AUDITED ANNUAL FINANCIAL STATEMENTS CYMAT TECHNOLOGIES LTD.

Transcription

1 AUDITED ANNUAL FINANCIAL STATEMENTS CYMAT TECHNOLOGIES LTD. April 30, 2010 and

2 Auditors report To the Shareholders of Cymat Technologies Ltd. We have audited the balance sheet of Cymat Technologies Ltd. as at April 30, 2010 and the statements of operations, comprehensive loss and deficit, changes in shareholders equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2010 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles. The comparative figures for 2009 are based upon financial statements which were audited by another firm of chartered accountants. Mississauga, Canada, July 6, 2010 [signed] Grant Thornton LLP Chartered Accountants Licensed Public Accountants 2

3 BALANCE SHEETS As at: April 30, April 30, $ $ ASSETS Current assets Cash and cash equivalents [note 8] 492,523 1,028,462 Short-term investments 1,550, ,173 Restricted cash [notes 8, 10[b] and 10[c]] 756,139 1,417,712 Accounts receivable [note 8] 127, ,715 Inventory [note 4] 370, ,293 Prepaids and sundry receivables [note 10[c]] 34, ,707 Total current assets 3,331,833 3,209,062 Other assets 27,930 27,930 Property, plant and equipment, net [note 6] 689, ,189 Licenses and technology rights [note 7] 5,240,934 6,684,949 Total assets 9,290,680 10,710,130 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities 964, ,544 Subscription receipt payable [notes 10[b] and 10[c]] 704,230 1,450,285 Total current liabilities 1,669,071 2,292,829 Commitments and contingencies [notes 5, 7 and 12] Shareholders' equity Share capital [note 10[a]] 63,486,957 60,865,346 Contributed surplus [note 10[f]] 3,093,359 2,708,427 Warrants [note 10[b]] 1,670, ,149 Deficit (60,628,893) (55,487,621) Total shareholders' equity 7,621,609 8,417,301 Total liabilities and shareholders' equity 9,290,680 10,710,130 See accompanying notes On behalf of the Board: See Note 1 - Nature of Operations and Going Concern Uncertainty Jon Gill Director Michael Liik Director 3

4 STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT Fiscal years ended April 30, April 30, $ $ Sales 836,621 1,006,497 Plant operating costs 1,342,186 1,394,990 Material testing costs 252,991 - Selling, general and administrative costs 2,812,646 2,613,884 Depreciation and amortization 1,574,577 1,620,680 Foreign exchange loss 5,329 7,157 Interest expense 1,994 4,828 Interest income (3,082) (28,031) Other income [note 3] (8,748) (1,477) 5,977,893 5,612,031 Net loss and comprehensive loss for the year (5,141,272) (4,605,534) Deficit, beginning of year (55,487,621) (50,882,087) Net loss (5,141,272) (4,605,534) Deficit, end of year (60,628,893) (55,487,621) Basic and diluted net loss per share (0.06) (0.06) Weighted average basic and diluted number of shares 90,644,152 72,103,689 See accompanying notes 4

5 STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Total Common Common Contributed Shareholders' Shares Shares Surplus Warrants Deficit Equity # $ $ $ $ $ April 30, ,999,523 60,352,228 2,056,243 - (50,882,087) 11,526,384 Shares issued to settle consulting fees 250,000 17, ,500 Shares issued - Private Placement 8,490, , ,590 Expenses related to Private Placement - (363,972) (363,972) Stock based compensation , ,184 Warrants issued - Private Placement , ,149 Net loss for the year (4,605,534) (4,605,534) April 30, ,740,517 60,865,346 2,708, ,149 (55,487,621) 8,417,301 Shares issued to settle consulting fees 242,000 44, ,770 Subscription receipts exercised 10,359,181 1,035, ,035,918 Shares issued - Private Placement ,558,378 1,155, ,155,838 Expenses related to Private Placements - (391,580) (391,580) Exercise of stock options 2,204, ,665 (301,765) ,900 Exercise of compensation options 576, , ,000 Stock based compensation , ,854 Warrants issued - Private Placement , ,367 Warrants issued - Private Placement , ,670 Compensation options issued , ,726 Compensation options issued , ,117 Net loss for the year (5,141,272) (5,141,272) April 30, ,680,576 63,486,957 3,093,359 1,670,186 (60,628,893) 7,621,609 See accompanying notes 5

