the Company’s Baffin exploration program as the additional liability coverage was required under the option agreement.


Property investigation expense for the current quarter includes the Company’s grass roots exploration conducted in September for a cost of $7,336.  The Company investigated new prospective projects in North America.


Investor Relations


William Coulter, President, and Janice Davies, Corporate Secretary, act as the Company’s investor relations’ contacts and liaisons with the investment community.  They have represented the Company at the January 2003 Cordilleran Exploration Roundup in Vancouver, the March 2003 PDAC Convention in Toronto, and the New York Institutional Gold Conference in September 2003.




#







COMMANDER RESOURCES LTD.


Form 51-901F Schedule C

September 30, 2003


Liquidity and Solvency


As at September 30, 2003, the Company had $1,548,005 in working capital, which is sufficient to achieve the Company’s planned business objectives for the remainder of fiscal 2003.  Included in the calculation of working capital is the carrying value of the Company’s marketable securities of $937,140.  At September 30, 2003, the quoted market value of these marketable securities is $1,248,524, which is $311,384 greater than the Company’s carrying value.  The Company will require additional financing in 2004 to meet management’s proposed 2004 exploration programs.  


Subsequent to September 30, 2003, the Company reported that it has arranged a non-brokered private placement of up to 3,500,000 units at a price of $0.55 per unit.  Each unit will consist of one flow-through common share and one non-transferable share purchase warrant.  Each warrant will entitle the holder to acquire one additional non flow-through common share at a price of $0.70 per common share for a period of one year from the closing of the private placement.  The units will have a forced warrant conversion if the shares close at $0.90 or higher for 10 consecutive days.


Finders’ fees of 7% of the gross proceeds may be payable in cash or units on a portion of this placement.  In addition, finders’ options of up to 10% of the total units sold may be issued.  Each finder’s option will be exercisable into one non flow-through common share at an exercise price of $0.70 per common for one year.  The finder’s option will have a forced warrant conversion if the shares close at $0.90 or higher for 10 consecutive days.  This financing is subject to acceptance by the TSX Venture Exchange.


On behalf of the Board of Directors,

“WILLIAM J. COULTER”

William J. Coulter

President and Director

November 19, 2003





#








Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Commander Resources Ltd.

(Registrant)


Date: December 24, 2003


/s/ William J. Coulter

By:___________________________

William J. Coulter, President









































#