COPPER FOX METALS INC.
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- Claribel Cassandra Butler
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1 Financial Statements of COPPER FOX METALS INC. Period from date of incorporation on February 27, 2004 to December 31, 2004
2 KPMG LLP Chartered Accountants Telephone (403) Avenue SW Fax (403) Calgary AB T2P 4B9 Internet AUDITORS' REPORT TO THE SHAREHOLDERS We have audited the balance sheet of Copper Fox Metals Inc. as at December 31, 2004 and the statements of loss and deficit and cash flows for the period from incorporation on February 27, 2004 to December 31, These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and the results of its operations and its cash flows for the period from incorporation on February 27, 2004 to December 31, 2004 in accordance with Canadian generally accepted accounting principles. Chartered Accountants Calgary, Canada February 16, 2005 KPMG LLP, a Canadian limited liability partnership is the Canadian member firm of KPMG International, a Swiss cooperative.
3 Balance Sheet As at December 31, 2004 Assets Current assets: Cash $ 103,183 Short-term deposit (note 3) 200,000 GST recoverable 4, ,823 Furniture and equipment (note 4) 5,116 Liabilities and Shareholders' Equity $ 312,939 Current liabilities: Accounts payable and accrued liabilities $ 40,706 Shareholders' equity: Share capital (note 6) 429,036 Contributed surplus 75,000 Deficit (231,803) 272,233 $ 312,939 See accompanying notes to financial statements. On behalf of the Board: Original signed by Guillermo Salazar Director Original signed by David E. Mullen Director
4 Statement of Loss and Deficit Period from incorporation on February 27, 2004 to December 31, 2004 Expenses: Commitment fee (note 5) $ 25,000 Professional fees 105,619 General and administrative 46,184 Stock-based compensation 55,000 Net loss for the period and deficit, end of period $ 231,803 Loss per share (basic and diluted) (note 7) $ (0.05) See accompanying notes to financial statements.
5 Statement of Cash Flows Period from incorporation on February 27, 2004 to December 31, 2004 Cash provided by (used in): Operations: Net loss for the period $ (231,803) Item not involving cash: Stock-based compensation 55,000 (176,803) Change in non-cash operating working capital 36,066 (140,737) Investment: Purchase of furniture and equipment (5,116) Purchase of short-term deposit (200,000) (205,116) Financing: Issuance of share capital for cash 500,000 Share issue costs (50,964) 449,036 Increase in cash and cash, end of period $ 103,183 See accompanying notes to the financial statements
6 Notes to Financial Statements 1. Company operations: Copper Fox Metals Inc. (the "Company") was incorporated on February 27, 2004 pursuant to the Business Corporations Act (Alberta). The articles of the Company were amended by a Certificate of Amendment dated April 21, 2004 to delete the private company provisions and the restrictions on resale. The Company shares were listed and posted for trading on the TSX Venture Exchange on September 9, To date, the Company has not conducted operations of any kind other than engaging in discussions and negotiations for the purposes of identifying and evaluating potential acquisitions of interest in commercially viable business or assets (see note 5). 2. Significant accounting policies: The financial statements of the Company have been prepared by management in accordance with generally accepted accounting principles in Canada. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements have, in the opinion of management, been properly prepared using careful judgment with reasonable limits of materiality and within the framework of the significant policies summarized below: (a) Amortization of furniture and equipment: Furniture and equipment is recorded at cost and is amortized on the declining balance method at rates that are expected to approximate the useful lives of these assets as follows: Computer equipment 30% Furniture and fixtures 20% Leasehold improvements are amortized on a straight-line basis over five years. All of the assets were purchased at the end of this reporting period and accordingly, no amortization has been recorded.
7 Notes to Financial Statements, Page 2 2. Significant accounting policies: (b) Income taxes: The Company uses the liability method of accounting for future income taxes. Under the liability method, future income tax assets and liabilities are determined based on "temporary differences" (differences between the accounting basis and the tax basis of the assets and liabilities), and are measured using the currently enacted, or substantively enacted, tax rates and laws expected to apply when these differences reverse. A valuation allowance is recorded against any future income tax assets if it is more likely than not that the asset will not be realized. (c) Measurement uncertainty: The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (d) Stock-based compensation: The Company uses the fair value method of accounting for the cost of stock-based compensation granted to employees, directors and others. The Company records the expense associated with such compensation on a straight-line basis over the vesting period of such compensation payments with a corresponding increase to contributed surplus. Upon exercise of the stock options, consideration paid together with the amount previously recognized in contributed surplus is recorded as an increase to share capital. The Company has not incorporated an estimated forfeiture rate for stock options that will not vest, rather, the Company accounts for actual forfeitures as they occur. (e) Per share amounts: Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted per share amounts reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common shares. The treasury-stock method is used to determine the dilutive effect of stock options and other dilutive instruments. 3. Short-term deposit: Short-term deposits include a guaranteed investment certificate bearing interest at 1.7% per annum and maturing on September 20, 2005.
