RNS Number:2428M
Moydow Mines International Inc
16 November 2006
Third Quarter
Interim Report
Three Months Ended September 30, 2006
Dublin Office Toronto Office
74 Haddington Road Suite 1220, 20 Toronto Street
Dublin 4, Ireland Toronto, Ontario M5C 2B8
Tel : (353) 1-667-7611 Tel : (416) 703-3751
Fax : (353) 1-667-7622 Fax : (416) 367-3638
E-mail : www.moydow.com E-mail : info@moydow.com
Message to Shareholders
Dear Shareholder,
The quarter under review has seen Moydow focus its efforts on two main projects,
the Dala diamond licence in Angola and the Port Loko bauxite licence in Sierra
Leone.
At Dala, work has continued apace with geophysical and geochemical studies being
completed on the licence. Moydow geologists have now identified several
anomalies which display all the characteristics of kimberlitic bodies and we
will focus our efforts in these areas over the coming months. One area of
particular interest is at Zone 34, on the western side of the licence. Here,
our geologists have mapped a large gravity anomaly which is coincident with an
almost perfectly circular lake and an associated depression in the surface
approximately 1 kilometre in width. We will drill these targets as soon as a
drilling rig becomes available.
Moydow recently announced that the Angolan government ratified the kimberlite
licence originally granted in January, 2006. Now that this final piece of the
permitting process has been completed we expect to concentrate on finding,
outlining and proving up kimberlitic bodies on this large tract of very
prospective ground.
At Port Loko, the results of a scoping study were received by the company and
its partners. The Port Loko project is a large and well known bauxite deposit
and with current bauxite prices running close to record highs, the economic
feasibility of the project has become more attractive. Moydow have now agreed on
terms with its partners whereby the property will be run as a 50/50 joint
venture on a going forward basis. This will reduce the Moydow overheads in
Sierra Leone and free up valuable financial resources.
I am pleased to report that during the quarter, Newmont Ghana Gold poured its
first gold at the Ahafo Project in Ghana. As you know, Moydow holds a 2% net
smelter royalty royalty on production in excess of 1.2 million ounces from the
Ntotoroso portion of the Ahafo property. Management currently estimates that
this royalty will be come payable within the next four years and at current gold
prices will generate in excess of US$2 million per year for Moydow.
A private placement was completed for net proceeds of US$1.25 million during the
quarter and a loan facility for $1.75 million was also arranged. This cash will
be used to advance our projects in as timely a manner as possible to help ensure
the greatest return for all our stakeholders. As always, Moydow continues to be
active in seeking out new opportunities in mineral exploration and we are
currently evaluating several new projects which have been brought to our
attention.
"Signed"
Brian Kiernan
President and CEO November 14, 2006
Management's Discussion and Analysis of Financial Condition
And Operating Results
General
This interim management discussion and analysis ("MD&A") is a review of Moydow's
financial and operating results for the third quarter ending September 30, 2006
and is compared with those for the corresponding quarter of 2005. In order to
better understand the MD&A, it should be read in conjunction with the audited
consolidated financial statements of the Company and notes thereto for the year
ended December 31, 2005. The consolidated financial statements have been
prepared in accordance with Canadian generally accepted accounting principles.
The reporting currency for the Company is the United States dollar, and all
amounts in the following discussion are in United States dollars unless
otherwise noted. The attached financial statements have not been reviewed by
the Company's auditors. This discussion is based on information available to
November 10, 2006.
Company Overview
Moydow Mines International Inc. ("Moydow" or the "Company") is an international
exploration company with primary interests in precious and industrial minerals
and diamonds. Exploration activities are focused principally in Africa. Moydow
Mines' common shares are listed on both the Toronto Stock Exchange and the
Alternative Investment Market ("AIM") of the London Stock Exchange (symbol
"MOY"). For further information on the Company please visit our website at
www.moydow.com or view our public filings on the SEDAR website at www.sedar.com.
On March 1, 2006, the Company announced that it had reached an agreement with
Diamond Fields International Ltd. ("Diamond Fields") effective February 28,
2006; pursuant to which, Moydow common shareholders will exchange their Moydow
securities for securities of Diamond Fields ("the acquisition"). Diamond Fields
is engaged in mineral exploration and development worldwide.
The acquisition was subject to, among other things, receipt of all necessary
regulatory, court and stock exchange approvals, Moydow's shareholder approval, a
valuation and/or fairness opinion by each Company and lock-up agreements
executed by the chairman and chief executive officer of the Company under which
they have agreed to vote in favour of the merger and entry of the parties into a
definite agreement. As all the necessary stipulations required under the terms
of agreement were not fulfilled by the parties by May 31, 2006 the agreement
automatically terminated.
