|
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
Not applicable
|
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
|
Not applicable
3.A. Selected Financial Data
Our selected financial data for the fiscal years ended April 30, 2013, 2012, 2011, 2010 and 2009 was derived from our financial statements that have been audited by Davidson & Company LLP, independent Chartered Accountants, as indicated in their audit reports. Davidson & Company LLP is a member of the Canadian Institute of Chartered Accountants.
The selected financial data should be read in conjunction with and is qualified in its entirety by reference to the financial statements and notes thereto included elsewhere in this Annual Report.
To date, we have not generated sufficient cash flow from operations to fund ongoing operational requirements and cash commitments. We have financed our operations principally through the sale of our equity securities. While we believe we have sufficient capital and liquidity to finance current operations, nevertheless, our ability to continue operations is dependent on our ability to obtain additional financing. See “Item 3. Key Information—D. Risk Factors.”
The information for year ended April 30, 2013 and 2012 in the following table is derived from our financial statements, which have been prepared in accordance with the International Financial Reporting Standards (“IFRS”). There were no material differences between IFRS and US GAAP for the years ended April 30, 2013, 2012 and 2011. The information for year ended April 30, 2010 and 2009 were prepared in accordance with the Canadian generally accepted accounting principles (“Canadian GAAP”). All material numerical differences between Canadian GAAP and US GAAP, are described in footnotes to the financial statements for the years ended April 30, 2010 and 2009.
|
|
|
For the Year Ended April 30,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
IFRS
1
|
|
|
IFRS
1
|
|
|
IFRS
1
|
|
|
CGAAP
|
|
|
CGAAP
|
|
|
Revenue
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
Income (Loss) for the Period
|
|
$
|
(11,674,061
|
)
|
|
$
|
(11,977,829
|
)
|
|
$
|
(4,077,470
|
)
|
|
$
|
(2,321,078
|
)
|
|
$
|
(20,724,237
|
)
|
|
Basic Income (Loss) Per Share
|
|
$
|
(0.18
|
) )
|
|
$
|
(0.24
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.22
|
)
|
|
Dividends Per Share
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
Weighted Average Shares (#)
7
|
|
|
65,782,178
|
|
|
|
50,377,698
|
|
|
|
41,193,45
|
|
|
|
118,114,045
|
|
|
|
93,584,687
|
|
|
Period-end Shares (#)
7
|
|
|
65,782,178
|
|
|
|
65,782,178
|
|
|
|
47,477,151
|
|
|
|
131,477,493
|
|
|
|
112,184,313
|
|
|
Working Capital
|
|
$
|
94,253
|
|
|
$
|
5,466,961
|
|
|
$
|
10,815,170
|
|
|
$
|
3,403,009
|
|
|
$
|
2,641,169
|
|
|
Mineral Properties
|
|
$
|
5,670,409
|
|
|
$
|
11,592,105
|
|
|
$
|
10,180,650
|
|
|
$
|
30,385,684
|
|
|
$
|
29,336,828
|
|
|
Long-Term Debt
|
|
$
|
37,161
|
|
|
$
|
558,742
|
|
|
$
|
1,146,879
|
|
|
$
|
490,458
|
|
|
$
|
676,484
|
|
|
Capital Stock
|
|
$
|
87,411,032
|
|
|
$
|
87,457,513
|
|
|
$
|
81,021,668
|
|
|
$
|
70,162,104
|
|
|
$
|
67,793,186
|
|
|
Shareholders’ Equity
|
|
$
|
5,905,723
|
|
|
$
|
16,999,901
|
|
|
$
|
20,048,338
|
|
|
$
|
33,705,417
|
|
|
$
|
31,849,308
|
|
|
Total Assets
|
|
$
|
6,635,616
|
|
|
$
|
17,997,243
|
|
|
$
|
21,545,974
|
|
|
$
|
34,998,792
|
|
|
$
|
33,365,659
|
|
|
|
|
IFRS
1
|
|
|
IFRS
1
|
|
|
IFRS
1
|
|
|
US GAAP
2 3 4 5 6
|
|
|
US GAAP
2 3 4 5 6
|
|
|
Net Income (Loss)
|
|
$
|
(11,674,061
|
)
|
|
$
|
(11,977,829
|
)
|
|
$
|
(4,077,470
|
)
|
|
$
|
(4,359,091
|
)
|
|
$
|
(16,296,230
|
)
|
|
Loss Per Share
|
|
$
|
(0.18
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.17
|
)
|
|
Mineral Properties
|
|
$
|
5,670,409
|
|
|
$
|
11,592,105
|
|
|
$
|
10,180,650
|
|
|
$
|
10,338,357
|
|
|
$
|
10,690,539
|
|
|
Shareholders’ Equity
|
|
$
|
5,905,723
|
|
|
$
|
16,999,901
|
|
|
$
|
20,048,338
|
|
|
$
|
13,441,816
|
|
|
$
|
13,172,334
|
|
|
Total Assets
|
|
$
|
6,635,616
|
|
|
$
|
17,997,243
|
|
|
$
|
21,545,974
|
|
|
$
|
14,951,465
|
|
|
$
|
14,719,370
|
|
|
1
|
The financial information for years ended April 30, 2013, 2012 and 2011 are prepared using the International Financial Reporting Standards (“IFRS”). The Company’s transition date is May 1, 2010. The application of IFRS conforms in all material respects for the years ended April 30, 2013, 2012 and 2011 with United States GAAP. All the financial information prior to the Company’s transition date is presented in accordance with the Canadian generally accepted accounting principles (“Canadian GAAP”).
