HIGHLAND RESOURCES INC. FINANCIAL STATEMENTS. May 31, (Stated in Canadian Dollars)

Transcription

1 HIGHLAND RESOURCES INC. FINANCIAL STATEMENTS May 31, 2011 (Stated in Canadian Dollars)

2 Tel: Fax: BDO Canada LLP 600 Cathedral Place 925 West Georgia Street Vancouver BC V6C 3L2 Canada INDEPENDENT AUDITOR'S REPORT To the shareholders of Highland Resources Inc. We have audited the accompanying financial statements of Highland Resources Inc., which comprise the balance sheets as at, and the statements of operations and deficit and cash flows for the years then ended, and 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 Canadian Generally Accepted Accounting Principles, 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 audits. We conducted our audits 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 presentation of the financial statements. We believe that the audit evidence we have obtained 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 Highland Resources Inc. as at and the results of its operations and its cash flows for the years then ended, in accordance with Canadian Generally Accepted Accounting Principles. (signed) BDO Canada LLP Chartered Accountants September 23, 2011 BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independen firms.

3 HIGHLAND RESOURCES INC. BALANCE SHEETS (Stated in Canadian Dollars) May31, 2011 May 31, 2010 ASSETS Current Cash and cash equivalents Notes 3 and 6 $ 1,509,357 $ 308,925 GST/HST recoverable 43,379 68,412 Prepaid expenses Notes 5 and 8 56,312 5,523 1,609, ,860 Equipment Mineral properties Notes 4 and 8 2,288,553 2,126,732 LIABILITIES $ 3,897,804 $ 2,510,316 Current Accounts payable and accrued liabilities $ 36,947 $ 376,826 SHAREHOLDERS EQUITY Share capital Note 5 4,509,975 2,139,232 Contributed surplus Note 5 1,078,894 1,047,897 Deficit (1,728,012) (1,053,639) Nature of Operations Note 1 Commitments Notes 4, 5 and 9 Subsequent Event Note 9 3,860,857 2,133,490 $ 3,897,804 $ 2,510,316 APPROVED ON BEHALF OF THE BOARD: Robert Eadie Director Gary Arca Director Robert Eadie Gary Arca SEE ACCOMPANYING NOTES

4 HIGHLAND RESOURCES INC. STATEMENTS OF OPERATIONS AND DEFICIT For the years ended (Stated in Canadian Dollars) For the years ended May 31, Expenses Accounting and office administration Note 6 $ 60,540 $ 38,759 Amortization Audit fees 18,870 17,423 Bank charges and interest 1,574 2,963 Consulting fees Note 6 92,104 55,837 Legal and corporate services 60,693 72,360 Management fees Note 6 193, ,500 Property investigation 45,959 - Rent Note 6 32,272 29,000 Shareholder communications 91,470 67,461 Stock-based compensation Note 5-250,000 Transfer agent and filing fees 35,323 26,627 Travel 25,644 32,134 Loss for the year before other items and income taxes (657,970) (745,498) Other items: Interest income 6, Loss on settlement of debt for shares Note 5 (22,426) - Loss for the year before income taxes (674,373) (745,137) Future income tax recovery Note 7-213,000 Net loss and comprehensive loss for the year (674,373) (532,137) Deficit, beginning of the year (1,053,639) (521,502) Deficit, end of the year $ (1,728,012) $ (1,053,639) Basic and diluted loss per share $ (0.02) $ (0.03) Weighted average number of shares outstanding 28,206,816 17,722,930 SEE ACCOMPANYING NOTES