Subsidiaries and affiliated companies of Moydow are organized internationally so
that each has a specific geographic area or mineral project interest. Moydow
provides administrative, technical and financial assistance to these companies.
Forward-Looking Statements
This MD&A contains "forward-looking statements" that are subject to a number of
known and unknown risks, uncertainties and other factors that may cause actual
results to differ materially from those anticipated in our forward looking
statements. Factors that could cause such differences include: changes in
metal, equity markets, results of exploration and related expenses, drilling
activity, sampling and other data, currency exchange rates, change in
governments, ability to raise finances and changes to regulations affecting the
mining industry. Such forward-looking statements involve known and unknown
risks and uncertainties that could cause actual events or results to differ
materially from estimated or anticipated events or results implied or expressed
in such forward-looking statements.
Disclosure Controls and Procedures
As at September 30, 2006, an evaluation was carried out under the supervision of
and with the participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
Company's disclosure controls and procedures. Based on that evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that the
design and operation of these disclosure controls and procedures were effective
as at September 30, 2006 to provide reasonable assurance that material
information relating to the Company and its consolidated subsidiaries would be
made known to them by others within those entities.
Application of Critical Accounting Estimates
Moydow's accounting policies are described in note 2 to the Consolidated
Financial Statements for the year ended December 31, 2005. Set out below is a
discussion of the application of Moydow's critical accounting policies that
require the Company to make assumptions about matters that are uncertain at the
time the accounting estimate is made, and where different estimates that could
reasonably have been used in the current period, or changes in the accounting
estimate that reasonably likely to occur from period to period would have a
material impact on Moydow's financial statements.
Carrying value of mineral properties
Acquisition costs of mineral properties, together with direct exploration and
development expenses incurred thereon, are deferred and capitalized on a
property by property basis. Upon reaching commercial production, these
capitalized costs are transferred from exploration properties to producing
properties on the consolidated balance sheets and are amortized into operations
using the unit-of-production method over the estimated useful life of the
estimated related ore reserves.
In the event that the long-term expectation is that the net carrying amount of
these capitalized exploration costs will not be recovered, the carrying amount
is written down accordingly and the write-down amount charged to operations.
Such would be indicated where:
* Exploration activities have ceased;
* Exploration results are not promising such that exploration will not be
planned for the foreseeable future;
* Lease ownership rights expire; or
* Insufficient funding is available to complete the exploration program.
The amount shown for mineral properties represents costs incurred to date net of
recoveries from option or joint venture participants and write-downs, and does
not necessarily reflect present or future values.
Overview of Exploration Activities, Contractual Obligations and Commitments
Dala project, Angola
The Company is party to two separate exploration projects with the same partners
on the Dala property in Angola, relating to the exploration for kimberlite and
alluvial diamonds.
Kimberlite diamonds
On December 16, 2005, the Company signed an agreement with Empressa Nacional De
Diamantes De Angola ("Endiama"), the Angolan state diamond mining company and
Cimader-Comercio Geral Limitada ("Cimader"), a local Angolan company, to explore
for kimberlite (primary) diamonds on the Dala concession, located near the town
of Saurimo, in north-east Angola. The concession comprises 3,000 square
kilometres. Under the terms of the agreement, the Company can earn a 40%
interest in the concession with the remaining percentages held by Endiama and
Cimader. The Company entered into a separate agreement with Concord Minerals
LLC ("Concord"), a private Nevada company, whereby Concord has the right to earn
up to 50% of Moydow's interest in the concession by funding exploration
expenditures under Moydow's agreement with Endiama and Cimader. To maintain
their interest, the Company and Concord will have to incur expenditures of not
less than $10 million on or before January 14, 2009. Cimader and Endiama have a
free carried interest in the project. If Moydow or Concord decide not to fund
their percentage interest, then the non-funding party will be diluted on a
straight-line percentage expressed as percentage of total expenditures.
Alluvial diamonds
On October 1, 2004, the Company signed an agreement with Endiama and Cimader to
explore for alluvial diamonds on the Dala concession. Under the terms of the
agreement, the Company and its strategic partner, Concord have a 23.3% and a
9.7% interest, respectively, in the concession with the remaining percentages
held by Endiama and Cimader. To maintain their interest, the Company and
Concord will have to incur expenditures of not less than $5 million on or before
October 1, 2007. Cimader and Endiama have a free carried interest in the
project. If Moydow or Concord decide not to fund their percentage interest,
then the non-funding party will be diluted on a straight-line percentage
expressed as percentage of total expenditures
The Company's cumulative expenditures on the Dala project to September 30, 2006
amounted to $3.04 million of which $0.39 million was incurred during the third
quarter of 2006.