|
2
The cumulative net loss under IFRS/US GAAP at April 30, 2013 is approximately $
103
million.
|
3
|
Under US GAAP, options granted to non-employees as compensation for services provided are fair valued and an expense recorded.
|
|
4
|
Under SEC interpretation of US GAAP, all exploration costs on mineral properties prior to the establishment of proven or probable reserves are expensed as incurred.
|
|
5
|
Under Canadian income tax legislation, we are permitted to issue shares whereby we agree to incur qualifying expenditures (as defined under the Income Tax Act of Canada) on our mineral properties and renounce the related income tax deductions to the investors. Under Canadian GAAP, flow-through shares are accounted for as part of the issuance of capital stock at the price paid for the shares, net of any future income tax liability. Under US GAAP/IFRS, any difference between the market price of our common shares and the fair value of the flow-through shares must be recorded as a liability if a premium is paid by investors or as an asset if investors are purchasing the shares at a discount. The asset or liability is charged to income as the flow-through share proceeds are expended on qualifying expenditures.
|
|
6
|
Under both IFRS and US GAAP, basic loss per share is calculated using the weighted average number of common shares outstanding during the year. Under US GAAP, the weighted average number of common shares outstanding excludes any shares held in escrow for which the release is subject to certain performance conditions.
|
|
7
|
On October 28, 2010, the common shares of the Company were consolidated on the basis of four pre-consolidation shares for one post-consolidation share. The numbers presented for fiscal 2013. 2012 and 2011 are presented on post-consolidated basis, while the numbers presented for fiscal 2010 and 2009 are presented on a pre-consolidated basis.
|
Exchange Rates
The following table sets forth the high and low rates of exchange for the Canadian Dollar for each month during the previous six months. The table also sets forth the average exchange rates for the Canadian Dollar for the five most recent fiscal years ended April 30th. The yearly average rate means the average of the exchange rates based on the daily rates during each fiscal period.
For purposes of this table, the rates of exchange are those quoted by the Bank of Canada. The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.
|
Period
|
|
High
(1)
|
Low
(1)
|
|
|
|
|
|
|
June 2013
|
|
1.0556
|
1.0137
|
|
May 2013
|
|
1.0402
|
1.0017
|
|
April 2013
|
|
1.0295
|
1.0054
|
|
March 2013
|
|
1.0343
|
1.0145
|
|
February 2013
|
|
1.0314
|
0.9952
|
|
January 2013
|
|
1.0101
|
0.9815
|
|
|
|
|
|
|
|
Average
(2)
|
|
|
|
Fiscal year ended April 30, 2013
|
1.0054
|
|
|
|
Fiscal year ended April 30, 2012
|
0.9928
|
|
|
|
Fiscal year ended April 30, 2011
|
1.0138
|
|
|
|
Fiscal year ended April 30, 2010
|
1.0721
|
|
|
|
Fiscal year ended April 30, 2009
|
1.1501
|
|
|
|
Fiscal year ended April 30, 2008
|
1.0175
|
|
|
The exchange rate was 1.0363 on July 19, 2013.
|
(1)
|
Means the intra-day high/low rate during the period.
|
(2) Means the average of the noon day rates on the last day of each month during the period.
|
3.B.
|
Capitalization and Indebtedness
|
Not applicable
|
3.C.
|
Reasons for the Offer and Use of Proceeds
|
Not applicable
We are subject to a number of risks due to the nature of our business, including our present exploration state. The following describes the material risks that could affect us.
There has been significant economic uncertainty since the second half of 2008 and it has affected the Company’s operations.
The recent unprecedented events in global financial markets have had a profound impact on the global economy. Many industries, including the mining industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk,
devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company’s growth and profitability. Specifically:
|
•
|
the global credit/liquidity crisis could impact the cost and availability of financing and the Company’s overall liquidity;
|
|
•
|
the volatility of mineral prices would impact the Company’s revenues, profits, losses and cash flow potential;
|
|
•
|
volatile energy prices, commodity and consumables prices and currency exchange rates would impact the Company’s production costs; and
|
|
•
|
the devaluation and volatility of global stock markets would impact the valuation of the Company’s equity and other securities.
|
These factors could have a material adverse effect on the Company’s financial condition and results of operations. As a result, the Company will consider its plans and options carefully in fiscal 2013.
No known reserves
Our properties are in the exploration stage and are without a known body of mineral reserves.
We have no mineral producing properties at this time. Only those mineral deposits that we can economically and legally extract or produce, based on a comprehensive evaluation of cost, grade, recovery and other factors, are considered “reserves.” We have not defined or delineated any proven or probable reserves on any of our properties. Although the mineralized material and mineralized deposit estimates included herein have been carefully prepared by us, or, in some instances have been prepared, reviewed or verified by independent mining experts, these amounts are estimates only and no assurance can be given that any particular level of recovery of uranium, vanadium, copper, gold, base metals and other minerals from mineralized material will in fact be realized or that an identified mineralized deposit will ever qualify as a commercially mineable (or viable) reserve.
Our planned exploration programs may not result in profitable commercial mining operations
Our operations involve exploration, and there is no guarantee that any of our activities will result in commercial production of any mineral deposits. The exploration for and development of mineral deposits involves significant financial and other risks which even a combination of careful evaluation, experience and knowledge may not eliminate. Most exploration projects do not result in the discovery of commercially mineable deposits. Major expenses are required to locate and establish mineral reserves, to develop metallurgical processes, and to construct mining and processing facilities at a particular site. Our planned exploration programs may not result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as quantity and quality of the minerals, costs and efficiency of the recovery methods that can be employed; proximity to infrastructure; financing costs; mineral prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot be accurately predicted but could have a material adverse effect upon our operations and/or our ability to receive an adequate return on our invested capital. There is no certainty that our expenditures made towards the search and evaluation of uranium, vanadium, copper, gold, base metals and other minerals result in discoveries of mineral resources, mineral reserves or any other mineral occurrences, or in profitable commercial mining operations.