5 HIGHLAND RESOURCES INC. STATEMENTS OF CASH FLOWS for the years ended (Stated in Canadian Dollars) For the years ended May 31, Operating Activities Net loss for the period $ (674,373) $ (532,137) Items not affecting cash: Amortization Stock based compensation - 250,000 Loss on settlement of debt with shares 22,426 - Future income tax recovery - (213,000) (651,426) (494,703) Changes in non-cash working capital items: GST/HST recoverable 25,033 (41,596) Prepaid expenses (50,789) (2,575) Accounts payable and accrued liabilities (319,972) 21,372 (997,154) (517,875) Cash Flows used in Investing Activities Equipment - (1,158) Mineral property costs (142,874) (823,959) (142,874) (825,117) Cash Flows used in Financing Activities Shares issued 2,456,331 1,408,225 Share issue costs (115,871) (89,848) 2,340,460 1,318,377 Increase (decrease) in cash during the year 1,200,432 (24,615) Cash, beginning of the year 308, ,540 Cash and cash equivalents, end of the year $ 1,509,357 $ 308,925 Supplementary disclosure of cash flow information: Cash paid for: Interest $ - $ - Income taxes $ - $ - Non-cash Transactions Note 4 & 5 SEE ACCOMPANYING NOTES

6 \ HIGHLAND RESOURCES INC. NOTES TO THE FINANCIAL STATEMENTS (Stated in Canadian Dollars) Note 1 Nature of Operations The Company was incorporated in the Province of British Columbia on June 7, 2006 under the Business Corporations Act of British Columbia. The Company is listed on the TSX Venture Exchange (the Exchange ). The Company is in the exploration stage and has entered into an option and purchase agreement to acquire mineral properties in North America. The economic recoverability of the property s resources has yet to be determined. The recoverability of amounts shown for mineral properties and the Company s ability to continue as a going concern is dependent upon the discovery of economically recoverable reserves, continuation of the Company's interest in the underlying claims, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production or proceeds from the disposition thereof. The amounts shown as mineral properties represent net costs to date and do not necessarily represent present or future values. Management has estimated that the Company will have adequate funds from existing working capital to meet corporate, development, administrative and property obligations for the coming year. As at May 31, 2011, the Company had $1,509,357 in cash and cash equivalents, working capital of $1,572,101 and no long-term debt. The Company will require additional financing from time to time, and while the Company has been successful in raising equity financing through the issuances of common shares in the past, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be available on acceptable terms. Note 2 Significant Accounting Policies Management has prepared the financial statements of the Company in accordance with Canadian GAAP. The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. These financial statements have been prepared within the framework of the significant accounting policies summarized below.

7 (Stated in Canadian Dollars) Page 2 Note 2 Significant Accounting Policies (cont d) a) Use of Estimates Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of these financial statements requires management to make estimates and assumptions. The most significant estimates include, but are not limited to: impairment of long-lived assets; the anticipated costs of reclamation and closure cost obligations; the amounts of contingencies; and assumptions used in the valuation of stock-based compensation and other share-based payments. Using these estimates and assumptions, management makes various decisions in preparing the financial statements including: - Whether long-lived assets; including equipment and mineral property costs are impaired; - The ability to realize future income tax assets; - The useful lives of long-lived assets and the measurement of amortization; - The fair value of reclamation and closure cost obligations, where estimable; and - The amount of stock-based compensation expense and other share-based payments. As the estimation process is inherently uncertain, actual future outcomes could differ from present estimates and assumptions, potentially having material future effects on the financial statements. b) Basic and Diluted Loss per Share Basic loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method. Fully diluted amounts are not presented when the effect of the computations are antidilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. Potentially dilutive common shares (relating to options and warrants outstanding at year-end) totalling 12,376,333 (2010: 7,422,814) were not included in the computation of loss per share because their effect was anti-dilutive. c) Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Future income tax assets and liabilities are determined based on differences between the tax and accounting basis of assets and liabilities. The future tax assets or liabilities are calculated using the tax rates for the period in which the differences are expected to be settled. Future tax assets are recognized to the extent that they are considered more likely than not to be realized.