On January 14, 2006, pursuant to the agreement with Endiama, Moydow posted a $1
million bond with Endiama. In order for the bond to be refunded to Moydow, the
Company must incur expenditures of $1 million within six months of posting the
bond to avoid forfeiture of the cash. As of September 30, 2006, the Company
has spent $1.27 million on the kimberlite licence as satisfaction towards this
requirement to spend $1 million.
Port Loko property, Sierra Leone
In September 2004, the Company entered into an option agreement, with Gondwana
Investments Limited ("Gondwana"), a company incorporated in Luxembourg. The
agreement allows Moydow to acquire up to a 60% interest in the Port Loko bauxite
deposit by incurring exploration expenditure of $1 million and produce and
deliver a feasibility study on or before June 30, 2006. The agreement only
covers bauxite and no other minerals on the property.
Cumulative expenditures to September 30, 2006 amounted to $2.38 million of which
$0.13 million was incurred during the third quarter of 2006.
On October 24, 2005, the Company appointed Chlumsky Armbrust & Meyer ("CAM") to
prepare a Feasibility Study on the Port Loko Bauxite Deposit in Sierra Leone,
West Africa. CAM delivered the Feasibility Study on June 30, 2006. The joint
venture parties are currently reviewing the report.
Ntotoroso property, Ghana
On December 8, 2003, the Company sold its wholly owned subsidiary, Moydow
Limited (Isle of Man), which, following an internal restructuring, owned the
Company's 50% joint venture interest in the Ntotoroso gold property in Ghana but
no other mineral properties, to Newmont Mining Corporation ("Newmont").
In connection with the sale, the Company entered into a royalty agreement
whereby the Company acquired the right to a net smelter return royalty of 2% on
all recovered ounces of gold and silver produced from the Ntotoroso property
after the first 1.2 million gold equivalent ounces for a consideration for $0.25
million. No value has been ascribed to the royalty rights acquired by the
Company. The Ahafo mine in Ghana which the Ntotoroso property forms part of,
poured its first gold on July 18, 2006. Newmont stated that the Ahafo mine has
a 20 year life span and is capable of processing 7 million tons of ore per year.
Hwidem property, Ghana
On October 3, 2005, the Company was granted a two-year extension to its
prospecting licence with respect to the Hwidem property, by the Minister for
Lands, Forestry and Mines in Ghana. The licence area covers 24.7 square
kilometres and it adjoins the Kenyase-Ntotoroso area currently under lease to
Rank Mining Company Limited, a subsidiary of Newmont.
The Company incurred exploration expenditures on this property of $nil million
during the third quarter of 2006. The minimum exploration expenditures required
to maintain the licence are $0.52 million of which $0.48 million had been spent
as at September 30, 2006. The company carried out a reverse circulation drill
program in June. Management are presenting correlating the data. It is the
company's intention to carry out a further drill program after the rainy
season. If gold mineralization does not exist in sufficient quantities in the
area to warrant completion of the work program, the Company is not liable for
any shortfall on the minimum exploration expenditures.
Okumpreko property, Ghana
During the first nine months of 2006, exploration work continued on the
Okumpreko gold property in Ghana where the Company carried out a 2,000 metre
reverse circulation drilling program. Results from this drilling program will
be provided on an on-going basis as they become available. The Company can earn
a 40% interest in this gold project in return for direct expenditures of $0.25
million incurred within one year of entering into the agreement, which was
signed in September 2004. The Company can increase its interest to 51% by
incurring additional exploration expenditure of $0.25 million within two years
of signing the agreement. Management is currently negotiating an extension to
the terms of the agreement. Cumulative expenditures to September 30, 2006
amounted to $0.42 million of which $0.04 million was incurred during the third
quarter of 2006.
Commitments
The Company, either directly or through certain joint ventures, has obligations
to expend various amounts on its mineral properties and projects in order to
keep its mineral property rights in good standing. All agreements are in the
normal course of business.
Payments due ($ thousand) Total Less than 1 year 1 to 3 years
Exploration and development $15,918 $395 $15,523
Segmented Information
The Company has one reportable operating segment, being exploration of mineral
properties in geographic areas.
Results of Operations
Net loss for the quarter ended September 30, 2006 was $0.34 million or $0.010
per share compared to a loss of $0.74 million in the same period in 2005 or
$0.025 per share.
During the third quarter ended September 30, 2006, the Company did not hold any
Newmont common shares as compared to the same period in 2005, when the company
sold 10,000 Newmont common shares for proceeds of $0.41 million. In 2005, the
Company recognized a gain of $0.41 million on the sale of these shares. The
Company also recorded a gain of $0.49 million on the write-up of its remaining
60,000 Newmont common shares to their market value on September 30, 2005.
