2 April 26, 2012 Independent Auditor s Report To the Shareholders of Blackheath Resources Inc. We have audited the accompanying financial statements of Blackheath Resources Inc., which comprise the balance sheet as at December 31, 2011 and the statements of changes in shareholders equity, loss and comprehensive loss, and cash flows for the 244-day period from incorporation on May 2, 2011 to December 31, 2011, and the related notes, which comprise a summary of significant accounting policies and other explanatory information. Management s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Blackheath Resources Inc. as at December 31, 2011 and the results of its financial performance and its cash flows for the 244-day period from incorporation on May 2, 2011 to December 31, 2011 in accordance with International Financial Reporting Standards. PricewaterhouseCoopers LLP, Chartered Accountants PricewaterhouseCoopers Place, 250 Howe Street, Suite 700, Vancouver, British Columbia, Canada V6C 3S7 T: , F: , PwC refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.
3 Emphasis of matter Without qualifying our opinion, we draw attention to Note 1 in the financial statements which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the ability of Blackheath Resources Inc. to continue as a going concern. (Signed) PricewaterhouseCoopers LLP Chartered Accountants 2
4 BALANCE SHEET AS AT 31 December ASSETS 2011 Current Cash $ 161,691 Receivables 19,418 Exploration advances (Note 4) 97, ,365 Deferred transaction costs (Note 6) 160,185 $ 438,550 LIABILITIES Current Accounts payable and accrued liabilities $ 34,234 SHAREHOLDERS EQUITY Share capital (Note 6) 617,000 Contributed surplus (Note 6) 210,304 Deficit (422,988) 404,316 $ 438,550 Nature and continuance of operations and going concern (Note 1) Commitments (Note 8) Subsequent events (Note 12) ON BEHALF OF THE BOARD: James Robertson, Director Kerry Spong, Director - See Accompanying Notes -
5 STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE 244-DAY PERIOD FROM 2 MAY 2011 (INCORPORATION) TO Share Capital (Note 6) Contributed Surplus (Note 6) Deficit Total Balance 2 May 2011 $ - $ - $ - $ - Private placement 12, ,000 Private placement 105, ,000 Private placement 500, ,000 Share-based compensation - 210, ,304 Loss and comprehensive loss for the period - - (422,988) (422,988) Balance 31 December 2011 $ 617,000 $ 210,304 $ (422,988) $ 404,316 BLACKHEATH RESOURCES INC. STATEMENT OF LOSS AND COMPREHENSIVE LOSS FOR THE 244-DAY PERIOD FROM 2 MAY 2011 (INCORPORATION) TO 244 Days to 31 December 2011 Expenses Accounting and audit $ 31,500 Exploration and evaluation (Note 4) 131,037 Filing fees 2,188 Legal fees 32,265 Office and general 383 Promotion and investor relations 351 Share-based compensation (Note 7) 210,304 Travel and accommodation 14,960 Loss and comprehensive loss for the period $ 422,988 Loss per share basic and diluted $ 0.08 Weighted-average number of shares outstanding 5,418,033 - See Accompanying Notes -
6 STATEMENT OF CASH FLOWS FOR THE 244-DAY PERIOD FROM 2 MAY 2011 (INCORPORATION) TO 244 Days to 31 December CASH RESOURCES PROVIDED BY (USED IN) 2011 Operating activities Loss for the period $ (422,988) Share-based compensation 210,304 (212,684) Changes in non-cash working capital Receivables (19,418) Exploration advances (97,256) Accounts payable and accrued liabilities 34,234 (295,124) Investing activities Deferred transaction costs (160,185) Financing activities Shares issued for cash 617,000 Change in cash for the period 161,691 Cash position - beginning of period - Cash position - end of period $ 161,691 - See Accompanying Notes -
7 1. NATURE AND CONTINUANCE OF OPERATIONS AND GOING CONCERN Blackheath Resources Inc. (the Company ) is a mineral exploration company and is considered to be in the exploration stage with respect to its mineral property interest in Portugal. Based on the information available to date, the Company has not yet determined whether its mineral property contains economically recoverable ore reserves. The Company s continuing operation is dependent upon the determination of economically recoverable reserves, the ability of the Company to obtain the financing necessary to maintain operations and successfully complete its exploration and development, and the attainment of future profitable production. The Company was incorporated under the British Columbia Business Corporations Act on 2 May 2011 and its registered office is located at 10 th Floor 595 Howe Street, Vancouver, British Columbia, Canada. These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards 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 for the foreseeable future. Several adverse conditions and material uncertainties cast significant doubt upon the validity of this assumption. Consistent with other junior exploration companies, the Company has no source of operating revenue, is unable to self-finance operations, and has significant cash requirements to maintain its mineral interest (Note 4). The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing (Note 12). While the Company has been successful in the past at raising funds, there can be no assurance that it will be able to do so in the future. These financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue. Such adjustments could be material. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES International Financial Reporting Standards ( IFRS ) and basis of presentation The Company prepares its financial statements in accordance with Canadian generally accepted accounting principles as set out in the Handbook of the Canadian Institute of Chartered Accountants ( CICA Handbook ). In 2010, the CICA Handbook was revised to incorporate IFRS, and requires publicly accountable enterprises to apply such standards effective for years beginning on or after January 1, These financial statements have been prepared in compliance with IFRS as issued by the International Accounting Standards Board. The Company s board of directors approved these financial statements for issue on April 26, Unless stated otherwise, all amounts are expressed in Canadian dollars. Basis of measurement These financial statements have been prepared under the historical cost convention.
