EX-99.D 5 exhd.htm INTERIM FINANCIAL STATEMENTS ??? PERIOD ENDED SEPTEMBER 30, 2006 Metallica Resources Inc.: Exhibit D - Prepared by TNT Filings Inc.

 


Metallica Resources Inc.
(a development stage company)

Consolidated Balance Sheets
(unaudited) U.S. dollars

 

September 30,

December 31,

 

2006

2005

 

$

$

Assets

 

 

Current assets:

 

 

Cash and cash equivalents

23,176,132

42,669,830

Value-added tax receivable

 

 

and other current assets

2,891,684

969,947

 

26,067,816

43,639,777

 

 

 

Mineral properties, plant

 

 

and equipment (Note 3)

76,596,641

56,033,836

Other assets

283,091

246,271

Total assets

102,947,548

99,919,884

 

 

 

Liabilities and shareholders' equity

 

 

Current liabilities:

 

 

Accounts payable and

 

 

accrued liabilities

3,075,776

1,323,571

 

 

 

Restricted stock units (Note 6 (d))

317,491

59,435

Asset retirement obligation (Note 5)

388,755

343,164

Total liabilities

3,782,022

1,726,170

 

 

 

Shareholders' equity (Note 6):

 

 

Share capital – 84,108,920

 

 

common shares

 

 

(2005: 83,301,676)

109,415,323

108,158,077

Contributed surplus

1,484,554

1,484,554

Warrants

5,883,108

5,889,285

Stock options

2,114,340

1,431,014

Deficit (19,731,799) (18,769,216)
 

99,165,526

98,193,714

Total liabilities and

 

 

shareholders' equity

102,947,548

99,919,884

 

 

 

Contingencies (Note 8)

 

 

 

 

 

The accompanying notes are an integral part of these consolidated interim financial statements.

1


Metallica Resources Inc.
(a development stage company)

Consolidated Statements of Operations and Deficit
(unaudited) U.S. dollars

 

 

Three Months

 

Nine Months

 

 

Ended September 30,

 

Ended September 30,

 

2006

2005

2006

2005

 

$

$

$

$

Interest income

277,792

238,437

964,364

703,215

Income from property payments (Note 3)

8,349,264

8,349,264

 

277,792

8,587,701

964,364

9,052,479

 

 

 

 

 

General and administrative expense

448,133

316,203

1,843,009

1,407,513

Exploration expense

186,498

92,940

389,490

183,424

Stock-based compensation expense

342,986

59,635

773,866

286,490

Restricted stock unit expense

69,473

215,614

Foreign exchange gain (174,705) (1,575,491) (1,343,313) (892,471)
 

872,385

(1,106,713)

1,878,666

984,956

 

 

 

 

 

Income (loss) before income taxes (594,593)

9,694,414

(914,302)

8,067,523

Income tax provision (Note 7)

10,184

30,645

48,281

123,927

 

 

 

 

 

Net income (loss) for the period (604,777)

9,663,769

(962,583)

7,943,596

 

 

 

 

 

Deficit at beginning of period (19,127,022) (28,448,187) (18,769,216) (26,728,014)
Deficit at end of period (19,731,799) (18,784,418) (19,731,799) (18,784,418)
Basic and diluted loss per share (0.01)

0.12

(0.01)

0.10

Weighted average number of common shares outstanding

84,073,508

82,943,531

83,769,150

82,847,124

The accompanying notes are an integral part of these interim consolidated financial statements.

2 & 3


Metallica Resources Inc.
(a development stage company)

Consolidated Statements of Cash Flows
(unaudited) U.S. dollars

 

 

Three Months

 

Nine Months

 

 

Ended September 30,

 

Ended September 30,

 

2006

2005

2006

2005

 

$

$

$

$

Cash flows provided from (used for) operating activities

 

 

 

 

Net income (loss) for the period (604,777)

9,663,769

(962,583)

7,943,596

Non-cash items:

 

 

 

 

Depreciation and amortization

16,003

2,378

22,880

8,786

Stock-based compensation expense

342,986

59,635

773,866

286,490

Restricted stock unit expense

69,473

215,614

Common share contribution to retirement plan

6,105

4,920

16,838

9,710

Unrealized foreign exchange gain on cash and cash equivalents

149,979

(1,575,491) (557,507) (892,471)
Changes in non-cash working capital:

 

 

 

 

Value-added tax and other current assets

(883,260) (194,058) (1,921,737) (80,295)

Increase in other assets

(6,296)

(36,919)

Accounts payable and accrued liabilities

(192,781) (186,420)

381,145

59,587

  (1,102,568)

7,774,733

(2,068,403)

7,335,403

 

 

 

 

 

Cash flows used for investing activities

 

 

 

 

Mineral properties and deferred expenditures applied

 

 

 

 

to income from property payments

1,650,736

1,650,736

Mineral properties, plant and equipment (9,036,320) (2,625,222) (18,899,564) (5,841,929)
  (9,036,320) (974,486) (18,899,564) (4,191,193)
 

 

 

 

 

Cash flows provided from financing activities

 

 

 

 

Proceeds from exercise of warrants

53,643

Proceeds from exercise of stock options

95,213

210,562

863,119

347,318

 

95,213

210,562

916,762

347,318

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents (149,979)

1,575,491

557,507

892,471

Increase (decrease) in cash and cash equivalents (10,193,654)

8,586,300

(19,493,698)

4,383,999

Cash and cash equivalents, beginning of period

33,369,786

37,646,685

42,669,830

41,848,986

Cash and cash equivalents, end of period

23,176,132

46,232,985

23,176,132

46,232,985

 

 

 

 

 

Cash and cash equivalents consist of:

 

 

 

 

Cash on hand and balances with banks

1,648,787

903,739

1,648,787

903,739

Short-term investments

21,527,345

45,329,246

21,527,345

45,329,246

 

 

 

 

 

Non-cash investing activities

 

 

 

 

Stock-based compensation allocated to mineral properties,

 

 

 

 

plant and equipment

(69,991) (55,596) (228,179)

95,295

Restricted stock units allocated to mineral properties,

 

 

 

 

plant and equipment

(18,100)

(42,442)

 

 

 

 

 

Income tax payments

25,199

13,157

32,524

113,972

The accompanying notes are an integral part of these consolidated interim financial statements.

4 & 5


Notes to Consolidated Financial Statements
(unaudited) U.S. dollars

1.       Basis of Presentation

These interim consolidated financial statements of Metallica Resources Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in Canada and follow the same accounting policies and methods of their application as the most recent annual financial statements.

The interim consolidated financial statements do not conform in all respects with the requirements of annual financial statements and should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2005. In the opinion of management, all of the adjustments necessary to fairly present the interim financial statements set forth herein have been made.

2.       Nature of Operations

The Company is engaged in the exploration, development and acquisition of mineral deposits, principally in the Americas.

The Company commenced construction of its 100%-owned Cerro San Pedro gold and silver project in Mexico in February 2006. Construction of the process plant and related project facilities are expected to be completed in December 2006.

The Company is also advancing the El Morro copper-gold exploration project in Chile with Xstrata Plc ("Xstrata"), and is pursuing various other exploration projects in the Americas. Xstrata acquired the Company's former joint venture partner on the El Morro project, Falconbridge Limited, in August 2006.

3.       Mineral Properties, Plant and Equipment

On August 31, 2005, the Company received a $10 million payment from Xstrata as part of its earn-in requirement for the El Morro project. The Company recorded $8.3 million of income from property payments for the nine months ended September 30, 2005 as follows:

 

Xstrata El Morro project earn-in payment $10,000,000

 

Carrying value of El Morro project at August 31, 2005 1,650,739

 

   

 

Income from property payments $8,349,261

Additions to mineral properties, plant and equipment for the nine months ended September 30, 2006 are summarized as follows:

 

Balance at       Plant      

 

Dec. 31, Mineral Deferred Construction and   Accumulated  

 

2005 Properties Expenditures in Progress Equipment Subtotal Depreciation Total

 

               

 

  $ $ $ $ $ $ $

 

Cerro San Pedro,              

 

     Mexico 23,874,324 20,059,890 9,209,819 734,651 53,878,684 245,691 53,632,993

 

El Morro, Chile 20,375 20,375 20,375

 

Rio Figueroa,              

 

