Unaudited Interim Consolidated Financial Statements March 31, West African Iron Ore Corp. (formerly Westward Explorations Ltd.

Transcription

1 Unaudited Interim Consolidated Financial Statements March 31, 2011 West African Iron Ore Corp.

2 NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS These accompanying unaudited interim consolidated financial statements for West African Iron Ore Corp. have been prepared by and are the responsibility of the Company s management. The Company s independent auditor has not performed a review of these interim consolidated financial statements.

3 Interim consolidated balance sheets March 31, September Assets Current assets Cash $ 6,892,082 $ 224,547 Short-term investments (Note 6) 4,950,000 5,850,000 Accounts Receivable (Note 7) 5,093,452 23,018 Prepaid expenses 390,640-17,326,174 6,097,565 Non-Current Assets Property, Plant & Equipment (Note 8) 404,136 - Mineral Properties (Note 5 & 9) 14,670,023 - $ 32,400,333 $ 6,097,565 Liabilities Current liabilities Accounts payable and accrued liabilities $ 1,862,510 $ 13,501 Loan Payable (Note 10) 2,790,414-4,652,924 13,501 Non-Current Liabilities Future income taxes (Note 5) 3,967,000-8,619,924 13,501 Shareholders' equity Share capital (Note 11(b)) 28,632,292 12,452,949 Contributed surplus (Note 11(b)) 4,748, ,309 Deficit (9,600,653) (7,295,194) 23,780,409 6,084,064 $ 32,400,333 $ 6,097,565 Nature and continuance of operations (Note 1) Subsequent events (Note 18) Approved by the Board of Directors: "Guy Duport" Director "Harald Ludwig" Director 1

4 Interim consolidated statements of operations, comprehensive loss and deficit Three months ended, Six months ended, March 31, March 31, Expenses Consulting and management $ 92,530 $ 15,000 $ 107,530 $ 30,000 Office and administration 6,368 3,063 9,475 6,143 Professional fees 39,840 7,766 52,276 14,766 Regulatory and transfer agent 8,643 2,299 14,272 6,896 Stock-based compensation (Note 11(b)) 1,559,229-2,148,004 - $ (1,706,610) $ (28,128) $ (2,331,557) $ (57,805) Other Items Foreign Exchange Loss (20,139) - (20,139) - Interest income $ 27,656 $ 2,220 $ 46,237 $ 4,488 Loss and comprehensive loss for the period (1,699,093) (25,908) (2,305,459) (53,317) Deficit, beginning of period (7,901,560) (7,237,963) (7,295,194) (7,210,554) Deficit, end of period $ (9,600,653) $ (7,263,871) $ (9,600,653) $ (7,263,871) Basic and diluted loss per share $ (0.02) $ (0.00) $ (0.02) $ (0.00) Weighted average number of common shares outstanding basic and diluted 105,445,215 62,492, ,047,163 62,392,548 2

5 Interim consolidated statements of cash flows. Three months ended, Six months ended, March 31, March 31, Operating activities Loss for the period $ (1,699,093) $ (25,908) $ (2,305,459) $ (53,317) Item not involving cash Stock-based compensation 1,559,229-2,148,004 - Changes in non-cash working capital items: Accounts receivable (929,392) (1,751) (946,790) (4,239) Accounts payable and accrued liabilities 459,920 (11,070) 465,799 (3,427) (609,336) (38,729) (638,446) (60,983) Investing activities Redemption of short-term investments 900, ,000 - Acquisition of Sky Alliance Resources Guinea, net of cash acquired (Note 5) (1,242,339) - (1,242,339) - (342,339) - (342,339) - Financing activities Proceeds on share issuance (Note 11(b)) ,000 - Proceeds on warrant exercices (Note 11(e)) - 99,000-99,000 Net proceeds from private placement 7,618,320-7,618,320-7,618,320 99,000 7,648,320 99,000 Increase in cash 6,666,645 60,271 6,667,535 38,017 Cash, beginning of period 225, , , ,233 Cash, end of period $ 6,892,082 $ 218,250 $ 6,892,082 $ 218,250 Supplemental cash flow information Interest paid $ - $ - $ - $ - Income taxes paid $ - $ - $ - $ - Non-cash acquitision cost Shares issued to Endeavour Financial $ 117,800 $ - $ 117,800 $ - Non-cash investing activities Shares issued to SARI $ 5,800,000 $ - $ 5,800,000 $ - 3