8 (Stated in Canadian Dollars) Page 3 Note 2 Significant Accounting Policies (cont d) d) Stock-based Compensation The Company has a stock-based compensation plan, whereby stock options are granted in accordance with the policies of regulatory authorities. The fair value of all share purchase options granted is expensed over their vesting period with a corresponding increase to contributed surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in contributed surplus, is recorded as an increase to share capital. The Company uses the Black-Scholes valuation model to determine the fair value of share purchase options at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value. e) Share issue costs Share issue costs, which include commissions, professional and regulatory fees are charged directly to share capital. f) Financial Instruments All financial instruments are classified into one of the following five categories: held for trading, held-to-maturity investments, loans and receivables, available-for-sale assets or other financial liabilities. All financial instruments, including derivatives, are included on the balance sheet and are measured at fair market value upon inception with the exception of certain related party transactions. Subsequent measurement and recognition of changes in the fair value of financial instruments depends on their initial classification. Held-for-trading financial investments are measured at fair value and all gains and losses are included in operations in the period in which they arise. Available-for-sale financial instruments are measured at fair value with revaluation gains and losses included in other comprehensive income (loss) until the asset is removed from the balance sheet. Loans and receivables, investments held to maturity and other financial liabilities are measured at amortized cost using the effective interest method. Gains and losses upon inception, derecognition, impairment writedowns and foreign exchange translation adjustments are recognized immediately. Transaction costs related to debt financings will be expensed in the period incurred. The Company s financial instruments consist of cash and cash equivalents, which are classified as held-for-trading, and accounts payable and accrued liabilities, which are classified as other financial liabilities. It is management s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

9 (Stated in Canadian Dollars) Page 4 Note 2 Significant Accounting Policies (cont d) f) Financial Instruments (cont d) Section 3862, Amendment to Financial Instruments Disclosures requires disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy 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 All of the financial instruments measured at fair value on the balance sheet are included in Level 1. g) Mineral Properties The Company defers the cost of acquiring, maintaining its interest, exploring and developing mineral properties until such time as the properties are placed into production, abandoned, sold or considered to be impaired in value. Costs of producing properties will be amortized on a unit of production basis and costs of abandoned properties are written-off. Proceeds received on the sale of interests in mineral properties are credited to the carrying value of the mineral properties, with any excess included in operations. Write-downs due to impairment in value are charged to operations. The Company is in the process of exploring and developing its mineral properties and has not yet determined the amount of reserves available. Management reviews the carrying value of mineral properties on an annual basis and will recognize impairment in value based upon current exploration results, the prospect of further work being carried out by the Company, the assessment of future probability of profitable revenues from the property or from the sale of the property. Amounts shown for properties represent costs incurred net of write-downs and recoveries, and are not intended to represent present or future values.

10 (Stated in Canadian Dollars) Page 5 Note 2 Significant Accounting Policies (cont d) h) Asset Retirement Obligations The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that results from the acquisition, construction, development, and/or normal use of the assets. The obligation is measured initially at fair value using present value methodology and the resulting costs are capitalized into the carrying amount of the related asset. In subsequent periods, the liability will be adjusted for any changes in the amount or timing of the underlying future cash flows. Capitalized asset retirement costs are depreciated on the same basis as the related asset and the discounted accretion of the liability is included in determining the results of operations. As at the Company did not have any asset retirement obligations. It is possible that the Company s estimates of its ultimate asset retirement obligations could change as a result of changes in regulations, the extent of environmental remediation required, and the means of reclamation or of cost estimates. Changes in estimates are accounted for prospectively from the period the estimate is revised. i) Impairment of Long-lived Assets Canadian GAAP requires that long-lived assets and intangibles to be held and used by the Company be reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If changes in circumstances indicate that the carrying amount of an asset that an entity expects to hold and use may not be recoverable, future cash flows expected to result from the use of the asset and its disposition must be estimated. If the undiscounted value of the future cash flows is less than the carrying amount of the asset, impairment is recognized. Management believes there has been no impairment of the Company s long-lived assets as at. j) Equipment Equipment is recorded at cost. The Company provides for amortization using the declining balance method at the following annual rates: k) Warrants Computer equipment 45% The Company accounts for warrants issued as part of units in a private placement using the residual value method whereby the difference, if any, between the price paid for the units and the market price of the shares on the date of issuance, is attributable to the warrants.