Mining operations generally involve a high degree of risk
Our operations are subject to all the hazards and risks normally encountered in the exploration, development and production of uranium and other minerals, including environmental pollution, accidents or spills, industrial accidents, labor disputes, changes in the regulatory environment, natural phenomena, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, delays in or cessation of production, exploration or development, monetary losses and cost increases which could make us uncompetitive, and could lead to possible legal liability. Although adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. In addition, due to the radioactive nature of the materials handled in uranium mining, applicable regulatory requirements result in additional costs that must be incurred.
Our resource estimates may not be reliable
There is no certainty that any of our mineral resources will be economically mineable. Until a deposit is actually mined and processed the quantity of mineral resources and grades must be considered as estimates only. Valid estimates made at a given time may significantly change when new information becomes available. In addition, the quantity of mineral resources may vary depending on, among other things, metal prices. Any material change in quantity of mineral resources, grade or stripping ratio may affect the economic viability of our properties or any project we undertake. In addition, there can be no assurance that mineral or other metal recoveries in small scale laboratory tests will be duplicated in a larger scale test under on-site conditions or during production.
Fluctuations in prices of uranium, vanadium, copper, gold, base metals and other minerals, results of drilling, metallurgical testing and production and the evaluation of studies, reports and plans subsequent to the date of any estimate may require revision of such estimate. Any material reductions in estimates of mineral resources could have a material adverse effect on our results of operations and financial condition.
We rely on a limited number of properties
Our only properties of interest are currently the Central Mineral Belt properties in Labrador, the Victoria Lake property in Newfoundland and the Bootheel property in the United States. As a result, unless we acquire additional property interests, any adverse developments affecting these properties could have a material adverse effect upon our business and would materially and adversely affect our potential mineral resource production, profitability, financial performance and results of operations.
Competition from other energy sources and public acceptance of nuclear energy may affect the demand for uranium
Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrate and uranium conversion services. Furthermore, the growth of the uranium and nuclear power industry beyond its current level will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry.
We face strong competition for the acquisition of mining properties
The mining industry is competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, uranium and precious metals. Many of these companies have greater financial resources, operational experience and technical capabilities than we do. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on
terms we consider acceptable, if at all. Consequently, our revenues, operations and financial condition could be materially adversely affected.
The Nunatsiavut moratorium may adversely affect our ability to raise capital
In order to develop the tools to evaluate the impact of large-scale development projects and the environmental impact, on April 8, 2008, Labrador’s Nunatsiavut Government announced a moratorium on uranium mining on Inuit land it governs that was supposed to continue until March 31, 2011. Even though the majority of our uranium properties did not fall under Nunatsiavut jurisdiction, we had experienced waning shareholder interest and difficulty in raising the capital required for the development of the Labrador projects. The moratorium was lifted on March 9, 2012; however, the difficulties associated with raising capital may continue as an ongoing effect of the moratorium being put in place.
We do not have a history of mineral production or operations
We have never had any interest in mineral producing properties. There is no assurance that commercial quantities of minerals will be discovered at our current properties or any future properties, nor is there any assurance that our exploration programs thereon will yield any positive results. Even if commercial quantities of minerals are discovered, there can be no assurance that any of our properties will ever be brought to a stage where mineral resources can profitably be produced thereon. Factors which may limit our ability to produce mineral resources from our properties include, but are not limited to, the price of the mineral resources which are being explored for, availability of additional capital and financing and the nature of any mineral deposits.
We do not have an extensive operating history and there can be no assurance of our ability to operate our projects profitably in the future.
Our insurance will not cover all the potential risks associated with our operations
Our business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or other properties, delays in mining, monetary losses and possible legal liability.
Our insurance will not cover all the potential risks associated with a mining company’s operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not be available or may not be adequate to cover any resulting liability. Moreover, there are risks against which we cannot insure or against which we may elect not to insure. Insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to us or to other companies in the uranium mining industry. We might also become subject to liability for pollution or other hazards which we may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause substantial delays and require us to incur significant costs that could have a material adverse effect upon our financial condition, results of operations, competitive position and potentially our financial viability.
Our operations are subject to environmental regulation
All phases of our operations are subject to environmental regulation in the various jurisdictions in which we operate or may operate in the future. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not
adversely affect our operations. Environmental hazards may exist on the properties on which we hold interests which are unknown to us at present and which have been caused by previous or existing owners or operators of the properties.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
Our operations are dependent on adequate infrastructure
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.
Our properties may be subject to undetected title defects
It is possible there may still be undetected title defects affecting our properties. Title insurance generally is not available, and our ability to ensure that we have obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Furthermore, we have not conducted surveys of the claims in which we hold interests and, therefore, the precise area and location of such claims may be in doubt. Accordingly, our properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects which could have a material adverse impact on our operations. In addition, we may be unable to operate our properties as permitted or to enforce our rights with respect to our properties.
We may be subject to additional costs for land reclamation
It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with our properties. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon our financial condition and results of operations.
The inability to obtain necessary permits would adversely affect our ability to operate our business
We may not receive the necessary permits or receive them on acceptable terms, if at all, in order to conduct further exploration and to develop our properties. The failure to obtain such permits, or delays in obtaining such permits, could adversely affect our operations.