6 1. NATURE AND CONTINUANCE OF OPERATIONS West African Iron Ore Corp. (formerly Westward Explorations Ltd. or the Company ) was incorporated under the Company Act in the Province of British Columbia on December 9, 1987 and was seeking opportunities in the natural resource sector until March 30, On March 31, 2011(the Closing Date ), the Company completed its acquisition of all the issued and outstanding shares of Sky Alliance Ressources Guinee SA ("SAR Guinee") (the " SAR Guinee Acquisition"). Following the closing of the transaction, the Company changed its name to West African Iron Ore Corp. and its shares resumed trading on April 01, 2011 on the TSX Venture Exchange ( TSX-V ) under the symbol WAI. The Company s shares were halted from trading on December 21, 2010 in connection with the pending completion of the Company s change of business transaction in accordance with the policies of the TSX-V. The Company is a now a mineral exploration and development company focusing on exploring and developing iron ore properties located in the Republic of Guinea under exploration licenses granted by local authorities. The Company has not generated significant revenues from operations. These financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company s ability to continue on a going concern basis depends on its ability to successfully raise additional financing to continue operations and, ultimately, on attaining profitable operations. These financial statements do not reflect adjustments that would be necessary if the going concern assumptions were not appropriate. During the quarter ended March 31, 2011, the Company raised funds from private placements, and Management estimates that the Company has sufficient working capital to meet anticipated expenditures for at least the ensuing year. Although there is no certainty, management is of the opinion that additional funding for future projects and operations can be raised as needed. 2. BASIS OF PRESENTATION These interim period financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles ( GAAP ). The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements except as disclosed in Note 3 and 4. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with ( GAAP ), has been condensed or omitted. These interim period statements should be read together with the Company s most recent audited financial statements and the accompanying notes. In the opinion of the Company, these unaudited interim financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim period presented. 4

7 3. SIGNIFICANT ACCOUNTING POLICIES The Company follows the significant account policies used in the preparation of its annual financial statements in addition to the following policies adopted during the period: (a) Basis of consolidation and presentation The consolidated financial statements incorporate the financial statements of the Company and its wholly-owned subsidiary Sky Alliance Ressources Guinee SA ("SAR Guinee"). The results of subsidiaries acquired during the period are included in the consolidated income statement from the effective date of acquisition. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. (b) Mineral properties Exploration costs, net of incidental revenues, are charged to operations in the period incurred until it has been determined that a property has economically recoverable reserves: subsequent exploration costs and the costs incurred to develop a property are capitalized. The Company capitalizes all direct costs related to the acquisition of mineral property interests including option payments under acquisition agreements on a property by property basis. The amounts shown for mineral properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development, and future profitable production or proceeds from the disposition thereof. (c) Property plant and equipment Property and equipment are stated at cost less accumulated amortization and are amortized over their estimated useful service lives using the straight-line method at the following rate : Computer & Telecommunication Software Office Furniture Equipment Motor vehicles 3 years 3 years 10 years 3 to 10 years 5 years 5