     Chile 335,042 1,520,690 1,855,732 1,855,732

 

Other Projects,              

 

     Chile 25,639 2,709 28,348 28,348

 

Alaska Peninsula,              

 

     USA 310,208 171,555 481,763 481,763

 

Office Furniture              

 

     and Equipment 101,939 101,939 87,314 14,625

 

               

 

Balance at              

 

     Dec. 31,              

 

     2005 24,545,213 21,775,219 9,209,819 836,590 56,366,841 333,005 56,033,836

6


 

        Plant      

 

  Mineral Deferred Construction and   Accumulated  

 

2006 Additions Properties Expenditures in Progress Equipment Subtotal Depreciation Total

 

               

 

  $ $ $ $ $ $ $

 

Cerro San Pedro,              

 

     Mexico 50,000 416,694 18,104,594 307,539 18,878,827 100,482 18,778,345

 

El Morro, Chile 60,556 60,556 60,556

 

Rio Figueroa,              

 

      Chile 24,856 655,769 680,625 680,625

 

Other Projects,              

 

     Chile 14,079 10,276 24,355 24,355

 

Alaska Peninsula,              

 

     USA 857,244 857,244 857,244

 

Office Furniture              

 

      and Equipment 184,461 184,461 22,781 161,680

 

               

 

2006 Additions 88,935 2,000,539 18,104,594 492,000 20,686,068 123,263 20,562,805

 

               

 

               

 

               

 

Balance at       Plant      

 

Sept. 30, Mineral Deferred Construction and   Accumulated  

 

2006 Properties Expenditures in Progress Equipment Subtotal Depreciation Total

 

               

 

  $ $ $ $ $ $ $

 

Cerro San Pedro,              

 

     Mexico 23,924,324 20,476,584 27,314,413 1,042,190 72,757,511 346,173 72,411,338

 

El Morro, Chile 80,931 80,931 80,931

 

Rio Figueroa,              

 

     Chile 359,898 2,176,459 2,536,357 2,536,357

 

Other Projects,              

 

     Chile 39,718 12,985 52,703 52,703

 

Alaska Peninsula,              

 

     USA 310,208 1,028,799 1,339,007 1,339,007

 

Office Furniture              

 

     and Equipment 286,400 286,400 110,095 176,305

 

               

 

Balance at              

 

Sept. 30,              

 

2006 24,634,148 23,775,758 27,314,413 1,328,590 77,052,909 456,268 76,596,641

4.      Related Party Transactions

In May 2005, the Company entered into a consulting agreement with a director of the Company to provide technical advisory services at the rate of $1,000 per day plus out-of-pocket expenses. The Company has incurred technical advisory fees pursuant to this agreement totaling $38,275 during the nine months ended September 30, 2006. These amounts have been capitalized as mineral properties, plant and equipment on the Cerro San Pedro project.

In October 2004, the Company entered into a consulting agreement with a company controlled by an individual, who became a director of the Company on June 9, 2005, to provide management services for the Company's Cerro San Pedro project. The agreement, as amended, provides for consulting fees of $6,250 per month. The Company has incurred consulting fees pursuant to this agreement totaled $56,250 during the nine months ended September 30, 2006. In addition, the Company paid a bonus to the director totaling $45,000 in June 2006. These amounts have been capitalized as mineral properties, plant and equipment on the Cerro San Pedro project.

5.      Asset Retirement Obligation

The Company's environmental permit for its Cerro San Pedro project requires that it reclaim any land that it disturbs during mine construction and mine operations. As a result of construction activities to date, the Company has estimated the present value of its future reclamation obligation to be $388,755 at September 30, 2006, of which $57,396 represents capitalized interest accretion. The present value of the future reclamation obligation assumes a credit-adjusted risk-free rate of 9% and commencement of reclamation activities in 2016. The total estimated reclamation obligation for the Cerro San Pedro project according to the Company's September 2003 feasibility study is approximately $4.3 million. The Company has agreed to fund this obligation during the mine operations; however, negotiations with the relevant Mexican governmental agency to determine the interim funding requirements have not yet been finalized.