11 (Stated in Canadian Dollars) Page 6 Note 2 Significant Accounting Policies (cont d) l) Future Accounting Changes International Financial Reporting Standards ( IFRS ) In 2006, the Canadian Accounting Standards Board ( AcSB ) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian generally accepted accounting principles with IFRS over an expected five-year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada s own generally accepted accounting principles. The effective date for the Company is for interim and annual financial statements relating to fiscal years beginning on or after June 1, This transition will require the restatement, for comparative purposes, of amounts reported by the Company for the year ended May 31, The Company does not expect any significant adjustment to the financial statements as a result of the impact of the convergence of Canadian GAAP and IFRS. Note 3 Cash and Cash Equivalents At May 31, 2011, cash and cash equivalents included Guaranteed Investment Certificates ( GICs ) with a market value of $1,305,300 earning interest income at approximately 1.2% per annum and maturing in January 27, Management considers this instrument to be a cash equivalent due to its ability to be exchanged for cash at the Company s option at any time prior to maturity At May 31, 2010, the Company had no GICs. Note 4 Mineral Properties a) Summary of Expenditures Rickaby Property Balance, May 31, 2010 $ 2,126,732 Exploration costs: Claim staking and maintenance 64,496 Field costs and site visits 9,340 Geological consulting 4,100 Line cutting 71,655 Surveys 12, ,821 Balance, May 31, 2011 $ 2,288,553

12 (Stated in Canadian Dollars) Page 7 Note 4 Mineral Properties (cont d) a) Summary of Expenditures (cont d) Rickaby Property Balance, May 31, 2009 $ 962,936 Exploration costs: Assays and sampling 177,777 Claim maintenance 6,818 Drilling and infrastructure 263,619 Field costs and site visits 183,425 Geological consulting 310,728 Surveys 221,429 1,163,796 Balance, May 31, 2010 $ 2,126,732 b) Rickaby Property During the year ended May 31, 2010, the Company earned an undivided 51% interest in 88 mineral claims located in the Beardmore-Geraldton Belt of the Thunder Bay Mining District, Ontario ( Rickaby Property ) by exercising its option under a Property Purchase & Joint Venture Agreement (the Agreement ), entered into in January, 2009 and amended on January 23, 2009, with Canadian Prospector Inc. ( CPI ). The Agreement was accepted by regulatory authorities on May 6, 2009 (the Approval Date ). Consideration paid was as follows: (i) payment of an aggregate $250,000 (paid); (ii) expenditures incurred by the Company in the aggregate amount of $1,000,000 by May 6, 2010 (incurred); and (iii) issuance of 2,916,666 shares (issued). These shares were valued using the market value of the shares as of the Issue Date. Under the terms of the Agreement, 2,916,666 shares may be released from escrow to the shareholders of CPI once the Company had completed the payment and incurred expenditures as described above. To date, the shares are still held in escrow. In connection with the Agreement, a finder s fee was paid by the issue of 393,749 shares of the Company. These shares were valued using the market value of the shares as of the Issue Date.

13 (Stated in Canadian Dollars) Page 8 Note 4 Mineral Properties (cont d) b) Rickaby Property (cont d) To maintain the mineral claims, the Company is committed to spend $452,400 in exploration expenses over the following year ends: Year ended May 31, 2012 $ 294,400 May 31, ,000 c) Environmental Protection Practices $ 452,400 The Company is subject to laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company. Note 5 Share Capital and Contributed Surplus a) Authorized: Unlimited common shares without par value.

14 (Stated in Canadian Dollars) Page 9 Note 5 Share Capital and Contributed Surplus (cont d) b) Issued and Contributed Surplus: Number Amount Contributed Surplus Balance, May 31, ,192,916 $ 1,331,855 $ 499,897 Issued for cash pursuant to: Private placement - at $0.15 9,388,164 1,180, ,000 Share issue costs: Cash payments - (89,848) - Agents warrants granted - (70,000) 70,000 Exploration expenditures renounced to flow-through shareholders - (213,000) - Stock-based compensation ,000 Balance, May 31, ,581,080 2,139,232 1,047,897 Issued for cash pursuant to: Private placement - at $0.05 5,000, ,000 - Private placement - at $0.28 7,204,000 1,909, ,060 Exercise of share purchase options - at $ ,000 33,048 (17,548) Exercise of warrants - at $ ,000 28,365 (8,265) Exercise of warrants - at $ ,000 50,000 - Exercise of agent options - at $ , ,863 (113,250) Share issue costs: Cash payments - (115,872) - Agents warrants granted - (62,000) 62,000 Issued pursuant to settlement of debt: 766,000 61,280 - Balance, May 31, ,908,830 $ 4,509,976 $ 1,078,894 Private Placements On January 26, 2011, the Company closed a non-brokered private placement issuing 7,204,000 Units at a price of $0.28 per Unit, for gross proceeds of $2,017,120. Each unit is comprised of one common share of the Company and one-half of one transferable common share purchase warrant, each whole warrant exercisable to purchase one additional common share at a price of $0.40 per share until January 26, 2013.