8 3. SIGNIFICANT ACCOUNTING POLICIES (continued) (d) Foreign currency transactions and integrated foreign subsidiaries The Company's functional currency is the Canadian dollar. Transactions denominated in foreign currencies are translated at the rates in effect at the time of the transaction. The Company's foreign subsidiaries are accounted for as integrated foreign operations and are translated into Canadian dollars using the temporal method. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect at the balance sheet date. Non-monetary items are translated at rates of exchange in effect when the assets were acquired or obligations incurred. Revenues and expenses are translated at exchange rates prevailing at the time of the transaction. Foreign exchange gains and losses arising from translation are included in the statement of operations. (e) Use of Estimates The preparation of financial statements in conformity with Canadian GAAP requires the Company s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas where estimates are used include, but are not limited to, stock-based compensation, share purchase warrant valuation assumptions, future income tax asset valuation allowance, the determination of impairment of assets, going concern assessment, useful lives for depreciation and amortization. Actual results could differ from those estimates. By their nature, these estimates are subject to measurement uncertainty, and the impact on the financial statements of future changes in such estimates could be material. (f) Impairment of long-lived assets The Company reviews the carrying amount of its tangible and intangible assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the undiscounted future cash flows expected to result from the use and eventual disposition of the asset are less than the asset's carrying amount, the asset is considered to be impaired. An impairment loss is measured and recorded based on the amount by which the carrying amount of the asset exceeds its fair value, which is determined with reference to discounted estimated future cash flows or recent transactions involving dispositions of similar assets. A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Management regularly reviews the net carrying value of each mineral property. Where events or changes in circumstances suggest impairment, estimated future cash flows are calculated using estimated future prices, proven and probable reserves, value beyond proven and probable reserves, probability weighted outcomes and operating capital reclamation costs on an undiscounted 6

9 3. SIGNIFICANT ACCOUNTING POLICIES (continued) (f) Impairment of long-lived assets (continued) basis. If it is determined that the future cash flows are less than the carrying value, a write down to the estimated fair value is expensed in the period. The Company presently has no proven or probable reserves. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if carrying values are recoverable. If the carrying values exceed fair value, then the property is written-down to estimated fair value, with the write down expensed in the period. (g) Asset retirement obligations The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred or when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation. The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset. The Company does not have any significant asset retirement obligations. (h) Cash and cash equivalents Cash and cash equivalents are classified as held for trading and are valued at their fair market value. Cash and cash equivalents include all cash on hand and balances with banks as well as highly liquid short-term investments with original maturities of three months or less or cashable without penalties. (i) Valuation of equity instruments issued in a private placement The Company has adopted the pro-rata basis method for the measurement of common shares and share purchase warrants issued as private placement units. The pro-rata basis method requires that gross proceeds and related share issuance costs be allocated to the common shares and the warrants based on the relative fair value of the components. The fair value attributed to the warrant is recorded in contributed surplus. If the warrant is exercised, the value attributed to the warrant is transferred to common share capital. 7

10 4. CHANGES IN ACCOUNTING POLICIES (a) Changes in Accounting Policies, Including Initial Adoption Business Combinations In January 2009, the CICA issued Section 1582, Business Combinations, which replaces former guidance on business combinations. Section 1582 establishes principles and requirements of the acquisition method for business combinations and related disclosures. In addition, the CICA issued Sections 1601, Consolidated Financial Statements, and 1602, Non-Controlling Interests, which replace the existing guidance. Section 1601 establishes standards for the preparation of consolidated financial statements, while section 1602 provides guidance on accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. These statements apply prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011 with earlier application permitted. Effective October 1, 2010, the Company adopted all three sections. (b) Recent Canadian Accounting Pronouncements International Financial Reporting Standards ( IFRS ) In February 2008, the CICA Accounting Standards Board confirmed that International Financial Reporting Standards ( IFRS ), will replace Canada s current GAAP for publicly accountable profit-oriented enterprises for financial years beginning on or after January 1, 2011 (the Changeover Date ). The Company s first mandatory filing under IFRS, which will be the quarter, ended December 31, 2011, will contain IFRS compliant information on a comparative basis, as well as reconciliations for that quarter and as at the October 1, 2010 transition date. 5. ACQUISITION OF SAR Guinee Effective March 31, 2011, the Company completed the acquisition of 100% of the issued and outstanding shares of SAR Guinee. The parent company of SAR Guinee, Sky Alliance Resources Inc. ( SARI ) has sold all of the issued and outstanding shares of SAR Guinee to the Company and SAR Guinee is now a wholly-owned subsidiary of the Company. SAR Guinee is a recently formed company that is engaged in the acquisition, exploration and development of iron ore prospects in the Republic of Guinea. SAR Guinee holds (i) the Forécariah Permits, and (ii) the Kérouané Permit. Under the terms of the transaction, the Company has paid US$1 million in cash and issued 24.5 million Common Shares of the Company to SARI on Closing. Following Closing, the Company has agreed to the following contingent considerations: a. issue to SARI an additional 16 million Common Shares and pay US$1,000,000 when a greater than 750 million tonne National Instrument compliant iron-ore resource (of 8