6 STATEMENTS OF CASH FLOWS Fiscal years ended April 30, April 30, $ $ OPERATING ACTIVITIES Net loss for the year (5,141,272) (4,605,534) Add items not involving cash Depreciation and amortization 1,574,577 1,620,680 Consulting fees settled in shares - 17,500 Stock-based compensation expense 575, ,434 (2,990,841) (2,363,920) Changes in non-cash working capital balances related to operations: Accounts receivable (26,459) 173,891 Inventory 16,544 (116,795) Prepaids and sundry receivables 114,952 15,193 Accounts payable and. accrued liabilities 167,067 (136,302) Cash used in operating activities (2,718,737) (2,427,933) INVESTING ACTIVITIES Short-term investments (1,425,320) 2,361,033 Purchase of capital assets (32,356) (15,041) Restricted cash (109) 54,006 Cash provided by (used in). investing activities (1,457,785) 2,399,998 FINANCING ACTIVITIES Proceeds from private placement 2,080,508 1,095,721 Private placement expenses (280,737) (173,321) Proceeds from stock / compensation options exercised 474,900 - Conversion of subscription receipts 1,365,912 74,373 Cash provided by financing. activities 3,640, ,773 Net increase (decrease) in cash and cash equivalents during the year (535,939) 968,838 Cash and cash equivalents,. beginning of year 1,028,462 59,624 Cash and cash equivalents,. end of year 492,523 1,028,462 Supplemental cash flow information Interest paid 1,994 4,828 See accompanying notes 6

7 1. NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY Nature of Operations Cymat Technologies Ltd. [ Cymat or the Company ] is a manufacturing company, which holds licenses and related patents to make, use and sell Stabilized Aluminum Foam [ SAF ]. SAF is produced utilizing a proprietary, versatile process in which gas is bubbled into molten alloyed aluminum containing a dispersion of fine ceramic particles to create foam, which is then cast into strong, lightweight panels and shapes. The Company is developing SAF for use in applications in the automotive, architectural, blast mitigation and industrial markets. The development of applications utilizing SAF as well as its production process involve significant financial risks, including the ability of the Company to develop and penetrate new markets, obtain additional financing to complete the development of applications and related production processes, the future profitable production thereof and the ability for the Company to be able to successfully assert its intellectual property rights and protect against patent infringement. The Company s assessment of the carrying value of property, plant and equipment, and intangible assets is based on management s assessment of potential indicators of impairment and best estimates of likely courses of action by the Company. This assessment is subject to significant measurement uncertainty. Material write-downs of these assets could occur if actual results differed from the estimates and assumptions used. Additional details regarding the Company s intangible assets can be found in note 7. Going Concern Uncertainty To date, the Company has financed its operations primarily through share issuances, investment tax credits, interest income, and collaborative co-development agreements. The Company has incurred significant operating losses and cash outflows from operations and, as at April 30, 2010, historical levels of annual cash expenditures exceed the committed sources of funds and cash and cash equivalents on hand. The ability of the Company to continue as a going concern is dependent upon raising additional financing through borrowings or equity financing, receiving funds through co-development agreements and ultimately achieving future profitable operations and the ability of the Company to successfully defend against patent infringement. The outcome of these matters is dependent on a number of items outside the Company s control. As a result, there is significant uncertainty as to whether the Company will have the ability to continue as a going concern. These financial statements do not include any adjustment that might result from these uncertainties. These adjustments may be material. 2. SIGNIFICANT ACCOUNTING POLICIES Management has prepared these financial statements in accordance with Canadian generally accepted accounting principles. Outlined below are those policies considered particularly significant: 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 revenue and expenses during the reporting periods. Actual amounts could differ from those estimates. Revenue recognition Revenue from the sale of manufactured products is recognized at the time of sale when the products are shipped from the Company s warehouse at which time the rights and obligations have transferred to the buyer. Revenue from codevelopment arrangements is recognized as earned, which is generally on a straight-line basis over the term of such agreements. Amounts received in advance of earned revenues are recorded as deferred revenue. 7

8 Cash and cash equivalents Cash and cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash with remaining maturities of three months or less at inception. Inventory The Company s inventory consists of raw materials and finished goods, which are valued at the lower of cost and net realizable value. Cost is determined on a first-in, first-out basis and, in the case of finished goods includes the cost of materials plus direct labour applied to the product and the applicable share of manufacturing overhead. Property, plant and equipment Property, plant and equipment are recorded at their historical cost, net of any contributions that have been received from Technology Partnerships Canada [ TPC ]. The annual rates and methods of amortization are as follows: Office equipment Computer equipment Machinery and equipment Leasehold improvements 20% declining balance 30% declining balance 20% declining balance straight-line over the term of the lease Leases Leases are classified as capital or operating leases. A lease that transfers substantially all the benefits and risks incident to the ownership of property is classified as a capital lease. All other leases are accounted for as operating leases. Research and development costs The Company follows the guidance in the Canadian Institute of Chartered Accountants [ CICA ] Handbook Section 3064, Research and Development Costs. Research and development costs were expensed and included in plant operating costs as incurred since the criteria for deferment of such costs were not met. Licenses and technology rights Licenses and technology rights are initially recorded at cost and then amortized on a straight-line basis over the remaining term of the underlying license agreements and/or patents. Impairment of long-lived assets The Company reviews long-lived assets such as property, plant and equipment and licenses and technology rights for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When indicators of impairment of the carrying value of the licenses and technology rights exist, and the carrying value is greater than the net recoverable value [as determined on an undiscounted basis], an impairment loss is recognized to the extent that the fair value [measured as the discounted cash flows over the remaining life of the property, plant and equipment or licenses and technology rights when quoted market values are not readily available] is below the carrying value. Foreign exchange transactions Transactions in foreign currencies are translated at rates of exchange prevailing at the time of the transaction. Monetary assets and liabilities denominated in foreign currency are translated at each balance sheet date at current foreign exchange rates with the resulting gains or losses included in the statement of operations, comprehensive loss and deficit. 8