General and administrative expenses were $0.20 million in the third quarter of
2006 as compared with $0.29 million in the same period of 2005. The decrease in
2006 as compared to 2005 is a result of stringent cost controls especially in
the area of professional fees, computer software, travel and the annual report.
During the third quarter of 2006, the Company incurred costs associated with the
proposed merger in the amount of $0.20 million. The Company felt it was prudent
to write off these costs as the agreement with Diamond Fields elapsed on May 31,
2006.
During the third quarter of 2005, the Company wrote off mineral property
expenditures in the sum of $1.24 million. As exploration results are not
promising on the True Grit property located in south-central Newfoundland and
Labrador and the Kanyankaw property in Ghana, the Company decided to write off
its investments in the amount of $0.87 million and $0.33 million respectively.
In addition, the Company wrote off mineral property expenditures incurred on a
number of minor projects in the sum of $0.04 million.
The foreign exchange loss in the third quarter of 2006 was $0.01 million
compared to a gain of $0.11 million in the same period of 2005. The foreign
exchange gain resulted from the movements in exchange rates between operating
currencies and the United States dollar.
The Company earned dividend income of $nil million and $0.005 million during the
third quarter 2006 and 2005, respectively. The dividend income was received
from the Company's shareholding in Newmont.
The Company earned deposit interest income of $0.002 million and $0.002 million
during the third quarter of 2006 and 2005, respectively.
The Company's revenues are derived from interest and dividend income, which are
dependent on available cash balances and prevailing interest rates and returns
on investments which are dependent on the prevailing market at the time of sale.
Net loss for the period ended September 30, 2006 was $0.63 million or $0.010 per
share compared to a loss of $1.94 million in the same period in 2005 or $0.067
per share.
During the nine month period ended September 30, 2006, the Company sold its
remaining 45,000 Newmont common shares for proceeds of $2.53 million. The
Company recognized a gain of $0.31 million on the sale of these shares. During
the same period of 2005, the Company sold 80,000 Newmont common shares for
proceeds of $3.28 million. The Company recognized a loss of $0.18 million on
the sale of these shares. The Company also recorded a net gain of $0.07 million
on the write-up of its remaining 60,000 Newmont common shares to their
respective market value on March 31 and June 30 and September 30,2005.
General and administrative expenses were $0.64 million during the first nine
months of 2006 as compared with $0.90 million in the same period of 2005. The
decrease in 2006 as compared to 2005 is a result stringent cost controls
especially in the area of professional fees, computer software, travel and the
annual report.
During the nine months ended September 30, 2005, the Company wrote off mineral
property expenditures in the sum of $1.24 million and $0.03 million,
respectively. As exploration results are not promising on the True Grit
property located in south-central Newfoundland and Labrador and the Kanyankaw
property in Ghana, the Company decided to write off its investments in the
amount of $0.87 million and $0.33 million, respectively. In addition, the
Company wrote off mineral property expenditures incurred on a number of minor
projects in the sum of $0.04 million.
The foreign exchange gain in the first nine months of 2006 was $0.18 million
compared to a gain of $0.13 million in the same period of 2005. The foreign
exchange gain resulted from the movements in exchange rates between operating
currencies and the United States dollar.
The Company earned dividend income of $0.001 million and $0.02 million during
the period ended September 30, 2006 and 2005, respectively. The dividend income
was received from the Company's shareholding in Newmont.
The Company earned deposit interest income of $0.008 million and $0.007 million
during the first nine months of 2006 and 2005, respectively.
The Company's revenues are derived from interest and dividend income, which are
dependent on available cash balances and prevailing interest rates and returns
on investments which are dependent on the prevailing market at the time of sale.
As at September 30, 2006, the Company recorded a provision for income taxes in
the sum of $0.18 million and a recovery of future income taxes in the sum of
$0.16 million. The net effect was a provision for income taxes of $0.02
million. The Company received a tax refund of $0.10 million in the third quarter
of 2006.
Liquidity and Capital Resources
Cash and cash equivalents at September 30, 2006 amounted to $1.60 million
compared to cash and cash equivalents at December 31, 2005 of $0.02 million.
Changes in future conditions could require material write-downs of the carrying
amounts of future expenditures. As at September 30, 2006, the Company had an
excess of current liabilities over current assets of $0.14 million and has
recorded losses and net cash outflows from operations for the past two years.
The Company was required to pay $1 million to keep its mineral property rights
in Angola in the near-term. These circumstances cast significant doubt as to
the ability of the Company to continue as a going concern. Management has
secured financing in the sum of $3.0 million. The Company has completed a
private placement of $1.25 million and has arranged a debt facility of $1.75
million with the option of converting the debt into Moydow common shares.