11 5. ACQUISITION OF SAR Guinee (continued) which a minimum 20% must be an indicated resource) with an average magnetite concentrate grade of at least 63% Fe is established on SAR Guinee's tenements for its Forécariah and Kérouane permits in the Republic of Guinea (collectively, the "Property") by a mutually agreed independent technical consultant; b. issue to SARI an additional 40 million Common Shares and pay US$1,500,000 when a greater than 2 billion tonne NI compliant iron-ore resource (of which a minimum 20% must be an indicated resource) with an average magnetite concentrate grade of at least 63% Fe is established on the Property by a mutually agreed independent technical consultant; c. issue to SARI an additional 50 million Common Shares when a greater than 3 billion tonne NI compliant iron ore resource (of which a minimum 20% must be an indicated resource) with an average magnetite concentrate grade of at least 63% Fe is established on the Property by a mutually agreed independent technical consultant, and grant to SARI a 1% gross royalty (the "Royalty") on production of all minerals from the Property. SARI shall have the right to sell the Royalty at any time subject to an option held by the Company to repurchase the Royalty at any time within one year after commencement of commercial production from the Property in consideration for US$300 million in cash; and d. issue to SARI an additional 10 million Common Shares for each additional 500 million tonnes NI compliant iron ore resources (of which a minimum 20% must be an indicated resource) with an average magnetite concentrate grade of at least 63% Fe established on the Property by a mutually agreed independent technical consultant, up to a maximum of 120 million additional Common Shares. The additional shares referenced in the foregoing paragraphs are issuable at any time up to March 31, The Company has also agreed to cause the reimbursement of loans in the amount of US$2.87 million (Note 10), which are amounts previously lent by directors of SARI to SAR Guinee. Endeavour Financial Corporation was issued 490,000 common shares and paid a fee of US$20,000 in relation to the SAR Guinee Acquisition pursuant to the terms of its mandate agreement with the Company. In addition, effective on closing, the Company has granted 11,615,755 additional incentive stock options to new directors, officers and consultants at $0.38 per share for periods of five and ten year (Note 11 (d)). The transaction has been accounted for as an asset purchase of mineral property interests with the Company acquiring control of SAR Guinea on March 31, The consideration transferred for the acquisition of SAR Guinee has been measured at fair value of the assets acquired and liabilities assumed, based on management s best estimate and taking into account all available information at the time of acquisition. The actual fair value of all assets and liabilities acquired is still under review and might change materially as further analysis is being 9