9 Income taxes The Company follows the liability method of accounting for income taxes. Under this method, future tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, measured using the substantively enacted tax rates and laws expected to be in effect when the differences are expected to reverse. A valuation allowance is recorded against any future tax asset if it is more likely than not that the asset will not be realized. Government assistance Government assistance may be available to the Company through income tax investment and innovation tax credits. Investment and innovation tax credits are recognized as qualifying expenditures are claimed and resulting credits are received. When related to acquisition of property, plant and equipment, they are netted against the carrying value of related property, plant and equipment and are otherwise accounted for in other income. Stock-based compensation The Company has a stock-based compensation plan, which is described in note 10[f]. The Company follows the guidance in the CICA Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments, which includes the fair-value based method of accounting for all its stock-based compensation. For stock options granted on or after May 1, 2003, the options are measured on the grant date using the fair- value based method and expensed over the vesting period. The fair value of all stock options and warrants is recognized on a straight-line basis over the applicable vesting period as compensation expense. On the exercise of stock options and warrants, consideration received together with the carrying value of the stock option or warrant is credited to common shares. The Company also grants performance based options to employees where the final amount and vesting terms are based on certain performance criteria. The fair value of these options is approximated and accrued based on quarterly performances and the final amount recognized over a straight line basis when final performance is determined. Financial instruments Fair values and categories of financial instruments Under Canadian generally accepted accounting principles, financial instruments are classified into one of the following five categories: held-for-trading, held to maturity investments, loans and receivables, available-for-sale financial assets and other financial liabilities. Upon initial recognition, all financial instruments are recognized at fair value. Subsequently, financial assets classified as held to maturity and as loans and receivables, and other financial liabilities, are accounted for at amortized cost. Financial assets and financial liabilities classified as held-for-trading are accounted for at fair value with unrealized holding gains and losses included in net income each period. Available-forsale financial assets are also accounted for at fair value, however, unrealized holding gains and losses on these instruments are presented as other comprehensive income and on the balance sheet as a separate component of shareholders equity titled accumulated other comprehensive income. Change in accounting policies On May 1, 2009, the Company adopted the following standards issued by the CICA: Section 3064, Goodwill and Intangible Assets; the CICA approved amendments to Section 3862, Financial Instruments Disclosures; and EIC 173, Credit Risk and the Fair Value of Financial Assets and Financial Liabilities. The adoption of these standards did not have a material effect on the Company s financial position or cash flows. 9

10 i) Section 3064, Goodwill and Intangible Assets On May 1, 2009, the Company adopted the Canadian Institute of Chartered Accountants ( CICA ) Handbook Section 3064, Goodwill and Intangible Assets. The new standard replaces the previous goodwill and intangible asset standard and revises the requirement for recognition, measurement, presentation and disclosure of intangible assets. ii) Section 3862, Financial Instruments - Disclosures In July, 2009, the CICA approved amendments to Section 3862, Financial Instruments Disclosures. The amendments require additional fair value disclosure for financial instruments and liquidity risk disclosures. These amendments require a three-level hierarchy that reflects the significance of the inputs used in making fair value assessments, as follows: Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). iii) EIC 173, Credit Risk and the Fair Value of Financial Assets and Financial Liabilities In January 2009, the CICA issued Emerging Issues Committee Abstract of Issue 173, Credit Risk and the Fair Value of Financial Assets and Financial Liabilities, applicable to a company s 2009 fiscal year. EIC 173 recommends that a company take into account its own credit risk and the credit risk of the counterparty in determining the fair value of financial assets and financial liabilities. Future accounting policies i) International Financial Reporting Standards [ IFRS ] In January 2006, the CICA s Accounting Standards Board ( AcSB ) formally adopted the strategy of replacing Canadian Generally Accepted Accounting Practices [ GAAP ] with IFRS for Canadian enterprises with public accountability ( PAEs ). The current conversion timetable calls for financial reporting under IFRS for accounting periods commencing on or after January 1, On February 13, 2008, the AcSB confirmed the use of IFRS will be required in 2011 for PAEs. For these entities, IFRS will be required for interim and annual financial statements relating to fiscal years beginning on or after January 1, A calendar year-end public company will be required to have prepared, in time for its first quarter 2011 filing, comparative financial statements in accordance with IFRS for the three months ended March 31, The adoption of IFRS will require the Company to change certain accounting policies, accounting systems, internal control over financial reporting and disclosure controls. ii) Section 1582, Business Combinations In January 2009, the CICA issued Handbook Section 1582, Business Combinations which requires all assets and liabilities of an acquired business be recorded at fair value at acquisition. Obligations for contingent consideration and contingencies will also be recorded at fair value at the acquisition date. The standard also states that acquisition related costs are expensed as incurred and that restructuring charges will be expensed in the periods after the acquisition date. The standard applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period on or after January 1, iii) Sections 1601, Consolidation and 1602, Non-Controlling Interest In January 2009, the CICA issued Handbook Section 1601, Consolidations and Section 1602, Non-controlling Interests. Section 1601 establishes standards for the preparation of consolidated financial statements. Section