15 (Stated in Canadian Dollars) Page 10 Note 5 Share Capital and Contributed Surplus (cont d) b) Issued and Contributed Surplus: (cont d) Private placements (cont d) The Company calculated the fair value of the share component to be the lesser of the market price for the shares on the date of grant, which was $0.25 per share, and the offering price, which was $0.28 per unit. The residual method was used to calculate the fair value of the warrant component of the units, whereby the residual of the private placement proceeds less the fair value of the share component was assigned as the fair value of the warrants. The proceeds raised in the private placement, being $0.28 per share, less the fair value assigned to the shares of $0.25, results in a residual fair value of $0.03 being assigned to each whole warrant. Finder s fees in the aggregate amount of $104,272 were paid and 465,500 warrants were issued. The finder s warrants are exercisable at $0.30 per share until January 26, The fair value of agents warrants was determined using the Black-Scholes model with the following assumptions: Dividend rate 0% Risk-free interest rate 1.64% Expected life 1 Year Expected annual volatility 138% All of the securities issued pursuant to this offering were restricted from trading until May 27, On September 24, 2010, the Company completed a private placement for proceeds of $250,000. The private placement consisted of 5,000,000 Units at $0.05 per Unit. Each Unit is comprised of one common share and one transferable share purchase warrant, each warrant is exercisable to purchase one common share at $0.10 per share until September 24, The Company calculated the fair value of the share component to be lesser of the market price for the shares on the date of grant, which was $0.08 per share, and the offering price, which was $0.05 per unit. The residual method was used to calculate the fair value of the warrant component of the units, whereby the residual of the private placement proceeds less the fair value of the share component was assigned as the fair value of the warrants. The fair value of the shares was equal to the proceeds raised in the private placement and as a result, no amount was allocated as the fair value of the warrants. The Company paid a cash commission of $11,600 and issued 290,000 finder's warrants exercisable at $0.10 until September 24, Share issue costs include $8,000 for the fair value of the agent s warrants.

16 (Stated in Canadian Dollars) Page 11 Note 5 Share Capital and Contributed Surplus (cont d) b) Issued and Contributed Surplus: (cont d) Private placements (cont d) The fair value of agents warrants was determined using the Black-Scholes model with the following assumptions: Dividend rate 0% Risk-free interest rate 1.27% Expected life 1 Year Expected annual volatility 102% The fair values of warrants and agents warrants have been excluded from the statement of cash flows. Debt Settlement During the year ended May 31, 2011, the Company issued 766,000 common shares as settlement for $38,854 in accounts payable. The market price on the date of issuance was $0.08 resulting in a fair value for the shares of $61,280. The fair value of the shares has been excluded from the statement of cash flows. The excess of fair value over the carrying value of the accounts payable, being $22,426, has been charged to the statement of operations. Stock Option Exercise During the year ended May 31, 2011, the Company issued 100,000 shares at a price of $0.155 pursuant to the exercise of share purchase options by a director for proceeds of $15,500. The fair value of the options, being $17,548, was transferred from contributed surplus to share capital on exercise; this amount has been excluded from the statement of cash flows. Warrant Exercise During the year ended May 31, 2011, the Company issued 67,000 and 500,000 shares at $0.30 and $0.10 per share, respectively, pursuant to the exercise of share purchase warrants. The fair value of the 67,000 warrants exercised, being $8,265, was transferred from contributed surplus to share capital on exercise. No fair value was allocated to the 500,000 warrants upon their issuance and, consequently, no fair value was transferred to share capital on exercise. The fair value amount, which was transferred, has been excluded from the statement of cash flows.