Government approvals, approval of aboriginal people and permits are currently and may in the future be required in connection with our operations. To the extent such approvals are required and not obtained; we may be curtailed or prohibited from continuing our mining operations or from proceeding with planned exploration or development of mineral properties.
We will require additional capital for our mining operations
The development and exploration of our mining properties will require substantial additional financing. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, development or production on our properties or even a loss of property interest. There can be no assurance that additional capital will be available when needed or that, if available, the terms of financing such capital will be acceptable to us. In addition, any future financing may be dilutive to our existing shareholders.
Future production from our mining properties, if any, is dependent upon the prices of uranium, vanadium, copper, gold, base metals and other minerals being adequate to make these properties economically viable
Mineral and base metals prices received, if any, could be such that our properties cannot be mined at a profit. The price of our common shares, and our financial results and exploration, development and mining activities may in the future be significantly and adversely affected by declines in the price of uranium, vanadium, copper, gold, base metals and other minerals. The price of uranium, vanadium, copper, gold, base metals and other minerals fluctuates widely and is affected by numerous factors beyond our control such as the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, the political and economic conditions and production costs of major mineral-producing countries throughout the world, and the cost of substitutes, inventory levels and carrying charges. With respect to uranium, such factors include the demand for nuclear power, political and economic conditions in uranium producing and consuming countries, uranium supply from secondary sources, uranium production levels and costs of production. Future serious price declines in the market value of uranium, vanadium, copper, gold, base metals and other minerals could cause development of and commercial production from our properties to be impracticable. Depending on the price of uranium, vanadium, copper, gold, base metals and other minerals, cash flow from mining operations may not be sufficient and we could be forced to discontinue production and may lose our interest in, or may be forced to sell, some of our properties. Future production from our mining properties, if any, is dependent upon the prices of uranium, vanadium, copper, gold, base metals and other minerals being adequate to make these properties economically viable.
In addition to adversely affecting our reserve estimates, if any, and our financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.
Exchange rate fluctuations may effectively increase our costs of exploration and production
Exchange rate fluctuations may affect the costs that we incur in our operations. Uranium, vanadium, copper, gold, base metals and other minerals are generally sold in U.S. dollars and our costs are incurred principally in Canadian dollars. We also operate a mineral exploration project in the United States that require payments to be made in U.S. dollars. The appreciation of non-U.S. dollar currencies against the U.S. dollar can increase the cost of exploration and production in U.S. dollar terms, which could materially and adversely affect our profitability, results of operations and financial condition.
Our operations are subject to extensive governmental regulation that may adversely affect our operating costs
Our mining, processing, development and mineral exploration activities are subject to various laws governing prospecting, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people, and other matters. Although our exploration and development activities are currently carried out in accordance with all applicable rules and regulations, new rules and regulations may be enacted or existing rules and regulations may be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a substantial adverse impact on our operations. Worldwide demand for uranium is directly tied to the demand for energy produced by the nuclear electric industry, which is also subject to extensive government regulations and policies.
Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on our operations and cause increases in exploration expenses, capital expenditures or production costs, or reduction in levels of production at producing properties, or require abandonment or delays in development of new mining properties.
The market price of our common shares may experience substantial volatility
In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many mineral exploration companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. The price of our common shares is also likely to be significantly affected by short-term changes in prices of uranium, vanadium, copper, gold, base metals and other minerals, or in our financial condition or results of operations as reflected in our quarterly earnings reports. Other factors unrelated to our performance that may have an effect on the price of our common shares include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our securities; lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of our common shares; the size of our public float may limit the ability of some institutions to invest in our securities; and a substantial decline in the price of our common shares that persists for a significant period of time could cause our securities to be delisted from such exchange, further reducing market liquidity.
We have not paid dividends in the past and do not expect to pay dividends in the foreseeable future
No dividends on our common shares have been paid to date as we have no earnings. We currently plan to retain all future earnings and other cash resources, if any, for the future operation and development of our business. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account many factors, including our operating results, financial condition, and current and anticipated cash needs.
Future sales of common shares by existing shareholders could adversely affect the trading price of our common shares
Sales of a large number of our common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair our ability to raise capital through future sales of common shares.
We are dependent upon the services of our key executives
We are dependent upon the services of key executives, including our directors and a small number of highly skilled and experienced executives and personnel. Due to our relatively small size, the unanticipated and/or unplanned loss of our Chief Executive Officer or our Executive Chairman or our inability to attract and retain additional highly-skilled employees may adversely affect our future operations.
Our directors and officers have certain conflicts of interest
Certain of our directors and officers also serve as directors and/or officers of other companies involved in natural resource exploration and development and, consequently, there exists the possibility for such directors and officers to be in a position of conflict.
We have no positive cash flow and no recent history of earnings and we are dependent upon public and private contributions of equity to obtain capital in order to sustain our operations
None of our properties have advanced to the commercial production stage and we have no history of earnings or positive cash flow from operations. Our cumulative loss, as of the year ended April 30, 2013 determined in accordance with IFRS is approximately $103 million. We do not know if we will ever generate material revenue from mining operations or if we will ever achieve self-sustaining commercial mining operations. Historically, the only source of funds available to us has been through the sale of our equity securities. Any future additional equity financing would cause dilution to current shareholders.
Dilution through employee, director and consultant stock options and warrants could adversely affect our shareholders by decreasing shareholder value
Because our success is highly dependent upon our employees, we have granted to some or all of our key employees, directors and consultants options to purchase common shares as non-cash incentives. In addition we have also issued share purchase units and warrants to investors and brokers in connection with equity financings. To the extent that significant numbers of such options, warrants and share purchase units may be granted and exercised, the interests of our other shareholders may be diluted.