11 establishes standards for accounting for a non-controlling interest in consolidated financial statements subsequent to a business combination. These standards apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, The adoption of these standards will not have a significant impact on the financial statements of the Company. 3. OTHER INCOME During the year ended April 30, 2010, the Company s net claim for the Ontario Innovation Tax Credit was $8,035 [ $nil]. 4. INVENTORY 2010 $ 2009 $ Raw materials 171, ,585 Finished goods 199, , , ,293 During the year, the Company recorded a charge of $nil ( $37,522) to reduce the carrying values of inventory to net realizable values. Included in plant operating costs is $324,230 ( $436,941) of inventories recognized as an expense during the year. 5. TECHNOLOGY PARTNERSHIPS CANADA CONTRIBUTIONS The Company entered into an agreement with TPC in March 1997 and as amended on March 23, 1998, March 31, 1999 and April 26, 2001 [the "TPC Agreement"] in which TPC made a repayable contribution [the "TPC Contributions"] to the Company equal to 35% of the eligible expenses incurred by the Company in connection with the work program set out in the TPC Agreement [the "TPC Program"], to a maximum of $3,357,550, between October 1, 1996 and July 31, Claims made by the Company with TPC are subject to a subsequent audit by TPC under the terms of the TPC Agreement. It is management's understanding that an audit was completed and the Company had received the maximum amount payable under the terms of the TPC Agreement. In consideration for the contributions, the Company has granted a royalty on revenues from the sale of SAF to TPC of 3.45% until the sum of all royalties paid is equal to $6,686,874 [the "TPC Royalty"]. In accordance with the TPC Agreement, the payments started 90 days following December 31, During the year ended April 30, 2010, the Company incurred $28,797 in royalties [ $45,550]. As of April 30, 2010, the Company has incurred a total of $298,197 [ $269,400] in royalties. During the term of the TPC Agreement, various provisions bind the Company, including: the Company may not materially alter the scope, time frame, cost, nature, location or financing of the TPC Program; the Company cannot sell, transfer, relocate, or otherwise dispose of its interest in any asset which is material to the TPC Program, without the prior consent of TPC; the Company may not make material changes to its senior management or its ownership without the prior consent of TPC; however, the Company is not required to obtain the consent of TPC for changes in ownership which are not within its control or for changes in senior management which have no significant impact on the Company's direction as related to the TPC Program; the Company must provide TPC with annual environmental certificates to the effect that the Company's business is being conducted in a manner consistent with applicable environmental regulations; and 11

12 the Company may not declare any dividends or make any other distributions to shareholders which would prevent it from completing the TPC Program and satisfying the TPC Royalty. To the extent that the prior written consent of TPC is required pursuant to the terms of the TPC Agreement, such consent shall not be unreasonably withheld or delayed. The TPC Program contains, among other things, a commitment to establish a production facility for SAF in Canada and a commitment to establish and maintain research and development facilities in Canada. The Company has established a production line at its location in Mississauga, Ontario that is capable of producing SAF in commercial quantities. The TPC Program also sets forth certain targeted levels of employment. TPC may terminate the TPC Agreement, may require repayment of amounts provided under the TPC Contributions and may require the transfer of the intellectual property, and certain equipment, which may have been purchased with the TPC Contributions [the "Technology"], in the event that the Company is in material non-compliance with certain material terms of the TPC Agreement. In the event that the Company licenses the Technology or conducts manufacturing outside Canada, the Company will have to obtain the consent of TPC, which consent shall not be unreasonably withheld or delayed. 6. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following: Accumulated Net book Cost amortization value $ $ $ Office equipment 260, ,810 39,652 Computer equipment 260, ,391 19,704 Machinery and equipment 2,720,717 2,096, ,265 Leasehold improvements 1,013,801 1,007,439 6,362 4,255,075 3,565, , Accumulated Net book Cost amortization value $ $ $ Office equipment 258, ,998 47,844 Computer equipment 255, ,544 22,893 Machinery and equipment 2,700,534 1,984, ,668 Leasehold improvements 1,007,906 1,006,122 1,784 4,222,719 3,434, , LICENSES AND TECHNOLOGY RIGHTS [a] On July 31, 1995, and as amended effective July 31, 2000, February 24, 2004 and September 1, 2005, the Company entered into two license agreements [together, the "License Agreements"] with Alcan International Inc. ["Alcan"] granting the Company royalty-bearing licenses to make, use and sell SAF worldwide under patents held directly or indirectly by Alcan. As a result of the License Agreements, the Company has global exclusivity to