12 5. ACQUISITION OF SAR Guinee (continued) completed. As this transaction is considered an acquisition of assets, contingent consideration is recorded on the date of purchase to the extent it is determined as likely to be payable. At this point, there is not enough information available to determine if the contingent considerations are likely or not to be achieved and therefore no contingent liability has been recorded. The purchase price allocation is summarized as follows: Cost of purchase: 24,500,000 common shares of West African Iron Ore Corp. 5,880,000 Cash payment 967,120 Transaction costs 519,385 7,366,505 Allocated to: Cash 126,566 Amounts receivable 26,180 Prepaid expenses 390,640 Equipment 404,136 Non-current amounts receivable 785 Account payable and accrued liabilities (4,284,825) Mineral properties 14,670,023 Future income taxes (3,967,000) 7,366,505 The determination of the value of the common shares issued as consideration has been calculated based on the proceeds of the private placement of March 31, 2011 described in Note 11(b). The common shares have been valued at $0.24 per share based on the relative fair value of the common shares and warrants issued in the private placement. The determination of the value of the warrants issued in the private placement exchange has been calculated using the Black-Scholes option pricing model based on the following weighted average assumptions: risk-free rate of 2.60%, expected life of 5 years, expected volatility of 25% and dividend yield of 0%. 6. SHORT-TERM INVESTMENTS As at March 31, 2011, short-term investments consisted of term deposits held at a large international financial institution with an interest rate of prime minus 1.75% per annum and maturity dates of May 2, 2011 ($3,850,000) and July 4, 2011 ($1,100,000). The term deposits are redeemable, in full or in part, at any time prior to maturity at the option of the Company with no penalty. As at March 31, 2011, accrued interest on short-term investments totalled $47,183 (September 30, 2010: $18,755), the amount of which was included in receivables and prepaid expenses in the balance sheet. 10

13 7. ACCOUNTS RECEIVABLE March 31, 2011 September 30, 2010 Financing Receivable 4,981,680 - GST/HST receivable in Canada 37,625 4,263 VAT recoverable in Guinea 26,180 - Accrued Interest 47,182 18,755 Other Receivables 785-5,093,452 23,018 The financing receivable of $4,981,680 from the $12,600,000 private placement was received in full on April 11, PROPERTY, PLANT AND EQUIPMENT Cost Computer & Telecommunication $ 13,467 Software 20,063 Office Furniture 5,499 Motor Vehicles 299,926 Equipment 65,181 $ 404,136 The Company has determined that the fair value of property, plant and equipment acquired at the Transaction date was equal to its carrying value on March 31, MINERAL PROPERTIES On March 31, 2011, the Company acquired the Forécariah Permits and the Kérouané Permit in the Republic of Guinea. As a result of this acquisition, a total of $14,670,023 was allocated to Guinea s mineral property interests (Note 5). 10. LOAN PAYABLE As part of the transaction with SARI, the Company has agreed to cause the reimbursement of $2,790,414 previously lent by directors of SARI to SAR Guinee to fund the initiation of the exploration program. 11

14 11. SHARE CAPITAL AND CONTRIBUTED SURPLUS (a) Authorized Unlimited number of common shares with no par value Unlimited number of preferred shares with no par value (b) Issued and fully paid common shares Number of Contributed Shares Amount surplus Balance, September 30, ,392,548 $ 7,559,549 $ 1,622,209 Exercise of warrants (Note 11(e)) 41,975,000 4,893,400 (695,900) Balance, September 30, ,367,548 12,452, ,309 Exercise of stock options (Note 11(d)) 300,000 45,000 (15,000) Stock options granted (Note 11(d)) ,775 Balance, December 31, ,667,548 12,497,949 1,500,084 Private placement 45,000,000 10,800,000 1,800,000 Shares and warrants issue costs - (663,257) (110,543) Shares issued to SARI 24,500,000 5,880,000 - Shares issued as finders fee 490, ,600 - Stock options granted (Note 11(d)) - - 1,559,229 Balance, March 31, ,657,548 28,632,292 4,748,770 During the quarter ended March 31, 2011, concurrently with the SAR Guinee Acquisition, the Company completed a non-brokered private placement of 45,000,000 units at a price of $0.28 per unit for gross proceeds of $12,600,000 (the "Private Placement"). Each unit consists of one common share of the Company and one warrant to purchase one additional common share of the Company at $0.57 per share until March 31, The securities issued pursuant to the Private Placement are subject to a hold period expiring August 1, Finder's fees of $756,000 were paid in connection with the Private Placement. Management recorded the fair value of the attached warrants at $1,800,000 using the Black-Scholes option pricing model. (c) Escrow shares Pursuant to the acquisition of SAR Guinee and an escrow agreement dated March 31, 2011, 22,050,000 of the 24,500,000 common shares issued to SARI as part of the transaction are held in escrow, with 3,675,000 shares to be released every six months after March 31, Escrow shares may not be transferred, assigned or otherwise dealt without the consent of the TSX-V. The release from escrow of these Common Shares may be accelerated if the Corporation is classified as a Tier 1 issuer on the Exchange. 12