8 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Financial instruments All financial instruments are designated to one of five categories: fair value through profit or loss, held-tomaturity investments, loans and receivables, available-for-sale financial assets, or other financial liabilities. Financial instruments designated as fair-value-through-profit-or-loss and derivatives are measured at fair value. Loans and receivables, held-to-maturity investments and other financial liabilities are measured at amortized cost. Available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income. The Company discloses the inputs used in making fair value measurements, including their classification within a hierarchy that prioritizes their significance. The three levels of inputs are: Level 1 unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 inputs that are not based on observable market data. Exploration and evaluation The Company is currently in the exploration stage with its mineral interests. Exploration and evaluation costs include the costs of acquiring licenses, option payments, costs incurred to explore and evaluate properties, and the fair value, upon acquisition, of mineral properties acquired in a business combination. Exploration and evaluation expenditures are expensed in the period they are incurred except for expenditures associated with the acquisition of exploration and evaluation assets through a business combination. Significant property acquisition costs are capitalized only to the extent that such costs can be directly attributed to an area of interest where it is considered likely that such costs will be recoverable through future exploitation or sale. Development costs relating to specific properties are capitalized once management has made a development decision. From time to time, the Company may acquire or dispose of mineral interests pursuant to the terms of option agreements. Due to the fact that options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded in the period that the payments are made or received.
9 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Restoration provisions The Company recognizes liabilities for legal obligations associated with the reclamation or rehabilitation of mineral property interests that the Company is required to settle. The Company recognizes liabilities for such obligations in the period in which they occur or in the period in which a reasonable estimate of such costs can be made. The obligation is estimated using a discounted cash flow measurement model using a risk-free discount rate and is recorded as a liability with a corresponding charge to operations. The Company has determined that it has no restoration obligations as at 31 December Foreign currency translation The Company considers its functional currency to be the Canadian dollar. Transactions denominated in foreign currencies are translated at the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the reporting date. Income taxes Current tax expense is calculated using income tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is accounted for using the liability method which recognizes differences between the carrying amounts of assets and liabilities in the financial statements and the amounts used for tax purposes. Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for all deductible temporary differences. Deferred tax assets are recognized only to the extent that sufficient taxable profits will be available against which the asset can be applied. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability will be settled or the asset realized, based on income tax rates and income tax laws that have been enacted or substantively enacted by the balance sheet date. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in the period that the substantive enactment occurs. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
10 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Share-based compensation The Company uses the fair value method whereby the Company recognizes share-based compensation costs over the vesting periods for the granting of all stock options and direct awards of stock. Any consideration paid by the option holders to purchase shares is credited to share capital. The Company uses the Black-Scholes Option-Pricing Model to estimate the fair value of its share-based compensation. The fair value of each grant is measured at the grant date and share-based compensation is recognized upon vesting. Where future vesting provisions exist, each tranche is recognized on a graded-vesting basis over the vesting period. At each reporting period-end, the amount recognized as an expense is adjusted to reflect the actual number of options that are expected to vest. Loss per share The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect is calculated on the use of the proceeds that would be obtained upon exercise of in-the-money options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. Basic loss per share is calculated using the weighted-average number of shares outstanding during the period. Unexercised stock options have not been included in the computation of diluted loss per share as their effect would be anti-dilutive. Comprehensive income (loss) Comprehensive income (loss) is the change in the Company's net assets that results from transactions, events and circumstances from sources other than the Company's shareholders and includes items that would not normally be included in net income (loss) from operations, such as unrealized gains and losses on available-for-sale investments. The Company's comprehensive income (loss) and components of other comprehensive income (loss) are presented in the statement of loss and comprehensive loss and in the statement of changes in shareholders' equity.