13 develop technology, applications and products for SAF using metal matrix composites through to the expiry of the last-to-expire Alcan or Hydro Aluminum a.s. [ Hydro ] patent in In return for the licenses granted, the Company paid a technology fee of US$300,000 and is required to pay a royalty per kilogram of SAF produced. Alcan has agreed not to enter into licensing agreements with third parties for the manufacture or sale of SAF within North America or Europe and not to manufacture or sell SAF within North America or Europe during the term of the License Agreements without the prior written consent of the Company, provided that the Company pays an exclusivity fee per license per calendar quarter less any royalties paid on a per kilogram basis. In September 2005, the License Agreements were amended such that the Company s exclusivity fee was reduced from US$25,000 per license per calendar quarter less any royalties paid on a per kilogram basis to US$12,500 per license per calendar quarter less any royalties paid on a per kilogram basis in exchange for a higher royalty rate per kilogram for the first approximately 250,000 kilograms. [b] Pursuant to a purchase agreement dated February 27, 2001 [the "Hydro Agreement"], the Company acquired from Hydro Aluminum a.s. certain rights to the SAF technology, including the patents relating to SAF that cover Austria, Belgium, Denmark, France, Germany, Italy, Liechtenstein, Luxembourg, Netherlands, Norway, Spain, Sweden, Switzerland, the United Kingdom, Hungary, Brazil, Japan, Russia and South Korea [collectively the "Territories"], a patent application as described in patent applications filed by Hydro, assets used for the production of SAF, the rights under Hydro's cross-licensing agreement with Alcan and Hydro's casting technology and research and development relating to the SAF technology. The cross-licensing agreement with Alcan expires concurrently with the expiry of the last of the Alcan and Hydro patents in Of the total purchase price, $18,250,050 was allocated to technology rights. As a result of the Company's acquisition of Hydro's rights under the cross-licensing agreement, the Company will be entitled to the majority of any royalty payments to which Alcan would be entitled under any licenses to manufacture or sell which Alcan grants in the Territories. [c] Cymat and an Austrian company, Hutte Klein Reichenbach ["HKB"], have had a number of patent infringement claims against one another dating back to fiscal Initially the Company enforced its intellectual property rights by issuing a cease and desist notice to HKB with HKB responding by initiating nullity proceedings against one of the Company s patents. After a series of court imposed injunctions and related appeals, the German courts nullified Patent No , one of Cymat s German patents acquired from Norsk Hydro, which is based on European Patent EP In fiscal 2009, HKB filed a claim seeking costs from Cymat totalling 19,786 in connection with the nullity action that it commenced against Cymat s German patent as described above. Cymat paid approximately 14,000 as full settlement of these costs in fiscal year In addition in 2010 HKB filed a similar claim for costs in connection with the nullity action in the Austrian courts which were awarded to the amount of approximately 15,000 and has been accounted for in fiscal Despite having its Patent No nullified by the German courts, the Company still has an extensive patent suite protecting its technology. Other significant matters with HKB include the following: i) During fiscal 2008, Cymat received an official Decision of the European Patent Office Appeal Board wherein the opposition filed on European Patent No by HKB was rejected in its entirety. HKB subsequently filed an appeal to this decision and Cymat is currently defending its position with respect to this patent. ii) In addition, in fiscal 2008, Cymat filed a response to HKB s opposition in European Patent No refuting a number of declarations made. HKB filed a response to the response and the European Patent Office is still reviewing both submissions. A summons was issued by the board overseeing the opposition of European patent No in February 2009 and a hearing was scheduled for this case and held in June At the hearing, the court ruled in favour of Cymat and its patents. 13

