1 Financial Statements of TAIPAN RESOURCES INC. (formerly Taipan Capital Corp.) Unaudited Prepared by Management) Nine months 2010
2 NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS Under National Instrument , Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited interim financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company. The Company s independent auditors have not performed a review of these financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity s auditors. Suite West Georgia St., Vancouver, BC Canada V6E 2Y3 Phone (604) Fax (604) website:
3 BALANCE SHEETS AS AT JULY 31, 2010 AND OCTOBER 31, 2009 October 31, (unaudited) (audited) ASSETS Current Assets Cash 1,689, ,597 Cash committed for mineral exploration 91,920 - Deposits and Prepaid expense 22,400 3,150 GST and Interest receivable 9,179 3,697 1,813, ,444 Mineral Property (Note 4) 297,237 25,000 Total Assets 2,110, ,444 LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities Accounts payable and accrued liabilities 91,240 55,010 91,240 55,010 SHAREHOLDERS EQUITY Share Capital (Note 5) 2,337, ,482 Share Subscriptions - 259,800 Contributed Surplus 66,044 66,044 Deficit (383,763) (303,892) Total Shareholders Equity 2,019, ,434 Total Liabilities and Shareholders Equity 2,110, ,444 Nature of Operations (Note 1) Commitments (Note 4) Subsequent event (Note 10) Approved on behalf of the Board: /s/ Steve Jackson Steve Jackson, Director /s/ Harry Chew Harry Chew, Director (The accompanying notes are an integral part of the financial statements)
4 STATEMENTS OF OPERATIONS, COMPREHENSIVE INCOME (LOSS) AND DEFICIT (Unaudited - prepared by management) Three months 2010 Three months 2009 Nine months 2010 Nine months 2009 EXPENSES Bank charges and interest Filing and regulatory fees 655 7,500 20,857 16,742 Management fees 15,000-40,000 - Office expenses 1, ,384 3,502 Professional fees 20,250 15,337 39,348 29,672 Promotion and entertainment 1,221 4,157 6,471 6,988 Rent and administrative fees (Note 5) 9,000 6,000 27,000 15,000 Transfer agent and shareholder relations 2,598 1,342 7,049 3,962 Travel and accommodation ,071 Less: interest income - - (801) - 50,557 35, ,077 77,271 LOSS FOR THE PERIOD before income tax (50,557) (35,795) (145,077) (77,271) Income tax recovery ,206 - Net income (loss) and comprehensive income for the period (50,557) (35,795) (79,871) (77,271) DEFICIT, BEGINNING OF PERIOD (333,206) (206,612) (303,892) (165,136) DEFICIT, END OF PERIOD (383,763) (242,407) (383,763) (242,407) Basic and diluted loss per common share (0.00) (0.01) (0.00) (0.01) Weighted average number of common shares outstanding 31,374,450 6,014,450 19,664,853 6,014,450 (The accompanying notes are an integral part of the financial statements)
5 STATEMENTS OF CASH FLOWS (Unaudited - prepared by management) Three months 2010 Three months 2009 Nine months 2010 Nine months 2009 Operating Activities Net income (loss) for the period (50,557) (35,795) (79,871) (77,271) Items not involving cash Changes in non-cash working capital items: GST recoverable (3,136) (329) (4,681) (1,440) Interest receivable - - (801) - Deposits and prepaid expenses 19,075 - (19,250) (333) Accounts payable and accrued liabilities 78,710 2,256 36,229 7,020 44,092 (33,868) (68,374) (72,024) Financing Activities Proceeds from issuance of private placement, net of issuance costs - - 1,986,621 - Share subscription - - (259,800) - Due to related party Due to directors ,726,821 - Investing Activities Deferred mineral property costs (218,236) (25,000) (272,236) (25,000) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT (174,144) (58,868) 1,386,211 (97,024) CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD 1,955, , , ,354 CASH AND CASH EQUIVALENT, END OF PERIOD 1,781, ,330 1,781, ,330 CASH AND CASH EQUIVALENTS CONSISTS OF: Cash 1,689, ,330 1,689, ,330 Cash committed for oil and gas exploration 91,920-91,920-1,781, ,330 1,781, ,330 NON-CASH INVESTING AND FINANCING ACTIVITIES Issuance of common shares for acquisition of mineral property 54,000-54,000 - Issuance of common shares for finder s fees 160, ,000 - (The accompanying notes are an integral part of the financial statements)
6 1. NATURE OF OPERATIONS The Company was incorporated on June 5, 2006 in British Columbia under the Business Corporations Act and on October 29, 2009, the Company changed its name to Taipan Resources Inc. The Company is in the process of acquiring and exploring its mineral properties and has not yet determined whether these properties contain mineral reserves that are economically recoverable. The continued operations of the Company and the recoverability of the amounts shown for mineral properties and related deferred costs is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and upon future profitable production. These financial statements have been prepared using Canadian generally accepted accounting principals on the basis of a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced losses since inception and at 2010 had working capital of 1,722,147. Should the Company be unable to continue as a going concern, the realization of assets may be at amounts significantly less than carrying value. The continuation of the Company as a going concern is dependant on its ability to obtain additional equity capital to finance existing operations, attaining commercial production from its mineral properties, and attaining future profitable operations or positive cash flows. 