8 Notes to Financial Statements, Page 3 4. Furniture and equipment: Furniture and equipment are recorded at cost and consist of the following: Office furniture and equipment $ 4,190 Leasehold improvements 926 $ 5, Related party transactions: The Company has entered into an amalgamation agreement, which is subject to shareholder and regulatory approval, dated October 25, 2004 with Alberta Ltd., a related company, of which three of the executives of the Company own 36% of issued and outstanding shares of Alberta Ltd. Under the terms of the agreement the companies shall combine by way of amalgamation and this transaction shall be considered to be the qualifying transaction of the Company as defined in Policy 2.4 of the TSX Venture Exchange Inc. The Company paid a fee of $25,000 to Alberta Ltd., pursuant to the amalgamation agreement which is nonrefundable should the proposed amalgamation not proceed. Pursuant to the amalgamation, all of the outstanding shares of the two companies will be converted into shares issued by the continuing company, to be named Copper Fox Metals Inc. There are presently 12,107,000 shares of Alberta Ltd. outstanding. Based on an agreed share conversion formula it is contemplated that shareholders of Alberta Ltd. will receive 110 shares of the amalgamated company for every 100 shares held and shareholders of the Company will receive 100 shares of the amalgamated company for every 100 shares held. In addition, shareholders of Alberta Ltd. will receive one purchase warrant for every five shares held of the amalgamated company, resulting in the issuance of 2,663,540 purchase warrants, each warrant entitles the holder to acquire a common share for $0.50 for a period of two years from the date of closing of the amalgamation. In addition, the outstanding options of the Company will be exchanged for an equal number of options of the amalgamated company at the same terms. Concurrent with this agreement, the Company has also agreed that it will obtain, by way of private placement, a minimum of $600,000 and up to a maximum of $800,000 of additional equity financing.
9 Notes to Financial Statements, Page 4 6. Share capital: (a) Authorized: Unlimited number of common shares Unlimited number of preferred shares, of which none have been issued (b) Issued: Number of shares Amount Issued for cash on incorporation 2,000,000 $ 100,000 Issued for cash pursuant to initial public offering 4,000, ,000 Share issue costs (70,964) Balance, December 31, ,000,000 $ 429,036 Of the issued and outstanding common shares, 2,055,000 will be held in escrow pursuant to the requirements of the Exchange to be released as to 10% thereof on the completion of the Company s qualifying transaction and as to 15% thereof on each of the 6 th, 12 th, 18 th, 24 th, 30 th and 36 th months following the initial release. (c) Stock options: The Company established a stock option plan for its directors, officers, consultants and employees under which the Company may grant options to acquire a maximum number of common shares equal to 10% of the total issued and outstanding common shares of the Company. The Company granted 600,000 options to the directors and officers of the Company exercisable at $0.10 per share. These options are non-transferable, vest at time of issuance, and will expire in The underwriters for the initial public offering were granted 400,000 options to acquire additional common shares at $0.10 per share until March 9, (d) Stock-based compensation: The table below shows the assumptions used in determining stock-based compensation using the Black-Scholes Valuation model. Underwriters Directors options options Assumptions granted granted Dividend yield 0.00% 0.00% Expected volatility 100% 150% Risk-free interest rate 2.25% 4.125% Expected life 2 years 5 years
10 Notes to Financial Statements, Page 5 6. Share capital (continued): (d) Stock-based compensation (continued): The fair value of stock options granted during the period was $0.09 per option, resulting in compensation expense of $55,000. The fair value of the underwriters options granted was $0.05 per option, resulting in a total amount of $20,000, which has been included in share issue costs. Option models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input can materially affect the fair value estimates and, therefore, the existing models do not necessarily provided a reliable measure of the fair value of the Company s stock options. 7. Per share amounts: Loss per share is computed by dividing net loss for the period by the weighted average number of shares outstanding during the period ended December 31, In computing loss per share the weighted average number of shares outstanding during the period ended December 31, 2004 was 4,400,000 common shares. Stock options granted by the Company during this period have not been included in the computation of loss per share as they would be anti-dilutive. 8. Income taxes: The following is a reconciliation of the income tax provision calculated at the combined Federal and Provincial income tax rates with the income tax provision in the statement of loss and deficit: Combined federal and provincial income tax rates 33.87% Income tax recovery at combined federal and provincial rates $ 79,000 Stock-based compensation (19,000) Valuation allowance (60,000) Income tax provision $ The components of the net future income tax asset at December 31, 2004 are: Future income tax assets: Operating losses $ 62,500 Share issuance costs 14,000 Valuation allowance (76,500) $
11 Notes to Financial Statements, Page 6 8. Income taxes (continued): The Company has non-capital losses that can be carried forward to reduce future year s taxable income for Canadian tax purposes of approximately $185,000, the benefit of which has not been recognized in these financial statements. These losses expire commencing in Financial instruments: The Company's financial instruments consist of cash and short term deposits, GST recoverable and current liabilities whose book values approximate their fair values due to their short-term nature. It is management s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
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