14 It is Cymat s intention to continue to vigorously employ all legal remedies available to enforce its intellectual property rights. If the above nullity claims were to be successful with respect to large markets there could be a material write-down of the carrying value of the licenses and technology rights. Intangible assets consist of the following: 2010 Accumulated Net book Cost amortization value $ $ $ Licences 408, ,128 - Technology rights 18,250,050 13,009,116 5,240,934 18,658,178 13,417,244 5,240, FINANCIAL INSTRUMENTS 2009 Accumulated Net book Cost amortization value $ $ $ Licences 408, ,489 12,639 Technology rights 18,250,050 11,577,740 6,672,310 18,658,178 11,973,229 6,684,949 Financial risk management objectives and policies The Company s primary financial instruments are comprised of cash and cash equivalents and short-term investments. The main purpose of these financial instruments is to provide financing for the Company s limited activities leading to commercialization. The Company also has other financial assets and financial liabilities such as accounts receivable, and accounts payable and accrued liabilities, which arise directly from its activities. The Board of Directors is mainly responsible for the overall risk management approach and for the approval of risk strategies and principles of the Company. The carrying values of the Company s financial instruments on the balance sheet are classified into the following categories: $ $ Held-for-trading (1) 2,799,155 2,571,347 Loans and receivables (2) 189, ,352 Other financial liabilities (3) 1,669,071 2,292,829 (1) Includes cash and cash equivalents and short term investments and restricted cash. Restricted cash arises as a result of the private placement [$714,230] dated April 19, 2010, an amount relating to the Plan of Arrangement dated August 4, 2006 where $264,880 representing CymatCorp. s accounts payables was transferred to escrow and some funds held by the Company s electricity provider [$14,000]. The balance of the Plan of Arrangement escrow account at April 30, 2010 was $27,909. Restricted cash in 2009 included an amount of $1,375,913 regarding the 2009 Private Placement, the Plan of Arrangement escrow amount of $27,799 and $14,000 held by the Company s electricity provider. 14

15 (2) Includes accounts receivable, Company advances and other assets. (3) Includes accounts payable and accrued liabilities and subscription receipts payable. Financial risks The main risks arising from the Company s financial instruments are foreign currency risk and commodity price risk (market risks), liquidity risk, interest rate risk and credit risk. The Board of Directors reviews and approves the policies for managing these risks and they are summarized as follows: Foreign currency risk The Company is primarily exposed to the fluctuation of the European Euro and United States dollar (US) relative to the Canadian dollar in as much as certain sales and inventory purchases are denominated in those currencies and the revenue and inventory costs are translated into Canadian dollars at the time of the transaction. The Company typically extends regular credit terms to its customers and recognizes foreign exchange translation gains or losses on a monthly basis through foreign currency translation of foreign currency receivables and payables using the temporal method. At present, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. For the year ended April 30, 2010, the Company had a net operating foreign exchange loss of $5,329 [2009 $7,157], which is included in the statements of operations, comprehensive loss and deficit and is classified separately. Increases in the value of the Canadian dollar can reduce net income and declines can result in increased net income (loss). Based on the net income (loss), a +/-1% change in the key foreign currencies would, everything else being equal, have had the following effect on the Company's reported net loss for the year ended April 30, 2010: Year ended April 30, 2010 average exchange rate Increase/decrease of 1% United States dollar 1.07 $4,456 European Euro 1.52 $3,979 The table below presents the percentages of the Company's accounts receivable and accounts payable and accrued liabilities that are denominated in US dollars and European Euros. As at April 30, 2010 As at April 30, 2009 US$ Euro US$ Euro % % % % Accounts receivable Accounts payable and accrued liabilities During the years ended April 30, 2010 and 2009, the following percentages of the revenue and expenses were earned or incurred in US dollars and European Euros: Year ended April 30, 2010 Year ended April 30, 2009 US$ Euro US$ Euro % % % % Revenue Expenses

16 As at April 30, 2010, the Company s Balance Sheet financial instruments exposed to foreign currency risk consist of cash, accounts receivable and accounts payable. A +/-1% change in the key foreign currencies would, everything else being equal, have an immaterial effect on the Company's reported net loss for the year ended April 30, Commodity price risk At present, the Company is exposed to commodity price risk through its purchasing of raw materials as it uses aluminum as its primary raw material. Metal prices and international commodity quotations are external variables over which the Company has no significant influence or control. This potentially exposes the Company to price volatilities that could significantly impact its future operating cash flows. As part of its routine activities, management is closely monitoring the trend in international metal prices. At present, the Company does not use derivative instruments to reduce its exposure to commodity price risk. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. As of April 30, 2010, the Company was holding cash and cash equivalents of $492,523 and accounts receivable of $127,174. All of the Company s undiscounted contractual maturities of financial liabilities as at April 30, 2010 are classified as current liabilities. See note 1 regarding the Company s ability to continue as a going concern. Interest rate risk Interest rate risk is the risk that interest-bearing financial instruments will vary in value due to the variability of the interest rate. The Company s cash is invested in short-term highly liquid investments that pay interest directly related to the prevailing market interest rate and as such exposes the Company to some interest rate and cash flow risk on this financial instrument. Credit risk Credit risk arises from cash and cash equivalents and restricted cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The Company is not exposed to significant credit risk arising from accounts receivable in view of the limited amount of accounts receivable outstanding at the reporting date. As at April 30, 2010, the largest amount due from one customer amounted to 44% ( %) of the Company s total accounts receivable. Substantially all of the Company s trade accounts receivable was current and were received subsequent to year end. 16