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. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realized its assets and discharge its liabilities in other then the normal course of business and at amounts different from those reflected in the accompanying financial statements. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary to present fairly the Company s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. b) Estimates, Assumptions and Measurement Uncertainty 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 period. Significant areas requiring the use of management estimates relate to the impairment of mineral property interests and the determination of reclamation obligations. Actual results could differ from those estimates. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant.
7 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued c) Financial Instruments The Company s financial instruments are comprised of cash, deposits and prepaid expenses, GST receivable, due to related party, accounts payables and accrued liabilities. The fair values of these financial instruments approximate their respective fair values due to the relatively short-term maturity of these financial instruments. Financial instruments are measured and classified as follows: i) Held-for-trading financial instruments are measured at fair value. All gains and losses resulting form changes in their fair value are included in net earnings (loss) in the year in which they arise. Cash and cash equivalents classified as held-for-trading are measured at fair value. ii) Held-to-maturity investments, loans and receivables, and other financial liabilities are initially measured at fair value and subsequently measured at amortized cost. Amortization of premiums or discounts and transaction costs are amortized into net earnings (loss), using the effective interest method less any impairment. Receivables are classified as loans and accounts payable and accrued liabilities and due to related parties are classified as other financial liabilities. Interest income and interest expense are recorded in net income, as applicable. iii) Available-for-sale financial assets are measured at fair value, with unrealized gains and losses recorded in other comprehensive income until the asset is realized, at which time they will be recorded in net earnings (loss). Other than temporary impairments on available-for-sale financial assets are recorded in net earnings (loss). iv) Derivatives embedded in other financial instruments or non-financial contacts (the host instrument ) are treated as separate derivatives with fair value changes recognized in the statement of operations when their economic characteristics and risks are not clearly and closely related to those of the host instrument, and the combined instrument or contact is not held for trading. No reportable embedded derivatives were identified in a review of the Company s contacts d) Mineral Properties and Exploration Costs The Company records its interests in mineral properties at cost. All direct costs relating to the acquisition of these interests are capitalized until the properties to which they relate are placed into production, sold or abandoned. These costs will be amortized on the unit of production basis over the proven reserves of the related property following commencement of production. Proceeds received, as a result of the sale of a mineral property, will be applied first against the book value of the property, and any excess will be set off against deferred exploration costs. Exploration costs relating to mineral properties are deferred until the properties are brought into production, at which time the deferred exploration costs are to be amortized on a unit of production basis, or until the properties are abandoned or sold, at which time the deferred costs are written off. The mineral properties and exploration costs are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. When there is evidence of impairment, the net carrying amount of the asset will be written down to its net recoverable amount which is the estimated undiscounted future net cash flows expected to result from the asset and its eventual disposition. The loss on impairment written off is not reversed even if circumstances change and the net recoverable amount subsequently increases. The amounts shown as mineral properties and deferred exploration costs represent unamortized costs to date and do not necessarily reflect present or future values.