11 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued New accounting pronouncements In May 2011, the IASB issued the following standards which have not yet been adopted by the Company: IFRS 9, Financial Instruments - Classification and Measurement; IFRS 10, Consolidated Financial Statements; IFRS 11, Joint Arrangements; IFRS 12, Disclosure of Interests in Other Entities; IAS 27, Separate Financial Statements; IFRS 13, Fair Value Measurement; and amended IAS 28, Investments in Associates and Joint Ventures. Except for IAS 9, each of the new standards is effective for annual periods beginning on or after 1 January 2013 with early adoption permitted. The Company has not yet begun the process of assessing the impact that the new and amended standards will have on its financial statements or whether to early adopt any of the new requirements. A brief summary of these new standards follows: IFRS 9 Financial Instruments - Classification and Measurement This is the first part of a new standard on classification and measurement of financial assets that will replace IAS 39, Financial Instruments Recognition and Measurement. IFRS 9 has two measurement categories: amortized cost and fair value. All equity instruments are measured at fair value. A debt instrument is measured at amortized cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise it is measured at fair value through profit or loss. Requirements for financial liabilities were added to IFRS 9 in October Most of the requirements for financial liabilities were carried forward unchanged from IAS 39. However, some changes were made to the fair value option for financial liabilities to address the issue of own credit risk. This standard is effective for years beginning on or after January 1, IFRS 10 Consolidation IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces SIC-12, Consolidation Special Purpose Entities and parts of IAS 27, Consolidated and Separate Financial Statements. IFRS 11 - Joint Arrangements IFRS 11 requires a venturer to classify its interest in a joint arrangement as a joint venture or joint operation. Joint ventures will be accounted for using the equity method of accounting whereas for a joint operation the venturer will recognize its share of the assets, liabilities, revenue and expenses of the joint operation. Under existing IFRS, entities have the choice to proportionately consolidate or equity account for interests in joint ventures. IFRS 11 supersedes IAS 31, Interests in Joint Ventures, and SIC-13, Jointly Controlled Entities Non-monetary Contributions by Venturers. IFRS 12 Disclosure of Interests in Other Entities IFRS 12 establishes disclosure requirements for interests in other entities, such as joint arrangements, associates, special purpose vehicles, and off balance sheet vehicles. The standard carries forward existing disclosures and also introduces significant additional disclosure requirements that address the nature of, and risks associated with, an entity s interests in other entities.
12 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued New accounting pronouncements - continued IFRS 13 - Fair Value Measurement IFRS 13 is a comprehensive standard for fair value measurement and disclosure requirements for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. It also establishes disclosures about fair value measurement. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measurements and in many cases does not reflect a clear measurement basis or consistent disclosures. Amendments to other standards In addition, there have been amendments to existing standards, including IAS 27, Separate Financial Statements, and IAS 28, Investments in Associates and Joint Ventures. IAS 27 addresses accounting for subsidiaries, jointly controlled entities, and associates in non-consolidated financial statements. IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS FINANCIAL INSTRUMENTS The Company s financial instruments consist of the following: Financial Asset or Liability Cash Receivables Accounts payable and accrued liabilities Designation Loans and receivables Loans and receivables Other financial liabilities All of the Company s financial instruments are carried at amortized cost. The carrying values approximate their fair values due to the short-term nature of these instruments. The Company has no speculative financial instruments, derivatives, forward contracts, or hedges. Except as described below, it is management s opinion that the Company is not exposed to significant credit, interest rate, liquidity, or market risks in respect of these financial instruments. 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. All of the Company s cash is held through a major Canadian financial institution with a high investment grade rating. The carrying value of the financial assets recorded in these financial statements represents the Company s maximum exposure to credit risk as at 31 December The Company manages liquidity risk by maintaining cash and cash equivalent balances to ensure that it is able to meet its short and long-term obligations as and when they fall due. Cash projections are regularly updated to reflect the dynamic nature of the business. Additional information regarding liquidity risk is disclosed in Note 1.