17 (Stated in Canadian Dollars) Page 12 Note 5 Share Capital and Contributed Surplus (cont d) b) Issued and Contributed Surplus: (cont d) Agent Option Exercise During the year ended May 31, 2011, the Company issued 690,750 units at $0.15 per unit pursuant to the exercise of agent options for total proceeds of $106,613. Each unit consisted of one common share and one-half share purchase warrant. Each whole warrant was exercisable for one common share at $0.40 per share until April 29, The fair value of the agent options, being $116,000, was transferred from contributed surplus to share capital on exercise; this amount has been excluded from the statement of cash flows. The 345,375 warrants issued pursuant to the exercise of agent options carried a fair value of $2,750 for the fair value of the agent s warrants; this amount has been excluded from the statement of cash flows. On April 29, 2011, all 345,375 warrants expired unexercised. The fair value of warrants issued on exercise of agent options was determined using the Black-Scholes model with the following weighted average assumptions: Weighted Average Dividend rate 0% Weighted Average Risk-free interest rate 0.91% Weighted Average Expected life 0.05 Year Weighted Average Expected annual volatility 30.56% The net effect resulting from the exercise of agent options was an increase in share capital of $216,863 and decrease in contributed surplus of $113,250. c) Commitments: Stock-based Compensation The Company, in accordance with the policies of the Exchange, is authorized to grant options to directors, officers, and employees to acquire up to 10% of common shares outstanding. Options may be granted for a maximum term of five years and vest when granted except where granted for investor relations activities, which vest and may be exercised in accordance with the vesting provisions as to ¼ of the options each 3 months. No stock options were granted during the year ended May 31, 2011.

18 (Stated in Canadian Dollars) Page 13 Note 5 Share Capital and Contributed Surplus (cont d) c) Commitments - (cont d): Stock-based Compensation (cont d) During the year ended May 31, 2010, the Company granted 1,715,000 stock options to directors, officers, and consultants, exercisable at a weighted average price of $0.14 for a period of five years. The fair value of the options granted was estimated to be $250,000 using the Black-Scholes option-pricing model with the following weighted average assumptions at the date of grant: Dividend rate 0% Risk-free interest rate 2.12% Expected life 5 Years Expected annual volatility 179% During the year ended May 31, 2010, 82,500 of the stock options granted were forfeited following the resignation of two directors and one consultant. During the year ended May 31, 2011, 100,000 stock options were exercised by a director (see issued and contributed surplus above). A summary of stock option activity during the years ended is as follows: Number of Shares Weighted Average Exercise Price Options outstanding, May 31, ,000 $0.20 Granted 1,715,000 $0.14 Forfeited (82,500) $0.19 Options outstanding, May 31, ,837,500 $0.14 Exercised (100,000) $0.155 Options outstanding and exercisable, May 31, ,737,500 $0.14

19 (Stated in Canadian Dollars) Page 14 Note 5 Share Capital and Contributed Surplus (cont d) c) Commitments: (cont d) At May 31, 2011, there were 1,737,500 stock options outstanding entitling the holders thereof to purchase one common share for each option held as follows: Contractual Number of Number Exercise Life Shares Exercisable Price Expiry Date Remaining 137, ,500 $0.20 September 22, years 650, ,000 $0.155 August 18, years 250, ,000 $0.185 October 8, years 75,000 75,000 $0.155 November 18, years 615, ,000 $0.10 April 28, years 10,000 10,000 $0.20 September 22, years 1,737,500 1,737,500 $ years Warrants A summary of warrant activity during the year ended is as follows: Number of Shares Weighted Average Exercise Price Balance, May 31, ,302,500 $0.40 Issued 2,592,064 $0.27 Balance, May 31, ,894,564 $0.33 Issued 9,702,875 $0.23 Exercised (567,000) $0.12 Expired (3,391,606) $0.36 Balance, May 31, ,638,833 $0.24