8 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued e) Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year. Diluted loss per share reflects the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the if converted method. Fully diluted amounts are not presented when the effect of the computations are anti-dilutive. Accordingly, there is no difference in the amount presented for basic and diluted loss per share. f) Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. g) Stock-based Compensation The Company applies the fair value method of stock-based payments to all awards that are direct awards of stock, that call for settlement in cash or other assets or are stock appreciation rights that call for settlement by the issuance of equity instruments. Compensation expense is recognized over the applicable vesting period with a corresponding increase in contributed surplus. When the options are exercised, the exercise price proceeds together with the amount initially recorded in contributed surplus are credited to share capital. h) Income Taxes The Company accounts for income taxes using the asset and liability method, whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. The valuation of future income tax assets is adjusted, if necessary, by the use of a valuation allowance to reflect the estimated realizable amount. At 2010, the Company recognized a valuation allowance equal to the full amount of net future tax asset. I) Flow-through Shares The Company records the tax effect related to the renounced reductions as a reduction of income tax expense in the statement of loss and deficit on the date that the Company renounces the deductions for investors. j) Risk Management The Company is engaged primarily in mineral exploration and manages related industry risk issues directly. The Company may be at risk for environmental issues and fluctuations in commodity pricing. Management is not aware of and does not anticipate any significant environmental remediation costs or liabilities in respect of its current operations. The Company is not exposed to significant credit concentration or interest rate risk. The Company s functional currency is the Canadian dollar. All current operations occur within Canada. There is currently no significant foreign exchange risk to the Company.
9 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued k) Comprehensive Income (loss) Comprehensive income (loss) reflects net income (loss) and other comprehensive income (loss) for the year. Other comprehensive income (loss) includes changes in unrealized foreign currency translation amounts arising from self-sustaining foreign operations, unrealized gains and losses on available-for-sale assets and changes in the fair value of derivatives designated as cash flow hedges to the extent they are effective. l) Hedges This standard is applicable when a company chooses to designate a hedging relationship for accounting purposes. It builds on the previous AcG-13, Hedging Relationships, and CICA 1650, Foreign Currency Translation, by specifying how hedge accounting is applied and what disclosures are necessary when it is applied. The Company had no hedging relationships as at 2010 and October 31, m) Asset Retirement Obligation The Company accounts for asset retirement obligations and site rehabilitation costs in accordance with the requirements of Canadian Institute of Chartered Accountants Handbook Section 3110 Asset Retirement Obligations. Under this policy, the present value of future closure obligations is recorded as a liability when that liability is incurred with a corresponding increase in carrying value of the related mining property assets. The increased carrying value of the mining property asset will be amortized over the life of the related mining assets on a unit of production basis when the property comes into production. The liability for asset retirement obligations is accreted to the amount ultimately payable over the period to the date it is paid. As at 2010 the Company has not recognized any asset retirement obligations. n) Reclassifications Certain of the prior period s figures have been reclassified to conform to the current period s presentation. 3. CHANGES IN ACCOUNTING POLICIES Recent accounting pronouncements (i) Goodwill and intangible assets CICA Handbook Section 3064 Goodwill and Intangible Assets (Section 3064) Replaces CICA Handbook Section 3062, Goodwill and Intangible Assets and establishes standards for the recognition, measurement and disclosure of goodwill and intangible assets. CICA Handbook Section 1000, Financial Statement Concepts is am to clarify criteria for recognition of an asset. CICA Handbook Section 3450, Research and Development Costs is replaced by guidance in Section EIC Revenues and Expenditures during the Pre-Operating Period is no longer applicable for entities that have adopted Section A number of other EIC abstracts have consequential amendments. CICA Accounting Guideline 11 deferred costs and to provide guidance of development costs as intangible assets under CICA These changes are effective for the Company commencing November 1, The Company is currently assessing the financial reporting impact of these standards.