13 4. EXPLORATION AND EVALUATION Covas, Portugal The Company has entered into an option agreement to earn up to an 85% interest in the Covas tungsten project, located in northern Portugal. The Company is the operator of the project and can earn a 70% interest by incurring exploration expenditures of 1,000,000 and an 85% interest by completing a prefeasibility study as follows: Percentage Interest Expenditures Cumulative Expenditures On or before 20 March % 300, ,000 On or before 20 March % 700,000 1,000,000 1,000,000 1,000,000 Upon earning a 70% interest in the project, the Company may earn an additional 15% interest by completing a pre-feasibility study on or before 20 March After earning an interest in the property, the Company and the optionor will form a joint venture, with dilution provisions, to further the development of the project. The Company expenses exploration and evaluation costs in the period incurred. Expenditures for the period and cumulative expenditures as at 31 December 2011 are as follows: Covas, Portugal Current Expenditures Cumulative Expenditures Camp and general $ 5,845 $ 5,845 Consulting 10,421 10,421 Geochemical 12,913 12,913 Geological 53,659 53,659 Legal, license, and taxes 43,858 43,858 Travel and accommodation 4,341 4,341 $ 131,037 $ 131,037 Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral properties. The Company has investigated the title to the Covas property and, to the best of its knowledge, title is in good standing and in accordance with the option agreement (Note 12). Exploration advances As provided by the option agreement, the Company has advanced certain funds to the optionor of the Covas project to be used to pay ongoing mineral exploration expenditures in Portugal in accordance with the Company s work programme. The balance of the advance to the optionor was $97,256 as at 31 December 2011.
14 5. CAPITAL DISCLOSURES In the management of capital, the Company considers its capital resources to be shareholders equity. The Company is in the business of mineral exploration and has no source of operating revenue. The Company has no short- or long-term debt and finances its operations through the issuance of capital stock. Capital raised is held in cash in an interest bearing bank account or guaranteed investment certificate until such time as it is required to pay operating expenses or exploration and evaluation costs. The Company is not subject to any externally imposed capital restrictions. Its objectives in managing its capital are to safeguard its cash and its ability to continue as a going concern, and to utilize as much of its available capital as possible for exploration activities. The Company s objectives have not changed during the period. Additional information regarding management of capital is disclosed in Note SHARE CAPITAL AND CONTRIBUTED SURPLUS Number of Shares Share Capital Contributed Surplus Authorized Unlimited common voting shares, without par value Issued and outstanding Balance 2 May $ - $ - Private placement 1,200,000 12,000 - Private placement 2,100, ,000 - Private placement 2,500, ,000 - Share-based compensation (Note 7) ,304 Balance 31 December ,800,000 $ 617,000 $ 210,304 Private placements In May 2011, the Company issued 1,200,000 common shares at a price of $0.01 per share for cash proceeds of $12,000 and 2,100,000 common shares at a price of $0.05 per share for cash proceeds of $105,000. In June 2011, the Company issued 2,500,000 common shares at a price of $0.20 per share for cash proceeds of $500,000. Initial public offering of shares During the period, the Company signed an engagement letter with its agent to negotiate an agency agreement for an initial public offering of six million shares of the Company at a price of $0.35 per share for gross proceeds of $2,100,000. The agreement provides for the agent to receive a 7% cash commission and agent s options equal to 7% of the shares sold. Each agent s option will entitle the agent to purchase one common share of the Company at a price of $0.35 for 12 months after the closing of the initial public offering. The Company paid a corporate finance fee of $25,000 and advanced $15,000 towards legal fees in accordance with the agreement (Note 11).