20 (Stated in Canadian Dollars) Page 15 Note 5 Share Capital and Contributed Surplus (cont d) c) Commitments: (cont d) Warrants (cont d) At May 31, 2011, there were 10,638,833 warrants exercisable to purchase one common share for each option held as follows: Number of Exercise Shares Price Expiry Date 290,000 $0.10 September 24, ,781,333 $0.30 October 29, ,500 $0.30 January 26, ,000,000 $0.10 September 24, ,602,000 $0.40 January 26, ,638,833 $0.24 Agents Options Each Agent s option was exercisable for one unit at $0.15 per unit until April 29, Each unit consisted of one common share and one-half of one transferable share purchase warrant. Each whole warrant was exercisable to purchase one share at a price of $0.40 per share until April 29, During the year ended May 31, 2011, the Company issued 345,375 units pursuant to the exercise of 690,750 agent options (see issued and contributed surplus above). A summary of Agent s options activity during the year ended May 31, 2011 and 2010 is as follows: Number of Units Weighted Average Exercise Price Balance, May 31, Granted 690,750 $0.15 Balance, May 31, ,750 $0.15 Exercised (690,750) $0.15 Balance, May 31,

21 (Stated in Canadian Dollars) Page 16 Note 5 Share Capital and Contributed Surplus (cont d) d) Escrow Shares: As at May 31, 2011, 300,000 (May 31, 2010: 4,210,416) shares were held in escrow. 300,000 shares will be released on September 25, Note 6 Related Party Transactions The Company incurred the following costs with companies controlled by directors of the Company and with companies controlled by significant shareholders: May 31, 2011 May 31, 2010 Accounting and office administration $ 44,750 $ 33,000 Consulting fees 36,000 35,000 Corporate services 1,000 12,000 Management fees 193, ,500 Rent 32,575 29,000 Shareholder communications 14,750 12,000 $ 322,075 $ 273,500 Included in prepaid expenses at May 31, 2011, is $5,000 (2010: $5,523) for prepaid rent with a company with a director in common. These transactions were measured at the exchange amount, which is the amount agreed upon by the transacting parties. Note 7 Financial Instruments The Company s financial instruments consist of cash and cash equivalents, which are classified as held-for-trading and accounts payable and accrued liabilities, which are classified as other financial liabilities. Cash and cash equivalents are measured at fair value and accounts payable and accrued liabilities are measured at amortized cost. It is management s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. a) Interest Rate Risk The Company s cash earns interest at a variable interest rate. Because of the nature of this financial instrument, fluctuations in market rates do not have a significant impact on estimated fair values as of May 31, Future cash flows from interest income on cash will be affected by interest rate fluctuations. Interest rate risk consists of two components: (i) To the extent that payments made or received on the Company s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

22 (Stated in Canadian Dollars) Page 17 Note 7 Financial Instruments a) Interest Rate Risk (cont d) (ii) To the extent that changes in prevailing market interest rates differ from the interest rates in the Company s monetary assets and liabilities, the Company is exposed to interest rate price risk. The Company s exposure to interest rate fluctuations is minimal. b) Credit Risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is exposed to credit risk with respect to its cash and cash equivalents, the balance of which at May 31, 2011 is $1,509,357. Cash and cash equivalents are held at one chartered Canadian financial institution. c) Liquidity Risk Liquidity risk arises from the excess of financial obligations over available financial assets due at any point in time. The Company s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements. The Company achieves this by maintaining sufficient cash reserves. As at May 31, 2011, the Company held cash of $204,057 and cash equivalents in the form of a cashable guaranteed income certificate (the GIC ) in the amount of $1,305,300. The GIC bears interest at 1.2% per annum and matures on January 27, 2012, however management considers this instrument to be a cash equivalent due to its ability to be exchanged for cash at the Company s option at any time prior to maturity. The Company s accounts payable and accrued liabilities are due in the short term. d) Currency Risk Currency risk is the risk that funds held in currencies other than the operating currency will fluctuate negatively, resulting in a foreign exchange loss. The Company holds all of its cash in Canadian dollars and does not have significant transactions denominated in foreign currencies. As such, the Company is not significantly exposed to currency risk. Note 8 Capital Management The Company s objective when managing capital is to safeguard the Company s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.