The financial statements of the Company have been prepared on the basis that the
Company will continue as a going concern which presumes that it will be able to
realize its assets and discharge its liabilities in the normal course of
business. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern. If
management is unsuccessful in securing capital, the Company's assets may not be
realized or its liabilities discharged at their carrying amounts and these
differences could be material.
Cash Flow Statements
Cash flow provided for operating activities for the three months ended September
30, 2006, including changes in non-cash working capital of $0.38 million,
totalled $0.72 million as compared to cash flow used in operating activities of
$0.50 million in the same period in 2005. In the three months ended September
30, 2006 cash used in investing activities was $0.55 million (2005 - cash from
investing activities was $0.35 million) which was expended on exploration of
mineral properties incurred principally in Angola and Sierra Leone. The Company
had no common shares of Newmont to sell in the third quarter of 2006 whereas
during the third quarter of 2005 the Company received $0.41 million from the
sale of 10,000 Newmont common shares.
Cash flow used in financing activities for the quarter and nine month period
ended September 30, 2006 was $1.25 million. The company issued 7,655,143 common
shares of the Company at a price of Cdn$0.18225 per share. The proceeds will be
used to advance the Company's projects in Angola, Sierra Leone and Ghana The
Company closed a private placement on August 30, 2005 at price of Cdn$0.197 per
common share. The Company capitalized an additional $0.01 million pursuant to a
joint venture agreement with Altius Resources Inc.
Cash flow provided for operating activities for the nine months of 2006,
including decreases in non-cash working capital of $0.27 million, totalled $1.21
million as compared to cash flow used in operating activities of $1.74 million
in the same period of 2005. During the nine months ended September 30, 2006
cash provided by investing activities was $0.19 million representing the
proceeds from the sale of 45,000 Newmont common shares less $2.33 million (2005
- $1.37 million) expended on exploration of mineral properties, principally on
the Port Loko bauxite property in Sierra Leone and on the Dala diamond project
in Angola.
Use of Financial Instruments
The Company has not entered into any specialized financial agreements to
minimize its investment risk, currency risk or commodity risk. There are no
off-balance sheet arrangements.
Changes in Accounting Policies
There were no change in accounting policies during the third quarter of 2006 and
2005.
Outstanding Share Data
As at November 10 24, 2006, the Company has 38,275,718 common shares in issued
and outstanding. Holders of common shares are entitled to one vote on any
ballot at meetings in respect of each common share held. The Company has
2,150,000 stock options outstanding at a weighted average price of Cdn$0.33
together with 200,000 warrants at an exercise price of Cdn$0.38 for a vesting
period of two years pursuant to exploration agreements.
Transactions with Related Parties
Related party transactions relate primarily to the payment of fees under
contracts for services with companies in which a Moydow Mines' director is a
shareholder and director. The Company was charged a total of $0.07 million
during the quarter ended September 30, 2006 with respect to drilling and
administration services. Included in accounts payable and accrued liabilities
as at September 30, 2006 is $0.21 million payable to these related parties for
such services.
The company's primary legal counsel is a firm in which a director of the company
is a partner. The company was charged $0.12 million during the quarter ended
September 30, 2006 for legal services provided by this firm. Included in
accounts payable and accrued liabilities as at September 30, 2006 is $0.28
million with respect to such services. These transactions are made in the
normal course of business.
Selected Consolidated Annual Financial Information
Set forth below is certain financial data for the last three completed financial
years:
December 31, December 31, December 31,
2005 2004 2003
$ $ $
Total revenue - - -
Basic and diluted (loss) earning per share (0.06) (0.07) 1.10
Total assets 6,334,596 9,296,704 39,712,942
(Loss) net income for the year (1,1612,359) (1,938,765) 30,908,193
Total long term financial liabilities - - -
Dividends declared - - 27,752,267
Quarterly Information
The following table summaries the results of the Company for each of the most
recent eight quarters:
June June March March Dec Dec Sept Sept
2006 2005 2006 2005 2005 2004 2005 2006
$ $ $ $ $ $ $ $
Revenues - - - - - - - -
Net profit/(loss) (331,574) (678,423) 33,490 (529,462) 331,297 126,053 (735,771) (335,633)
Basic and diluted
(loss)/earnings per
Common share (0.011) (0.023) 0.001 (0.018) 0.011 0.004 (0.025) 0.010
Total assets 7,110,675 6,821,886 6,841,872 7,225,175 6,334,596 9,296,704 6,662,268 8,931,585
Number of common
shares outstanding 30,620,575 28,964,382 30,620,575 28,964,382 30,620,575 28,964,382 30,620,575 38,275,718
Regulatory, Environmental and Other Risk Factors
The Company intends to fulfil all statutory commitments on its current licences
over the next year and will apply for licence renewals in the normal course of
business.