As of July 19, 2013 we had 4,792,131 purchase options, and 9,172,464 share purchase warrants outstanding. If all of these securities were exercised, the number of common shares issued and outstanding would increase from 65,782,178 to 79,746,773. This represents an increase of 17.51 % in the number of shares issued and outstanding and would result in significant dilution to current shareholders.
If we become subject to the SEC’s penny stock rules, the risks associated with penny stock classification could affect the marketability of our equity securities and shareholders could find it difficult to sell their common shares
If we do not maintain a listing of our common stock on a national securities exchange in the United States, and given that the trading price of our common shares on OTC Market Group’s OTCQB Marketplace is less than US $5.00 per share, our common stock is subject to the SEC’s “penny stock” rules as defined in Rule 3a51-1 under the Securities Exchange Act of 1934 (“Exchange Act”). The SEC has adopted the penny stock rules to regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than US $5.00, other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange.
Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our equity securities in the United States and shareholders may find it more difficult to sell their shares.
U.S. investors may not be able to enforce their civil liabilities against us or our directors, controlling persons and officers
It may be difficult to bring and enforce suits against us. We are incorporated in the province of British Columbia under the Business Corporations Act (British Columbia). The majority of our directors and officers are residents of Canada, and all or substantial portions of their assets are located outside of the United States, predominately in Canada. As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them. In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.
However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions. Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example, where:
|
a)
|
the U.S. court that rendered the judgment had no jurisdiction according to applicable Canadian law;
|
|
b)
|
the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;
|
|
c)
|
the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure; or
|
|
d)
|
a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court.
|
As a "foreign private issuer”, we are exempt from the Section 14 proxy rules and Section 16 reporting rules under the Exchange Act which may result in shareholders having less complete and timely data
The submission of proxy and annual shareholder meeting information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data than if we were subject to the SEC’s domestic issuer proxy rules under Section 14 of the Exchange Act. The exemption from Section 16 rules under the Exchange Act that require the reporting of acquisitions and disposition of our equity securities by our officers, directors and greater than 10% shareholders also may result in shareholders having less data.
If we are characterized as a passive foreign investment company (“PFIC”), our shareholders may be subject to adverse U.S. federal income tax consequences.
We have not made a determination as to whether we are considered a PFIC as such term is defined in the U.S. Internal Revenue Code of 1986 (the “Code”), for U.S. federal income tax purposes for the current tax year and any prior tax years. A non-U.S. corporation generally will be considered a PFIC of any tax year if either (1) at least 75% of its gross income is passive income or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income.
In general, if we are or become a PFIC, any gain recognized on the sale of our common stock and any “excess distributions” (as specifically defined in the U.S. Internal Revenue Code of 1986) paid on the common stock must be ratably allocated to each day in a U.S. taxpayer’s holding period for the securities. The amount of any such gain or excess distribution allocated to prior years of such U.S. taxpayer’s holding period for the common stock generally will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year, and the U.S. taxpayer will be required to pay interest on the resulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year.
Litigation
Due to the nature of our business, we may become subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business.
|
ITEM 4.
|
INFORMATION ON THE COMPANY
|
4.A. History and Development of the Company
Introduction
Crosshair Energy Corporation (the “Company” or “Crosshair”) was incorporated as a specially limited company pursuant to the
Company Act
(British Columbia) (replaced by the
Business Corporations Act
(British Columbia) effective March 29, 2004) on September 2, 1966 under the name
Shasta Mines & Oil Ltd.
(Non-Personal Liability). We converted from a Private Company to a Public Company on February 20, 1967. On February 4, 1975 we changed our name to
International Shasta Resources Ltd.
(Non-Personal Liability) and consolidated our share capital on the basis of one new share for five old shares and increased our share capital from 600,000 common shares to 3,000,000 common shares. On September 14, 1977 we increased our authorized share capital from 3,000,000 common shares to 5,000,000 common shares. On April 5, 1982, we increased our authorized share capital from 5,000,000 common shares to 10,000,000 common shares by Special Resolution. On March 5, 1986 we converted from a Specially Limited Company into a Limited Company under the name of International Shasta Resources Ltd. and increased our authorized share capital from 10,000,000 common shares to 30,000,000 common shares. On May 20, 1994, we changed our name to
Consolidated Shasta Resources Inc
. and consolidated our share capital on the basis of one new share for ten old shares and increased our authorized share capital from 3,000,000 common shares to 20,000,000 common shares. On November 23, 1994 we changed our name to
Lima Gold Corporation
and on September 21, 1999 we changed our name to
International Lima Resources Corp.
and consolidated our share capital on the basis of one new share for three old shares and increased our authorized share capital from 6,666,667 common shares to 20,000,000 common shares. On November 5, 2003 we increased our authorized share capital from 20,000,000 common shares to 100,000,000 common shares. On March 1, 2004 we changed our name to
Crosshair Exploration & Mining Corp.
On June 1, 2004 we replaced our Memorandum with a Notice of Articles as required by the
Business Corporations Act
(British Columbia). On March 11, 2005 we changed our authorized capital to an unlimited number of common shares. On December 15, 2010, we consolidated our share capital on the basis of one new share for four old shares. On October 28, 2011 we changed our name from Crosshair Exploration & Mining Corp. to
Crosshair Energy Corporation
.
Our executive office is located at:
Suite 1240 - 1140 West Pender Street
Vancouver, British Columbia, Canada V6E 4G1
Telephone: (604) 681-8030
Facsimile: (604) 681-8039
Website:
www.crosshairenergy.com
Email:
jcrawford@kingandbay.com
The contact person is: Mr. Jim Crawford, Chief Executive Officer and President.