10 3. CHANGES IN ACCOUNTING POLICIES - continued (ii) Business combinations The CICA issued three new accounting standards in January 2009: Section 1582, Business Combinations, Section 1601 Consolidated Financial Statements and Section 1602, Non-Controlling Interests. These new standards will be effective for fiscal years beginning on or after January 1, The Company is in the process of evaluating the requirements of the new standards. Section 1582 replaces Section 1581 and establishes standards for the accounting for a business combination. It provides the Canadian equivalent to International Financial Reporting Standards ( IFRS ) 3 Business Combinations. The Section applies prospectively to business combination for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, Section 1601 and 1602 together replaces Section 1600, Consolidated Financial Statements. Section 1601, establishes standards for the preparation of consolidated financial statements. Section 1601 applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, Section 1602 establishes standards for accounting for a noncontrolling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS 1AS Consolidated and Separate Financial Statements and applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, (iii) International Financial Reporting Standards (IFRS) In 2006, the Canadian Accounting Standards Board (AcSB) published a new strategic plan that will significantly affect financial reporting requirements for Canadian compliances. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly accountable companies to use IFRS, replacing Canadian GAAP. This date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year October 31, In July 2008, the Canadian Securities Administrators announced that early adoption will be allowed in 2009 subject to seeking exemptive relief. The Company is currently assessing the financial reporting impact of the transition to IFRS and the changeover date. 4. MINERAL PROPERTY Pursuant to an option agreement dated June 26, 2009, the Company was granted an option to acquire up to a 65% interest in the Lucky Joe Property comprised of 548 claims situated in the Yukon Territory. As consideration for the property, the Company paid 25,000. Under the terms of the agreement the Company is required to make option payments of 130,000, spend 2,000,000 in exploration expenditures and issue up to 500,000 shares over a four year period to earn a 51% interest in the property. The Company has an option to earn an additional 14% interest in the property by making additional option payments of 100,000 spending an additional 2,500,000 in exploration expenditures and issue up to an additional 500,000 shares over a two year period.
11 4. MINERAL PROPERTY - continued To earn 51% interest Option Share Payment Expenditure Amount Issuance Signing of the option agreement 25,000 (paid) November 6, ,000 (issued) November 2, , , ,000 November 2, , , ,000 November 2, , , ,000 November 2, , , ,000 To earn an additional 14% interest November 14, ,000 1,000, ,000 November 2, ,000 1,500, ,000 The Company issued 260,000 shares as a finder s fee in connection with this transaction at a deemed price of 39,000. The property is subject to a 1.5% net smelter return royalty. Under terms of the agreement the Company has the right to acquire one-half of the net smelter return royalty for 2,000,000, the issuance of a further 500,000 shares and the completion of a further 3,000,000 of exploration expenditures. 5. SHARE CAPITAL (a) Authorized: Unlimited number of common shares without par value. (b) Issued and fully paid - continued: Number Contributed of Shares Amount Surplus Balance, October 31, 2008 and ,014, ,482 66,044 Mineral property option payment 100,000 15,000 Mineral property finder s fee 260,000 39,000 Private placement 3,000, ,000 Share issue costs (7,173) Tax effect on flow through shares - (65,206) Balance, January 31, ,374, ,103 66,044 Private placement 20,000,000 1,600,000 Share issue costs (160,000) Private placement finder s fee 2,000, ,000 Balance, 2010 & April 30, ,374,450 2,337,103 66,044
12 5. SHARE CAPITAL continued (b) Issued and fully paid - continued: During the period April 30, 2010, the Company issued a total of 20,000,000 non-flow through units at 0.08 per unit for cash consideration of 1,600,000. Each unit consist of one share and one share purchase warrant. Each warrant entitles the holder to purchase one additional share at 0.12 for a period of five years. The Company issued 2,000,000 shares, as a finder s fee, with respect to the placement. During the period January 31, 2010, the Company issued a total of 1,500,000 flow-through units at 0.15 per unit for cash consideration of 225,000, and 1,500,000 non-flow through units at 0.12 per unit for cash consideration of 180,000. Each unit consist of one share and one share purchase warrant. Each warrant entitles the holder to purchase one additional share at for a period of two years. The company renounced 224,850 of eligible Canadian Exploration expenses in favour of flow-through shares. Accordingly, the amount will not be available to the Company for future deduction from taxable income. The Company paid 7,173, as a finder s fee, with respect to the placement. (c) Stock Options On May 3, 2010, the TSX Venture Exchange accepted for filing the Company s Stock Option Plan which was approved by the Company s shareholders at the Annual General Meeting held April 26, A rolling stock option plan has been implemented whereby a maximum of 10% of the issued shares will be reserved for issuance under the plan. The Company is to provide the Exchange a Form 4G at the end of each