17 9. INCOME TAXES [a] The components of the Company's future tax assets (liabilities) are as follows: $ $ Future Tax Assets Non-capital losses carried forward 2,244,639 1,674,883 Scientific research and experimental development expenditures 60,411 85,764 Investment tax credits 69,488 60,543 Share issue costs 167, ,390 Licenses and technology rights 1,439,765 1,251,364 Gross future tax assets 3,982,111 3,227,944 Valuation allowance (3,945,599) (3,147,727) Net Future Income Tax Asset 36,512 80,217 Future Income Tax Liability Property, plant and equipment (36,512) (80,217) Net future tax asset - - The Company has available scientific research and experimental development expenditures for income tax purposes, which may be carried forward indefinitely to reduce future years' taxable income. The total of such tax credits accumulated to April 30, 2010 is approximately $241,643 [ $85,764]. At April 30, 2010, the Company has tax losses for Canadian tax purposes of $8,978,558 [ $5,775,458] of which $3,173,597 expire in 2030 and the balance in 2029, 2028 and These losses can be used to offset future years' Canadian taxable income. The Company also has unclaimed Canadian scientific research investment tax credits of $69,488 [ $60,543] of which $7,670 expire in 2030 and the balance in 2029, 2028 and The investment tax credits can be used to offset future years' Canadian federal taxes payable. [b] The provision for income taxes is summarized as follows: $ $ Recovery of income taxes at statutory rate (31.55% ( %)) (1,593,794) (1,535,485) Permanent differences and other 795, ,900 Benefit of future tax assets not recognized 797,872 1,186, SHARE CAPITAL [a] The Company is authorised to issue an unlimited number of common shares. [b] On April 19, 2010, the Company closed a private placement for gross proceeds of $2,784,738 and incurred $259,905 of transaction costs. The Company issued a total of 11,558,378 units, each unit comprised of one common share and one common share purchase warrant, and 3,912,388 subscription receipts. The subscription receipts will be exercised into an equal number of units upon the Company receiving shareholder approval [the Approval ] for the issuance of the units underlying the subscription receipts. The offering was priced at $0.18 for each unit or subscription receipt respectively. Each common share purchase warrant expires on April 18, 2012 and is exercisable as follows: $0.25 per common share up to April 18, 2011 and $0.35 per common share from April 19, 2011 until April 18, The agents of the private placement received a cash fee of $100,911 and 328,336 compensation options. The compensation options provide that each option is exercisable for one 17

18 common share and have an exercise price of $0.18 per common share and expire on April 18, A value of $0.08 was ascribed to the common share purchase warrants while a value of $0.11 was ascribed to the compensation options. As the proceeds from the issuance of the subscription receipts will have to be refunded if the Approval is not received, the amount was recorded as a liability on the balance sheet as at April 30, Of the total proceeds, $714,230 was held in escrow as at April 30, 2010 pending the Approval and has been recorded as restricted cash on the balance sheet. [c] On April 30, 2009, the Company closed a private placement for gross proceeds of $2,639,024 and incurred $361,972 of transaction costs. The Company issued a total of 8,490,994 units, each unit comprised of one common share and one common share purchase warrant, and 10,359,181 subscription receipts. At April 30, 2009, the subscription receipts were to have been exercised in fiscal 2010 into an equal number of units upon the Company receiving shareholder approval [the Approval ] for the issuance of the units underlying the subscription receipts. The offering was priced at $0.14 for each unit or subscription receipt respectively. Each common share purchase warrant expires on April 30, 2011 and is exercisable as follows: $0.25 per common share up to April 30, 2010 and $0.35 per common share from May 1, 2009 until April 30, The agents of the private placement received a cash fee of $170,785 and 1,067,000 compensation options. The compensation options provide that each option is exercisable for one common share and have an exercise price of $0.14 per common share and expire on October 31, As the proceeds from the issuance of the subscription receipts were to be refunded if the Approval was not received, the amount was recorded as a liability on the balance sheet as at April 30, Of the total proceeds, $1,375,913 was held in escrow as at April 30, 2009 pending the Approval and was recorded as restricted cash on the balance sheet. Included in prepaids and sundry receivables is $93,018 related to the private placement which was collected subsequent to year end. [d] On July 28, 2009, shareholders approved the conversion of subscription receipts issued as part of the private placement that closed on April 30, As a result, the Company issued a total of 10,359,181 units, each unit comprised of one common share and one common share purchase warrant. The compensation options were released after Approval and provide that each option is exercisable for one common share and have an exercise price of $0.14 per common share and expire on October 31, A value of $0.04 was ascribed to the common share purchase warrants while a value of $0.07 was ascribed to the compensation options. [e] Shares are provided to various parties for legal and directors services and are valued at the fair value of shares at the earliest of when the services are complete, a commitment of services has been determined or the date at which the shares are issuable and non-forfeitable. [f] The aggregate number of shares reserved for issuance under the terms of the Company s stock option plan is 17,148,340 [ ,148,103]. The Company s stock option plan provides that the exercise price of options that may be granted cannot be less than the market price of the Company's common shares at the time the option is granted. Options granted may be exercised during a period not exceeding five years. The vesting period of plan options granted is at the discretion of the Company's Board of Directors at the time of grant. All plan options granted during fiscal 2010 and 2009 vested as to 34% on the date of grant, 33% on the first anniversary of the date of grant, 33% on the second anniversary of the date of grant except for the following: 500,000 options granted in 2010 to a consultant have full vesting on January 28, 2010; 150,000 options granted in 2010 have full vesting on June 9, 2009; 176,400 options granted in 2010 to a consultant have full vesting on May 5, 2009; 950,000 options granted in 2009 have full vesting on April 30, 2009; 375,000 options granted to a consultant for services in These options were granted and became fully vested on April 20, 2009; 500,000 options granted in 2009 were fully vested on November 1, 2008; 1,516,000 options granted to employees during fiscal 2009 were recorded in the financial statements using the year-end date as the measurement date on the basis that the vesting terms of these options were based on 18