15 11. SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued) (d) Stock options The Company has a stock option plan that provides for the granting of options to executive officers and directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common stock of the Company (the Plan ). The exercise price of each option equals the market price of the Company's stock as calculated on the date of grant. The options vest on granting or over a two years period and expire no later than ten years after the date of grant. A summary of the change in stock options is presented below: Weighted average Weighted average Outstanding exercise price Exercisable exercise price Balance, September 30, 2009 and ,400,000 $ ,400,000 $ 0.27 Exercised (300,000) (0.10) (300,000) (0.10) Granted 2,750, ,750, Balance, December 31, ,850, ,850, Granted 11,615, ,538, Balance, March ,465,755 $ ,388,585 $ 0.34 On October 19, 2010, the Company granted 2,750,000 stock options to directors, officers and charities with an exercise price of $0.29, exercisable until October 19, On March 31, 2011, the Company granted 11,615,755 stock options to directors, officers and consultants with an exercise price of $ ,000 stock options are exercisable for a period of five years and the remaining options are exercisable for a period of ten years, until March 31, Using the Black-Scholes fair value method for stock-based compensation, the value of the stock options that were granted during the six months ended March 31, 2011 was $2,148,004 (2010: nil) or $0.15 per option (2010: nil), which has been recorded in the statement of operations as stockbased compensation. The following assumptions were used in the fair value calculation of the stock options: March 31, 2011 October 19, 2010 Risk-free interest rate 2.98% 2.95% Expected life 4.7 years 10 years Annualized volatility 75% 75% Dividend rate 0.00% 0.00% During the six months ended March 31, 2011, 300,000 stock options were exercised for proceeds of $30,

16 11. SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued) (d) Stock options (continued) The following stock options were outstanding as at March 31, 2011: Remaining Remaining Weighted average contractual life Weighted average contractual life Expiry Outstanding exercise price (years) Exercisable exercise price (years) date 850,000 $ ,000 $ May 13, , , May 13, ,000, ,000, June 3, , , January 19, ,750, ,750, October 19, , , March 31, ,115, ,371, March 31, ,465,755 $ ,388,585 $ (e) Warrants During the year ended September 30, 2010, all 41,975,000 outstanding warrants were exercised for proceeds of $4,197,500. Concurrently with the SAR Guinee Acquisition, the Company completed a non-brokered private placement of 45,000,000 units at a price of $0.28 per unit for gross proceeds of $12,600,000 (the "Private Placement"). Each unit consists of one common share of the Company and one warrant to purchase one additional common share of the Company at $0.57 per share until March 31, Number of warrants Weighted average exercise price Balance, September 30, ,975,000 $ 0.10 Exercised (41,975,000) (0.10) Balance, September 30, (0.10) Issued 45,000, Balance, March 31, ,000,000 $