15 6. SHARE CAPITAL AND CONTRIBUTED SURPLUS - continued Escrow shares and seed share resale restrictions The Company has signed an escrow agreement with its directors, and certain parties related to its directors, that provides for 4,555,000 shares to be held in escrow. Subject to certain additional restrictions imposed by the TSX Venture Exchange, the escrow shares will be released as to 10% upon completion of its initial public offering and listing of its common shares on the TSX Venture Exchange, and the balance in equal tranches of 15% at six month intervals over the ensuing 36 months. In addition, 1,245,000 seed shares issued to arm s length shareholders are subject to certain resale restrictions in accordance with TSX Venture Exchange policy. Deferred transaction costs The Company has incurred costs totalling $160,185 in respect of its efforts to raise equity capital through an initial public offering on the TSX Venture Exchange. These costs include a corporate finance fee and legal costs paid to its sponsor, filing fees paid to the various regulatory bodies, and legal fees paid to the Company s counsel. These costs have been deferred and will be recorded as share issuance costs upon completion of the initial public offering. Should the initial public offering not close as contemplated, these costs will be expensed in the period that the transaction is abandoned (Note 11). 7. STOCK OPTIONS The Company has an incentive stock option plan (the "Plan") which complies with the rules set forth by the TSX Venture Exchange limiting the total number of incentive stock options to 10% of the issued common shares, and providing that at no time may more than 5% of the outstanding issued common shares be reserved for incentive stock options granted to any one individual. The Plan provides for the issuance of options to directors, officers, employees and consultants of the Company and its subsidiary to purchase common shares of the Company. Stock options may be granted at the discretion of the board of directors, exercisable for a period not to exceed ten years. Stock option transactions are summarized as follows: Number Weighted Average Exercise Price Outstanding 2 May $ - Granted 800,000 $ 0.35 Outstanding - 31 December ,000 $ 0.35 Exercisable 31 December ,000 $ 0.35
16 7. STOCK OPTIONS - continued At 31 December 2011, the Company had outstanding stock options enabling holders to acquire common shares as follows: Number of Shares Exercise Price Expiry Date Share-based compensation 800,000 $ July 2016 The following table presents information relating to incentive stock options granted to directors and officers of the Company during the period ended 31 December Total options granted 800,000 Average exercise price $ 0.35 Estimated fair value of options granted $ 210,304 Estimated fair value per option $ 0.26 The fair value of the share-based compensation to be recognized in the accounts has been estimated using the Black-Scholes Option-Pricing Model with the following weighted-average assumptions: Risk-free interest rate 2.27% Expected dividend yield 0.00% Expected stock price volatility 100% Expected option life in years 5.00 All options granted during the period vested immediately upon grant. The Company has recorded share-based compensation for the period as follows: Number of options vested in period 800,000 Compensation recognized in period $ 210,304 All share-based compensation recognized in the period relates to options granted to directors, officers, and key management personnel. 8. COMMITMENTS The Company has signed management and administration contracts with two of its directors. The agreements call for aggregate payments of $13,000 per month to commence on the first day of the month in which the Company completes its initial public offering. The agreements provide for severance payments representing 12 months service should the contracts be terminated without cause.
17 9. INCOME TAXES The Company has non-capital tax losses and mineral exploration expenditures that are available for carry forward to reduce taxable income of future years. Details of income tax expense for the period are as follows: 31 December 2011 Loss before income taxes for accounting purposes $ (422,988) Statutory rate 26.5% Expected tax recovery for the period (112,092) Non-deductible items 55,731 Effect of change in substantively enacted rates 3,190 Unrecognized benefit of losses and expenditures 53,171 Tax recovery for the period $ - Deferred income taxes reflect the net effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income tax assets have not been recognized in respect of these items because it is not currently considered probable that future taxable profits will be available against which the Company can utilize the benefits of these assets. The significant components of the Company s unrecognized deferred income tax assets are as follows: 31 December 2011 Unrecognized deferred income tax assets Non-capital loss carry-forwards $ 20,412 Mineral exploration expenditures 32,759 $ 53,171 The Company s deferred tax assets include approximately $81,000 of Canadian non-capital loss carry-forwards that expire in 2031 and approximately $131,000 of foreign resource related expenditures that may be carried forward indefinitely and used to reduce prescribed Canadian taxable income in future years. 10. SEGMENTED INFORMATION The company currently operates in only one operating segment, that being the mineral exploration industry. The Company s corporate offices are located in Canada and its mineral exploration activities are currently conducted in Portugal. All of the Company s assets are held in Canada.
18 11. RELATED PARTY TRANSACTIONS During the period ended December 31, 2011, the Company did not incur any wages, fees, benefits or any other remuneration with key management personnel, comprising of members of senior management, officers, directors and persons or companies related to these individuals. During the period, the Company recorded $210,304 in share-based compensation relating to options granted to directors and officers (Note 7). 12. SUBSEQUENT EVENTS In January 2012, the Company terminated its agency agreement of October 2011 (Note 6). In April 2012, the Company signed an engagement letter with its agent to negotiate an agency agreement for an initial public offering of a minimum of six million and a maximum of eight million shares of the Company at a price of $0.25 per share for maximum gross proceeds of $2,000,000. The agreement also includes an over-allotment option that allows for the sale of up to an additional 15% of the number of common shares sold under the offering. The agreement provides for the agent to receive an 8% cash commission and agent s options equal to 8% of the shares sold. Each agent s option will entitle the agent to purchase one common share of the Company at a price of $0.25 for 18 months after the closing of the initial public offering. The Company will pay a corporate finance fee of $30,000 in accordance with the agreement. In March 2012, the Company paid 30,923 to renew the Covas exploration permit for a further one-year period to March 20, 2013.
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