The Company's operating income and cash flow are affected by changes in the U.S.
/Canadian dollar exchange rate together with movement in the local currencies in
Angola, Sierra Leone, Ghana, and Ireland, as a portion of the Company's costs
are incurred in these currencies.
The profitability of any mining operation will be significantly affected by
changes in the market price of commodities. Commodity prices fluctuate on a
daily basis and are affected by numerous factors such as world supply, Central
Bank selling, stability of exchange rates, forward sales and inflationary
forces, among other factors beyond Moydow's control.
Exploration companies are subject to various laws and regulations including but
not limited to environmental and, health and safety matters together with
political risks which are outside the Company's control. Moydow is committed to
a program of environmental protection at all of its projects and exploration
sites.
The financial statements of the Company have been prepared on the basis that the
Company will continue as a going concern which presumes that it will be able to
realize its assets and discharge its liabilities in the normal course of
business. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern. If
management is unsuccessful in securing capital, the Company's assets may not be
realized or its liabilities discharged at their carrying amounts and these
differences could be material.
Outlook
The Company will in the short term focus its efforts on adding value to its
diamond property in Angola and its bauxite property in Sierra Leone.
MOYDOW MINES INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(expressed in United States dollars, unless otherwise stated)
September 30 December 31
2006 2005
(unaudited) (audited)
Assets
Current assets
Cash and cash equivalents $250,540 $18,344
Newmont common shares (note 2) - 2,214,000
Accounts receivable and prepaid expenses 1,335,782 67,715
Current income taxes recoverable - 19,821
Deposit Angolan state diamond mining company (note 3) 1,000,000 -
2,586,322 2,319,880
Mineral properties (Note 3) 6,323,273 3,992,612
Other assets 21,990 22,104
8,931,585 6,334,596
Liabilities
Current liabilities
Debt facility 1,744,692
Accounts payable and accrued liabilities 984,012 593,140
2,728,704 593,140
Future income taxes 160,166
2,728,704 753,306
Shareholders' Equity
Capital stock (Note 4) 18,014,363 16,759,055
Contributed surplus 414,726 414,726
Deficit (12,226,208) (11,592,491)
6,202,881 5,581,290
8,931,585 6,334,596
Nature of operations and going concern (note 1)
MOYDOW MINES INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(expressed in United States dollars, unless otherwise stated)
Three months ended Nine months ended
Sept 30, 2006 Sept 30, 2005 Sept 30, 2006 Sept 30, 2005
$ $ $ $
Expenses
General and administrative
expenses 204,769 287,994 638,061 1,235,088
Write-down of mineral
properties 1,235,088 906,072
Amortization of equipment 1,797 4,928
Development expense(note 6) 198,000 544,863
Foreign exchange loss/ (gain) 7,641 (109,188) (184,163) (125,986)
410,410 1,415,691 998,761 2,020,102
Other income and expenses
Gain/(loss) on Newmont
common shares (note 2) 512,800 306,882 (109,368)
Interest income 1,755 1,711 8,347 6,805
Dividend income - 5,100 850 18,700
1,755 519,611 316,079 (83,863)
Net loss for period (408,655) (896,080) (682,682) (2,103,965)
Income tax
(provision)/recovery
Current 73,022 160,309 (111,201) 160,309
Future 160,166
Total provision for income
taxes 73,022 160,309 48,965 160,309
Net earnings (loss) for the
period (335,633) (735,771) (633,717) (1,943,656)
Consolidated statement of
deficit
Deficit beginning of period (11,890,575) (11,188,017) (11,592,491) (9,980,132)
Net loss for period (335,633) (735,771) (633,717) (1,943,656)
Deficit end of period (12,226,208) (11,923,788) (12,226,208) (11,923,788)
MOYDOW MINES INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(expressed in United States dollars, unless otherwise stated)
Three months ended Nine months ended
Sept 30, 2006 Sept 30, 2005 Sept 30, 2006 Sept 30, 2005
Cash provided by(used in)
Operating activities
Net (loss) for the period (335,633) (735,771) (633,717) (1,943,656)
Adjustments for non-cash items:
(Gain)/loss on Newmont common
shares (512,800) (306,882) 109,368
Write-down of mineral properties 1,235,088 1,235,088
(Gain)/loss on other assets 114 (30) 114 1,018
Amortization of capital assets 1,797 4,928
(335,519) (11,716) (940,485) (593,254)
Changes in non-cash working capital:
Debt facility 994,692 1,744,692
Deposit Angolan state diamond
mining company (1,000,000)
Accounts receivable and prepaid
expenses (1,304,520) 198,849 (1,268,067) (186,822)
Accounts payable and accrued
liabilities (73,636) 311,063 250,527 (955,870)
(383,464) 509,912 (272,848) (1,142,692)
Cash flow provided/(used) in