23 (Stated in Canadian Dollars) Page 18 Note 8 Capital Management (cont d) The Company considers the items included in shareholders equity as capital. 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. In order to maintain or adjust the capital structure, the Company may issue new shares through private placements, sell assets to reduce debt or return capital to shareholders. The Company is not subject to externally imposed capital requirements. There have been no changes in the Company s approach to capital management during the year ended May 31, Note 9 Keweenaw Property On January 5, 2011 the Company announced that it signed a non-binding Letter of Intent for the acquisition of an interest in and development of certain copper resources located in Keweenaw and Houghton Counties, Michigan (the Property ). On July 15, 2011, the Company entered into a Joint Venture Agreement (the Agreement ) and acquired the right to earn up to a 65% interest in copper resources located in Keweenaw and Houghton Counties, Michigan (the Property ) from BRP LLC ( BRP ) which holds the rights of exploration and development on the Property. Under the terms of the Agreement, the Company will pay U.S. $750,000 and issue 1,000,000 common shares over a two year period. The Company has committed to spend up to U.S. $11,500,000 over a three year period on a development and exploration program on the Property. BRP will have the option to retain a minimum 35% interest in the Property and will receive a sliding scale net smelter return from production depending on the price per pound of copper with a minimum of 2% for copper priced at less than U.S. $1.70 per pound to a maximum of 5% for copper priced U.S. $3.00 per pound and above. The Agreement provides that at the end of the earn-in period and as a condition to earning its 65% interest, the Company will produce a feasibility study on the Property by an independent consultant selected by the Management Committee. The Company has been appointed as the initial Manager of the Joint Venture with overall responsibility for operations. The transaction is subject to regulatory approval including approval by the TSX Venture Exchange. In order to meet the Company s obligations in connection with the Agreement, management plans to raise financing upon TSX Venture Exchange approval. During the year ended May 31, 2011, the Company engaged Behre Dolbear & Company ( Behre Dolbear ) to prepare a report, compliant with National Instrument standards, on the Michigan properties.

24 (Stated in Canadian Dollars) Page 19 Note 10 Income Taxes A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is as follows: May 31, 2011 May 31, 2010 Basic statutory and provincial income tax rate 27.67% 29.38% Loss before income taxes $ (674,373) $ (745,137) Expected tax recovery on net loss, before income tax $ (187,000) $ (218,900) Differences due to recognition of items for tax purposes: Stock-based compensation - 73,400 Other permanent differences 22,000 4,900 Share issuance costs (29,000) (22,500) Effect of reduction in statutory rate 16,000 21,100 Increase in valuation allowance 178,000 (71,000) Income tax provision (recovery) $ - $ (213,000) Effective December 31, 2009, the Company renounced $853,725 in exploration expenditures to flow-through shareholders. As a result of this renunciation, during the year ended May 31, 2010, the Company reported a future income tax recovery on the statement of operations and a reduction of share capital in the amount of $213,000. Significant components of the Company s future tax assets and liabilities are as follows: May 31, 2011 May 31, 2010 Future income tax assets (liabilities) Non-capital losses carried forward $ 437,000 $ 267,000 Deferred exploration costs (205,000) (205,000) Share issuance costs 50,000 42, , ,000 Less: valuation allowance (282,000) (104,000) Future income tax assets $ - $ - The Company has recorded a valuation allowance against its net future income tax assets based on the extent to which it is more-likely-than-not that sufficient taxable income will not be realized during the carry-forward period to utilize all the net future tax assets.

25 (Stated in Canadian Dollars) Page 20 Note 10 Income Taxes (cont d) At May 31, 2011, the Company has accumulated non-capital losses totalling $1,745,000 (2010 $1,072,000), which may be applied against future years taxable income. The non-capital losses expire as follows: 2027 $ 103, , , , ,000 $ 1,745,000