calendar month in which the stock options are granted. Shareholder approval must also be obtained yearly at the Company s Annual General Meeting and in addition, submitted for review and acceptance by the Exchange each year. On October 25, 2006 the Company granted stock options to directors and officers of the Company to acquire up to 600,000 common shares at an exercise price of 0.10 per share expiring five years after listing of the Company s shares on the TSX Venture Exchange. Subsequent to February 15, 2008, due to the resignation of an Officer of the Company, 125,000 options were cancelled leaving a balance of 475,000 options outstanding. During the year October 31, 2008, stock based compensation of 15,200 was expensed by the Company. There were no stock options exercised during the years October 31, 2009 and 2008, and the period April 30, The Company used the Black-Scholes Option Pricing Model to estimate the fair value of the options at the grant date using the following weighted average assumptions for the years October 31, 2008: Risk-free interest rate 4.07% Expected term in years 5 years Expected dividend yield 0.0% Expected volatility 104.7%
13 5. SHARE CAPITAL continued (d) Warrants 2010 October 31, 2009 Weighted Weighted Average Average Average Average Number of Exercise Number of Exercise Warrants Price Warrants Price Outstanding, beginning of year , Issued 6,944, Exercised Expired - - (225,550) 0.10 Outstanding, end of period 6,944, (e) Escrow Shares As at 2010, 2,250,000 (October 31, ,000,000) common shares of the Company are subject to escrow. Under the escrow agreement, 10% of the escrowed common shares have been released from escrow following issuance of the final Exchange bulletin ( Final Exchange Bulletin ) upon completion of the Qualifying Transaction and 15% will be released every six months thereafter over a period of thirty six months. If the Company meets the Exchange s Tier 1 status after receipt of the Final Exchange Bulletin, the release of escrow shares is accelerated. 6. RELATED PARTY TRANSACTIONS (a) During the period 2010, the Company paid or accrued management fees of 40,000 (2009 Nil) to a company controlled by the President of the Company. (b) During the period 2010, the Company paid or accrued rent and administration of 27,000 ( ,000) to a company controlled by a director and the President of the Company. (c) During the period 2010, the Company paid or accrued professional fees of 13,000 (2009 Nil) to a company controlled by a director of the Company. 7. MANAGEMENT OF CAPITAL The Company s objective when managing capital is to safeguard the Company s ability to continue as a going concern. The Company does not have any externally imposed capital requirements to which it is subject. As at 2010 the Company had capital resources consisting mainly of cash. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristic of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue common shares or dispose of assets or adjust the amount of cash.
14 8. FINANCIAL INSTRUMENTS As at 2010 the Company s financial instruments consists of cash, deposits and prepaid expense, receivables, accounts payable and accrued liabilities. Unless otherwise noted, it is management s option that the Company is not exposed to significant credit, liquidity or market risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted. The risk exposure is summarized as follows: a) Credit risk Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on the cash balance at the bank and accounts receivable. The cash is held in Canadian based banking institutions, authorized under the Bank Act to accept deposits, which may be eligible for deposit insurance provided by the Canadian Deposit Insurance Corporation. The receivables consist of goods and services recoverable of 8,378 and interest receivable of 801. b) Liquidity risk The Company s approach to managing liquidity is to ensure that it will have sufficient liquidity to settle obligations and liabilities when due. As at 2010, the Company had a cash balance of 1,781,808 to settle current liabilities of 91,240 which mainly consists of accounts payable that are considered short term and settled within 30 days. Management estimates its capital requirements for 2010 to be approximately 384,000, which includes 264,000 on exploration related expenditures as budgeted in the Company s report. This cost estimate does not include expenses related to the evaluation of potential business or asset acquisition. c) Market risk (i) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company s cash attract interest at floating rates and have maturities of 90 days or less. The interest is typical of Canadian banking rates, which are at present low, however the conservative investment strategy mitigates the risk of deterioration to the investment. A change of 100 basis points in the interest rates would not be material to the financial statements. (ii) Foreign currency risk d) Fair value The Company s financial assets and liabilities are not exposed to foreign currency risk. The carrying values of cash deposits, receivables, accounts payable and accrued liabilities and due to related party approximates their respective fair values due to the short-term nature of these instruments. 10. SUBSEQUENT EVENT On September 3, 2010, the Company announced the appointment Mr. Stephen B. Jackson to its board of directors effective August 31, Also effective August 31, 2010, Mr. Sonny Chew has stepped down from the Company s board of directors and as Chief Executive Officer. Mr. Jackson will take on the role of Chief Executive Officer with this vacancy left by Mr. Chew.