operating activities (718,983) 498,196 (1,213,333) (1,735,946)
Investing activities
Exploration of mineral
properties (550,877) (765,015) (2,330,661) (1,910,306)
Proceeds from sale of Newmont shares 414,700 2,520,882 3,277,832
Cash flow provided/(used) by
investing activities (550,877) (350,315) 190,221 1,367,526
Financing activities
Proceeds from issue of capital stock 1,255,308 265,090 1,255,308 265,090
Cash flow provided by financing
activities 1,255,308 265,090 1,255,308 265,090
Increase/(decrease) in cash and cash
equivalents (14,552) 412,971 232,196 (103,330)
Cash and cash equivalents
at beginning of period 265,092 292,020 18,344 808,321
Cash and cash equivalents
at end of period 250,540 704,991 250,540 704,991
MOYDOW MINES INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)
1) Nature of operations and going concern
Moydow Mines International Inc. ("Moydow" or the "Company") is an international
exploration company with primary interests in precious and industrial minerals
and diamonds. Moydow's common shares are listed on both the Toronto Stock
Exchange and the Alternative Investment Market of the London Stock Exchange.
The Company is exploring its mineral properties and, as at September 30, 2006,
had not determined the existence of economically recoverable reserves. The
recoverability of the amounts shown for mineral properties is dependent upon the
existence of economically recoverable mineral reserves, the preservation of the
Company's interest in the underlying mineral claims, the ability to obtain
necessary financing, to obtain government approval and to attain profitable
production or, alternatively, upon the company's ability to profitably dispose
of its interests.
Changes in future conditions could require material writedowns of the carrying
amounts of expenditures. As at September 30, 2006, the company had an excess of
current liabilities over current assets of $0.14 million and has recorded net
cash outflows from operations for the past two years. These circumstances cast
significant doubt as to the ability of the Company to continue as a going
concern. Management is currently pursuing several financing alternatives to
secure capital. It is not possible to determine, with any certainty, the
success or adequacy of these initiatives.
The financial statements of the Company have been prepared on the basis that the
Company will continue as a going concern, which presumes that it will be able to
realize its assets and discharge its liabilities in the normal course of
business. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern. If
management is unsuccessful in securing capital, the Company's assets may not be
realized or its liabilities discharged at their carrying amounts and these
differences could be material.
These consolidated financial statements have been prepared in accordance with
Canadian generally accepted accounting principles. The consolidated financial
statements include the accounts of the Company, its subsidiaries and a
proportionate share of the Company's interests in joint ventures. Interests in
associated companies, which are not controlled but over which the Company has
the ability to exercise significant influence, are accounted for using the
equity method. All significant inter-company accounts and transactions have
been eliminated. In the opinion of management, all adjustments considered
necessary for fair presentation have been included in these financial
statements. Operating results for the periods ended September 30, 2006 are not
necessarily indicative of the results that may be expected for the full year
ended December 31, 2006. For further information, see the Company's
consolidated financial statements including the notes thereto included in the
Annual Report for the year ended December 31, 2005.
2) Newmont common shares
Loss on Newmont common shares comprises: 2006 2005
$ $
Gain/(loss) on sale of 45,000 shares (2005-50,000 shares) 306,882 (91,270)
Write down of remaining Newmont shares to market at March 31, (194,400)
Gain/(loss) on Newmont common shares for the three months to March 31, 306,882 (285,670)
Loss) on sale (2005-20,000 shares) - (111,098)
Write down of remaining Newmont shares to market at June 30, - (225,400)
(Loss) on Newmont common shares for the three months to June 30 - (336,498)
Loss on sale (2005-10,000 shares) - 24,400
Write up of remaining Newmont shares to market at September 30, - 488,400
(loss) on Newmont common shares for the three months to September 30, - 512,800
Cumulative gain/(losses) for the nine months to September 30, 306,882 (109,368)
3) Mineral properties
The company, either directly or through certain joint ventures, has obligations
to expend various amounts on its mineral properties and projects in order to
keep its mineral property rights in good standing. All agreements are in the
normal course of business.