Our fiscal year ends April 30th.
Our common shares first began trading on the Vancouver Stock Exchange under the name Shasta Mines & Oil Ltd. on March 14, 1969. Our common shares began trading on the TSX Venture Exchange with the trading symbol “CXX” on March 1, 2004. On February 10, 2006, we graduated to Tier 1 on the TSX Venture Exchange. On May 7, 2007, our common shares began trading on the American Stock Exchange (now NYSE MKT) with the trading symbol “CXZ.” On May 12, 2008, our common shares began trading on the Toronto Stock Exchange with the trading symbol “CXX” and ceased trading on the TSX Venture Exchange. On June 18, 2013 the Company filed a Form 25 – Notice of Removal from Listing and/or Registration under section 12(b) of the Securities Exchange Act of 1934 with the United States Securities and Exchange Commission (“SEC”). Our common shares were voluntarily delisted from NYSE MKT on July 1, 2013 and began trading on the OTC Market Group’s OTCQB Marketplace on July 1, 2013 with the trading symbol “CRHRF”.
On March 29, 2004, the
Company Act
(British Columbia) (the “Company Act”) was replaced by the
Business Corporations Act
(British Columbia) (the “BCBCA”). Accordingly, we are now subject to the BCBCA and are no longer governed by the Company Act. There are a number of differences under the BCBCA, which differences are designed to provide greater flexibility and efficiency for British Columbia companies.
Under the BCBCA, every company incorporated under the Company Act was required to complete a mandatory transition rollover under the BCBCA to substitute a Notice of Articles for its Memorandum within two years of March 29, 2004. On June 1, 2004 we replaced our Memorandum with a Notice of Articles as is required by the BCBCA. The only information contained in the Notice of Articles is the authorized share structure of the company, the name of the company, the address of the registered and records office of the company, and the names and addresses of the directors of the company.
On March 31, 2009, Crosshair and Target Exploration and Mining Corp. (“Target”) successfully closed a plan of arrangement whereby Crosshair acquired all the outstanding common shares of Target and Target has become a wholly owned subsidiary of Crosshair. Target shareholders received approximately 14.7 million common shares of Crosshair (1.2 Crosshair shares for each Target common share outstanding) with an estimated market value of approximately $2.6 million. In addition, each outstanding Target warrant and stock option which gives the holder the right to acquire common shares of Target was exchanged for a warrant or stock option which gives the holder the right to acquire common shares of Crosshair on the exchange ratio of 1.2 Crosshair shares for each Target warrant or stock option exercised, with all other terms of such warrants and options (such as term and expiry) remaining unchanged. As a result of the acquisition of Target, Crosshair acquired an interest in the Bootheel and Sinbad projects in Wyoming and Utah, USA respectively. During fiscal 2010, we allowed all 62 mineral claims on the Sinbad property located in Emery County, Utah, to lapse, and the State Lease with the State of Utah was not renewed.
Property Acquisitions
Since the beginning of fiscal 2013, we have acquired no additional properties.
Property Terminations
Since the beginning of fiscal 2013, we have dropped a total of 1,186 claims from the CMB project; 41 claims from the CMB-JV project and 36 claims from the Victoria Lake project. In addition, the entire Golden Promise Property was returned to the original vendor and the 45 claims comprising the South Golden Promise Property were also dropped. With respect to our Wyoming properties, Crosshair has terminated its option agreement with Strathmore Minerals regarding the Juniper Ridge project, returning the entire land package to them. The Mineral Lease and Surface Access Agreements between MJ Ranches and Crosshair pertaining to certain sections of the Bootheel property expired during fiscal 2013 and were not renewed. Crosshair has also dropped the 107 claims and one State lease that constituted the Buck Point property, as well as 86 claims from the Bootheel property. The Company has reviewed and has impaired its exploration and evaluation assets accordingly in its financial statements to reflect the above developments.
Capital Expenditures
Our capital expenditures, excluding property, plant and equipment, for the last three fiscal years were as follows:
|
Fiscal Year
|
Expenditures
|
|
Fiscal 2011
|
$474,183
(
1)
|
|
Fiscal 2012
|
$1,411,455
(2)
|
|
Fiscal 2013
|
$224,816
(3)
|
(1) The funds were spent as outlined below:
|
Expense ($)
|
CMB
|
CMB JV
|
Bootheel
Project
|
Golden
Promise
|
Juniper
Ridge
|
Other
Claims
|
|
Acquisition costs
|
200,000
|
--
|
40,903
|
335
|
232,945
|
--
|
(2) These funds were spent as outlined below:
|
Expense ($)
|
CMB
|
CMB JV
|
Bootheel
Project
|
Golden
Promise
|
Juniper
Ridge
|
Other
Claims
|
|
Acquisition costs
|
653,574
|
--
|
38,589
|
23,185
|
696,107
|
--
|
(3) These funds were spent as outlined below:
|
Expense ($)
|
CMB
|
CMB JV
|
Bootheel
Project
|
Golden
Promise
|
Juniper
Ridge
|
Other
Claims
|
|
Acquisition costs
|
200,000
|
--
|
1,283
|
20,000
|
3,533
|
--
|
We expect to incur capital expenditures of approximately $
280,000
million for fiscal year 2014. Our capital expenditures are financed through sales of our common shares.