17 12. RELATED PARTY TRANSACTIONS The Company entered into the following transactions with related parties during the three months ended March 31, 2011: a) The amounts due to related parties include a loan payable of $2,790,414 previously lent by directors of SARI to SAR Guinee. As part of the transaction with SARI, the Company has agreed to cause the reimbursement of loans (Note 10 &18(b)). These transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties. 13. FINANCIAL INSTRUMENTS The Company s financial instruments consist of cash, short term investments, accounts receivable, accounts payable, loan payable and accrued liabilities. Cash and short term investments are classified as held-for-trading financial assets and are measured at fair value, with changes in those fair values recognized in interest income. Accounts receivable and loan payable are classified as loans and receivables and are measured at amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities and are measured at amortized cost. The carrying values of the Company's financial instruments approximate fair values because of their short terms to maturity or ability to readily convert to cash. Fair value of financial instruments CICA Handbook Section 3862, Financial Instruments - Disclosures, establishes the following three level fair value hierarchy to classify the inputs to valuation techniques used to measure fair value. Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). As at March 31, 2011 and September 2010 the Company's financial instruments measured at fair value were cash, short term investments and loan payable and were classified as Level 1 financial instruments. 15

18 14. RISK MANAGEMENT Financial Risk Management The Board of Directors has overall responsibility for the establishment and oversight of the Company s risk management framework. At March 31, 2011, cash and short-term investments were measured using level 1 of the fair value hierarchy. The fair values of short-term investments, receivables and accounts payable and accrued liabilities approximate their book values because of the short-term nature of these instruments. Financial Instrument Risk Exposure The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes. Credit Risk Credit risk arises from the potential for non-performance by counterparties of contractual financial obligations. The Company s exposure to credit risk is on its cash and short-term investments, which consist of term deposits (see Note 6). The Company reduces its credit risk by maintaining its bank accounts and term deposits at a large international financial institution. The maximum exposure to credit risk is equal to the fair value or carrying value of the financial assets. Liquidity Risk The Company s cash is invested in business accounts and term deposits which are available on demand. Management has concluded that the company has adequate financial resources to settle obligations as at March 31, Market Risk Market risk consists of interest rate, foreign exchange and price risk. The only significant market risk to which the Company is exposed is interest rate risk. The Company s cash and short-term investments earn interest at variable rates. The fair value of its portfolio is relatively unaffected by changes in short-term interest rates as a result of the short-term nature of these instruments. The Company s future earned interest is exposed to short-term rates. 15. COMMITMENTS As at March 31, 2011, the Company has entered into the following contractual commitments: Due in less than Due in Due in Due after Total 1 year 1-3 years 4-5 years 5 years Lease of premises in Vancouver $ 325,718 $ 54,286 $ 130,287 $ 130,287 $ 10,857 Lease of premises in Guinea 85,886 68,398 17, Total contractual obligations $ 411,604 $ 122,684 $ 147,775 $ 130,287 $ 10,857 None of the contractual commitments noted above are with related parties. 16

19 16. CAPITAL MANAGEMENT The Company s objective when managing capital is to safeguard the Company s ability to continue as a going concern such that it can continue to provide returns for shareholders and benefits for other stakeholders. The Company considers the items included in shareholders equity as capital. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities or return capital to its shareholders. The Company is not exposed to externally imposed capital requirements. To assess liquidity and facilitate management of its capital requirements, management prepares annual budgets and updates them as needed. The Board of Directors reviews and approves the operating budgets as well as any material transactions out of the ordinary course of business, including proposals on acquisitions or other major investments or divestitures. The Company does not pay dividends and has no long-term debt or bank indebtedness. Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable. There were no changes in the Company's capital management approach during the three months ended March 31, SEGMENTED INFORMATION The Company is engaged in one business segment, mineral exploration and development in the Republic of Guinea. The Company s has no discontinued operations. 18. SUBSEQUENT EVENTS a) On April 8, 2011, the financing receivable balance from the $12,600,000 private placement has been received in full (see Note 7). b) On April 20, 2011 as part of the transaction with SARI, the Company has reimbursed a portion of the loan between SAR Guinee to SARI. US$1,500,000 has been repaid to Directors of SARI. c) Subsequent to the period end, 350,000 stock options were exercised for proceeds totalling $87,