19 certain performance criteria which was not established at April 30, Vesting on these options was determined in fiscal 2010 and has been accounted for accordingly. The details of the changes in the number of stock options outstanding as at April 30, 2010 and 2009 are as follows: Weighted Weighted Number average Number average.. of exercise of exercise options price options price # $ # $ Outstanding, beginning of year 11,642, ,418, Granted 2,901, ,725, Exercised (2,204,500) Expired (962,000) 0.25 (5,500,908) 0.23 Outstanding, end of year 11,377, ,642, Options exercisable, end of year 8,829, ,134, The following table summarizes information about stock options outstanding and exercisable as at April 30, 2010: Options Outstanding Options exercisable Exercise Number Contractual Weighted average Number Weighted average prices outstanding life exercise price exercisable exercise price $ # years $ # $ ,175, ,719, ,712, ,644, ,385, ,360, , , ,377, ,829, The fair value of the options granted was estimated at the date of grant using the Black-Scholes option pricing model using the following assumptions and is amortised into the financial statements on a straight-line basis over the stock options vesting periods Weighted average assumptions: Risk free interest rate 2.4% 2.3% Dividend Yield 0% 0% Volatility 138% 136% Expected option life 5 years 5 years Fair value $0.20 $0.10 During the year ended April 30, 2010, the Company recognized $544,102 [ $603,434] of stock-based compensation expense in selling, general and administrative costs. [g] The Company has not paid dividends on its common shares. According to the terms of the TPC Agreement, the Company is restricted from paying dividends that would prevent it from implementing its business plan filed with TPC with respect to the development of SAF or that would prevent it from making the royalty payments required under the TPC Agreement. 19

20 11. CAPITAL RISK MANAGEMENT The Company s objectives when managing capital are to ensure that there is adequate capital to achieve its business objectives in order to provide returns for shareholders and benefits for other stakeholders and to maintain a conservative capital structure. The Company s capital is composed of shareholders equity, and is not subject to any capital requirements imposed by a regulator. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue shares, acquire or dispose of assets, and adjust the amount of cash and cash equivalent balances. 12. COMMITMENTS AND CONTINGENCIES [a] As at April 30, 2010, the future minimum annual lease payments under operating leases in aggregate for each of the next four fiscal years are as follows: $ , , , ,298 [b] The Company has entered into product co-development agreements with certain companies whereby the Company has agreed to exclusively supply certain products upon completion of their development. In relation to the exclusivity, the Company has also agreed to not develop these same products with any other companies on a limited basis. In conjunction with these agreements, the Company may enter into financial commitments in future years. [c] The Company is involved in a claim with a former sales agent for commission outstanding. Cymat believes that the claim is unwarranted. Subsequent to year-end, the Company has filed a counterclaim for a refund of payments against the sales agent. It is Cymat's intention to defend its position in this matter and does not expect any material impact on the Company's financial statements. [d] The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position or liquidity except as described in note RECLASSIFICATION OF COMPARATIVE FIGURES The comparative financial statements have been reclassified from statements previously presented to conform to the presentation of the current year financial statements. 20