Exploration and evaluation expenses
Upon transition to IFRS, the Company recorded the following exploration and evaluation expenses in relation to its mineral properties.
|
Fiscal Year
|
Expenditures
|
|
Fiscal 2011
|
$883,152
1)
|
|
Fiscal 2012
|
$6,630,464
(2)
|
|
Fiscal 2013
|
$2,835,066
(3)
|
|
(1)
|
The following expenses for April 30, 2011 were reclassified to comply with requirements under IFRS:
|
|
Expense ($)
|
CMB
|
CMB JV
|
Bootheel
Project
|
Golden
Promise
|
Juniper
Ridge
|
Other
Claims
|
|
Drilling and trenching
|
$ --
|
$ --
|
$ --
|
$ 39,853
|
$ --
|
$ --
|
|
Geology
|
240,974
|
190,385
|
43,512
|
278,413
|
25,513
|
9,924
|
|
Geophysics
|
--
|
--
|
--
|
65,442
|
--
|
--
|
|
Geochemistry
|
3,637
|
27,800
|
--
|
43,475
|
--
|
--
|
|
Metallurgy
|
22,235
|
--
|
--
|
54,586
|
--
|
--
|
|
Administration
|
4,485
|
14,088
|
21,241
|
15,649
|
--
|
--
|
|
Technical analysis
|
(652)
|
(871)
|
--
|
(3,850)
|
--
|
--
|
|
Future reclamation
|
(25,209)
|
(5,445)
|
--
|
(583)
|
--
|
--
|
|
JCEAP refunds
|
--
|
--
|
--
|
(155,439)
|
--
|
--
|
|
Recovery – JV partner
|
--
|
--
|
(26,011)
|
--
|
--
|
--
|
|
(2)
|
These funds were spent as outlined below:
|
|
Expense ($)
|
CMB
|
CMB JV
|
Bootheel
Project
|
Golden
Promise
|
Juniper
Ridge
|
Other
Claims
|
|
Drilling and trenching
|
$1,033,429
|
$1,860,522
|
$710,552
|
$ 45,295
|
$929,475
|
$ --
|
|
Geology
|
441,464
|
514,365
|
466,545
|
98,445
|
427,398
|
--
|
|
Geophysics
|
896
|
896
|
47,398
|
2,500
|
289,556
|
--
|
|
Geochemistry
|
8,905
|
3,305
|
--
|
--
|
--
|
--
|
|
Metallurgy
|
--
|
--
|
--
|
--
|
22,987
|
--
|
|
Administration
|
9,456
|
6,561
|
19,300
|
60
|
6,951
|
--
|
|
Technical analysis
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Future reclamation
|
(162,239)
|
(43,337)
|
--
|
--
|
--
|
(7,664)
|
|
Pre-acquisition cost
|
--
|
--
|
--
|
--
|
--
|
153,170
|
|
JCEAP refunds
|
--
|
(150,000)
|
--
|
--
|
--
|
--
|
|
Recovery
|
--
|
(105,727)
|
--
|
--
|
--
|
--
|
|
(3)
|
These funds were spent as outlined below:
|
|
Expense ($)
|
CMB
|
CMB JV
|
Bootheel
Project
|
Golden
Promise
|
Juniper
Ridge
|
Other
Claims
|
|
Drilling and trenching
|
$731,850
|
$ --
|
$13,433
|
$ --
|
$328,080
|
$ --
|
|
Geology
|
1,456,437
|
--
|
35,816
|
24,524
|
339,683
|
--
|
|
Geophysics
|
11,591
|
--
|
--
|
--
|
44,918
|
--
|
|
Geochemistry
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Metallurgy
|
--
|
--
|
--
|
--
|
15,892
|
--
|
|
Administration
|
10,434
|
--
|
45,981
|
--
|
44,902
|
--
|
|
Permitting
|
--
|
--
|
--
|
--
|
37,395
|
--
|
|
Hydrology
|
--
|
--
|
271
|
--
|
--
|
--
|
|
Technical analysis
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Reclamation Costs
|
--
|
--
|
--
|
22,741
|
--
|
--
|
|
Pre-acquisition cost
|
--
|
--
|
--
|
--
|
--
|
--
|
|
JCEAP refunds
|
(150,000)
|
(150,000)
|
--
|
--
|
--
|
--
|
|
Recovery
|
--
|
--
|
(28,882)
|
--
|
--
|
--
|
4.B. Business Overview
Historical Corporate Development
We are a mineral exploration company engaged in the acquisition and exploration of mineral properties (primarily uranium, base and precious metals). We do not have any producing mineral properties at this time. Our business is presently focused on the exploration and evaluation of various mineral deposits in North America.
We are currently focusing our exploration and evaluation activities in the Province of Newfoundland and Labrador and the State of Wyoming on the following properties:
|
·
|
Central Mineral Belt properties located in Labrador, Canada.
|
|
·
|
The Bootheel Project LLC located in Wyoming, U.S.A.
|
Material Effects of Government Regulations
Our current and anticipated future operations, including further exploration activities, require permits from various Canadian Federal and Provincial and U.S. Federal and State governmental authorities. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on us and cause increases in capital expenditures which could result in our ceasing operations. We have had no material costs related to compliance and/or permits in recent years, and anticipate no material costs in the next year.
Field work is prohibited on certain parts of the Bootheel Properties due to the presence of sage grouse mating areas during the period March 15
th
to June 30
th
.
In order to develop the tools to evaluate the impact of large-scale development projects and the environmental impact, on April 8, 2008, Labrador’s Nunatsiavut Government announced a moratorium on uranium mining on Inuit land it governs that was supposed to continue until March 31, 2011. The moratorium was officially lifted on March 9, 2012. On July 20, 2011 it was announced that a draft land use plan for the Labrador Inuit Settlement Area had been adopted-in-principle for the purpose of public hearings by the Government of Newfoundland and Labrador and the Nunatsiavut Government. The hearings took place in the five Inuit communities of Nain, Hopedale, Makkovik, Postville, and Rigolet, as well as Mud Lake, Happy Valley-Goose Bay, North West River and St. John’s.