Mineral exploration properties in Africa and North America are recorded with
their carrying values as follows:
Angola Sierra Leone Ghana Total
$ $ $ $
Balance December 31,2005 1,771,567 1,641,128 579,917 3,992,612
Costs - March 31, 2006 462,364 280,640 160,143 903,147
Balance March 31, 2006 2,233,931 1,921,768 740,060 4,895,759
Costs - June 30, 2006 430,952 324,134 121,551 876,637
Balance June 30, 2006 2,664,883 2,245,902 861,611 5,772,396
Costs-September 30, 2006 378,050 133,311 39,516 550,877
Balance September 30, 2006 3,042,933 2,379,213 901,127 6,323,273
On January 14, 2006, Moydow paid $1,000,000 to the Angolan state diamond mining
company. In order for the deposit to be refunded to Moydow, Moydow must incur
expenditures of $1,000,000 within six months of making the deposit. As of
September 30, 2006, the Company has spent $1.27 million on the kimberlite
licence as satisfaction towards this requirement to spend $1 million.
4) Capital stock
Authorized
Unlimited number of common shares
Issued
Number of $
shares
Balance - December 31, 2003 28,784,382 16,425,950
Issue of shares - July 17, 2004 30,000 7,795
Issuable shares 150,000 46,500
Balance - December 31, 2004 28,964,382 16,480,245
Issue of shares - July 19, 2005 60,000 10,348
Issue of shares for cash - September 30, 2005 1,596,193 268,462
Balance - June 30, 2006 and December 31, 2005 30,620,575 16,759,055
Issue of shares - September 5, 2006 7,655,143 1,255,308
Balance-September 30, 2006 38,275,718 18,014,363
In 2005, the Company issued 60,000 shares in connection with the acquisition of
its interest in the Altius Baie d'Espoir property.
In 2004, the Company agreed to issue 150,000 shares in connection with the
acquisition of its interest in the Port Loko property.
5) Related party transactions
Related party transactions relate primarily to the payment of fees under
contracts for services with companies in which a Moydow Mines' director is a
shareholder and director. The Company was charged a total of $0.07
millionduring the quarter ended September 30, 2006 with respect to drilling and
administration services. Included in accounts payable and accrued liabilities as
at September 30, 2006 is $0.21 million payable to these related parties for such
services.
The company's primary legal counsel is a firm in which a director of the company
is a partner. The Company was charged $0.12 million during the quarter September
30, 2006 for legal services provided by this firm. Included in accounts payable
and accrued liabilities as at September 30, 2006 is $0.28 million with respect
to such services. These transactions are made in the normal course of business.
6) Development expense
On March 1, 2006, the Company announced that it had reached an agreement with
Diamond Fields International Ltd. ("Diamond Fields") effective February 28,
2006; pursuant to which, Moydow common shareholders will exchange their Moydow
securities for securities of Diamond Fields ("the acquisition"). Diamond Fields
is engaged in mineral exploration and development worldwide.
The acquisition was subject to, among other things, receipt of all necessary
regulatory, court and stock exchange approvals, Moydow's shareholder approval, a
valuation and/or fairness opinion by each Company and lock-up agreements
executed by the chairman and chief executive officer of the Company under which
they have agreed to vote in favour of the merger and entry of the parties into a
definite agreement. As all the necessary stipulations required under the terms
of agreement were not fulfilled by the parties by May 31, 2006 the agreement
automatically terminated.
Corporate Information.
Directors and Officers
Noel P. Kiernan - Director, Chairman
Brian P. Kiernan - Director, President & CEO
Louise Vaillancourt-Chatillon - Director, Member of the Audit Committee
Peter Villani - Director, Member of the Audit Committee
Michael E. Power - Director, Vice President & Secretary
J. Joseph Breen - COO
Rosemary G. O'Mongain - CFO
Toronto Office and Registered Office
12th Floor
20 Toronto Street
Toronto, Ontario
Canada, M5C 2B8
Tel: (416) 703 3751 Fax: (416) 367 3638
Dublin Office
74 Haddington Road
Dublin 4, Ireland
Tel: (353) 1 667 7611 Fax: (353) 1 667 7622
Accra Office
Shankill House
21, 5th Circular Road
East Cantonments
Accra, Ghana
Tel: (233) 21 772516 Fax: (233) 21 777247
Transfer Agent
Computershare Trust Company of Canada
100 University Avenue, 8th Floor
Toronto, Ontario
Canada, M5J 2YI
Exchange Listing
The Toronto Stock Exchange
Symbol: MOY
CUSIP: 62472V 100
Shares outstanding: 38,275,718
Shares fully diluted: 40,425,718
To contact the Company
In order to contact the company or to request to be added to our mailing list
please email info@moydow.com
website: www.moydow.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR GUGWUGUPQGAQ
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