7


6.       Share Capital

  a) Common shares issued and outstanding    

 

  Number  

 

  Outstanding Amount

 

 

   

 

 

  $

 

Balance at December 31, 2005

83,301,676 108,158,077

 

Exercise of stock options

781,000 863,119

 

Fair value of stock options exercised

318,719

 

Exercise of warrants

20,000 53,643

 

Fair value of warrants exercised

6,177

 

Shares issued for retirement plan

6,244 15,588

 

 

   
 

Balance at September 30, 2006

84,108,920 109,415,323
       

 

b) Warrants

As of September 30, 2006, the Company had outstanding warrants to purchase 19,330,000 common shares. Each common share purchase warrant entitles to holder to purchase one common share for Cdn$3.10 through December 11, 2008.

 

  Number  

 

  Outstanding Amount

 

     

 

 

  $

 

Balance at December 31, 2005

19,350,000 5,889,285

 

Exercise of warrants

(20,000)

 

Fair value of warrants exercised

(6,177)

 

 

   

 

Balance at September 30, 2006

19,330,000 5,883,108
 

c)  Stock options

As of September 30, 2006, the Company had outstanding stock options to purchase 3,009,000 common shares as follows:

 

 

Weighted

 

 

 

 

Average

 

 

 

 

Exercise

 

 

 

 

Price

Number

Amount

 

  (Cdn$)

Outstanding

(US$)

 

 

 

 

 

 

 

$

 

$

 

Balance at December 31, 2005

1.39

2,555,000

1,431,014

 

Granted

3.15

1,235,000

 

Fair value of stock options

1,002,045

 

Exercise of stock options

1.25

(781,000)

 

Fair value of stock options exercised

(318,719)

 

 

 

 

 

 

Balance at September 30, 2006

2.23

3,009,000

2,114,340

 

 

 

 

 

 

Exercisable at September 30, 2006

1.92

1,879,333

 


The aggregate fair value of options granted during the nine months ended September 30, 2006 was $1,719,830. This amount will be recorded over the underlying option vesting periods, which generally occurs over a two year period.

The fair value of stock options used to calculate stock-based compensation expense has been estimated using the Black-Scholes Option Pricing Model with the following assumptions:

 

  2006

 

 

 

 

Risk-free interest rate (Canada)

3.9% to 4.2%

 

Expected dividend yield

0.0%

 

Expected price volatility

67% to 70%

 

Expected life of option

3.2 to 3.3 years

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.

8


d) Restricted stock units

In March 2006, the directors granted 250,000 restricted stock units ("RSU's") to management. The RSU's will vest on March 9, 2009. Settlement of the RSU's will be in cash and will be calculated as the average closing price of the Company's common shares on the Toronto Stock Exchange for the five trading days preceding the date of settlement. Due to the cash settlement terms, the RSU's are set up as a liability and marked-to-market at each period end. As of September 30, 2006, the Company had 370,000 RSU's outstanding with a fair value of $317,491 (December 31, 2005: $59,435). For the nine months ended September 30, 2006, the fair value of RSU's of $215,614 has been charged to operations and $42,442 has been capitalized as mineral properties, plant and equipment on the Cerro San Pedro project.

7.       Income Taxes

The current period income tax provision represents the Company's proportionate interim share of its estimated 2006 tax obligation associated with a profitable Mexican subsidiary.

8.       Contingencies

a) In February 2006, the Company commenced construction of its Cerro San Pedro project in Mexico. In April 2006, the Company was notified by Secretaria de Defensa National ("SEDENA") that it was suspending the use of explosives on land owned by Ejido Cerro de San Pedro, pending resolution of a legal action brought against SEDENA. The land owned by Ejido Cerro de San Pedro includes the haul road and pit areas of the Cerro San Pedro project. On October 31, 2006, the Company received notice from SEDENA that it had removed the suspension on the explosives permit.

b) The Company has been notified of various lawsuits and legal actions that have been filed by a group of project opponents against governmental agencies seeking nullification of various permits and licenses that have been granted to the Company with respect to its Cerro San Pedro project. Various lawsuits and legal actions have been filed by members of this group over the past three years. Of the lawsuits that have had final rulings, none have been resolved in favor of the group opposing the Cerro San Pedro project. In the event of an adverse ruling from any of the unresolved lawsuits, the Company may be forced to suspend or cease project construction or operating activities.

9