The moratorium had a material adverse impact on all uranium exploration and mining companies in Labrador, regardless of whether their properties fall under Nunatsiavut jurisdiction. Even though the majority of our uranium properties do not fall under Nunatsiavut jurisdiction, we have experienced waning shareholder interest and difficulty in raising the capital required for the development of our projects.
Seasonality
We can only carry out exploration when weather is favorable. Typically, we cannot carry out any work at a reasonable cost during the months of November and December for winter freeze-up and March and April for spring break-up on our Canadian properties.
Dependency upon Patents/Licenses/Contracts/Processes
Not applicable
Sources/Availability of Raw Materials
Not applicable
|
4.C.
|
Organization Structure
|
Crosshair is a corporation subject to the BCBCA. Crosshair owns 100% of the issued and outstanding shares in each of the following subsidiaries:
|
1.
|
Target Exploration and Mining Corp. (“Target”), a British Columbia corporation.
|
|
a.
|
Target owns all of the issued and outstanding shares in Crosshair Energy USA, Inc. (formerly 448018 Exploration Inc.), a Nevada Corporation.
|
|
i.
|
Crosshair Energy USA, Inc. holds an 81% interest in The Bootheel Project LLC.
|
|
2.
|
Gemini Metals Corp., a British Columbia corporation.
|
|
4.D.
|
Property, Plants and Equipment
|
Our properties are in the exploration stage and a substantial amount of capital will have to be spent on each property before we will know if they contain commercially viable mineral deposits. Our material property is located in the Province of Newfoundland and Labrador, Canada. Our properties are without known reserves and the work being done by us is exploratory in nature.
Our executive offices are located shared office premises of approximately 8,240 square feet at Suite 1240, 1140 West Pender Street, Vancouver, British Columbia Canada. We have occupied these facilities since 2006. Beginning on January 1, 2010 (revised on October 1, 2010), we entered into a management services agreement with King & Bay West Management Corp. (formerly Forbes West Management Corp) (“King & Bay West”) under which King & Bay West provides shared office space for the Company and other companies that King & Bay West provides management services to. As part of this agreement, King & Bay West has assumed the lease for the office facilities occupied by the Company.
National Instrument 43-101 Compliance
Except as otherwise indicated, C. Stewart Wallis, P.G., P.Geo., having a business address at Suite 1240, 1140 West Pender Street, Vancouver, British Columbia, V6E 4G1, a Director of Crosshair and a Qualified Person as defined by NI 43-101, has reviewed and is responsible for the technical information contained in this Annual Report on Form 20-F. Stewart Wallis has consented to the inclusion of his name and the statements attributed to him in this Annual Report on Form 20-F. Further information about the Company’s mineral properties can be found in the following technical reports which are available on SEDAR at
www.sedar.com
:
|
·
|
CMB JV Uranium Project
: The Technical Report titled “Technical Report on the CMBNW Property, Labrador Canada” dated June 22, 2009 (filed as an exhibit to our Form 6-K on June 24, 2009).
|
|
·
|
CMB Property
: The Technical Report titled “Form 43-101 Technical Report on the Central Mineral Belt (CMB) Uranium - Vanadium Project, Labrador, Canada” dated January 20, 2011 (Rev March 10, 2011) (filed as an exhibit to our Form 6-K on March 17, 2011).
|
Newfoundland
Golden Promise Property and Agreements
Crosshair entered into the Golden Promise Option and Joint Venture Agreement dated April 8, 2009 between Crosshair and Paragon, pursuant to which it acquired a 60% interest in the Golden Promise Gold Project in Central Newfoundland, Canada with an option to acquire up to a 70% interest.
Work completed on the property to date confirms the exploration prospectivity of the area, however, the current poor state of the junior resource market renders financing such early stage projects virtually impossible. As a result, the decision was made to drop this ground and expend no additional funds. The property has since been returned to the vendor.
South Golden Promise Property and Agreements
The South Golden Promise Property agreement includes two separate blocks of licenses, these being the South Golden Promise and the Victoria Lake claim blocks, which collectively cover 1,975 hectares in 79 map-staked claims. The South Golden Promise Property consists of 45 claims, each 500 by 500 metres in size.
Under the terms of an agreement dated February 14, 2003 with Paragon, Crosshair earned a 60% interest in the South Golden Promise Property in consideration for issuing a total of 100,000 common shares and incurring a minimum of $1,750,000 in exploration expenditures.
As was the case with the Golden Promise project, work completed on the South Golden Promise project to date confirms the exploration prospectivity of the area, however, the current poor state of the junior resource market
renders financing such early stage projects virtually impossible. As a result, the decision was made, in conjunction with our JV partner to expend no additional funds on this project and to drop the 45 claims that constitute the South Golden Promise Property.
Victoria Lake Property and Agreements
Paragon acquired an option to earn a 100% interest in the South Golden Promise Property pursuant to an underlying option agreement, dated January 8, 2003, with Al Keats, Calvin Keats and Kevin Keats. The vendors are entitled to a 2.5% Net Smelter Return. Paragon can repurchase a 1.5% Net Smelter Return for $1,500,000 and has a right of first refusal with respect to the remaining 1.0%. As of September 2005, Paragon completed its obligations under its option agreement with the vendors and now holds a 100% interest in the South Golden Promise Property subject to the 2.5% Net Smelter Return.
Under the terms of an agreement dated February 14, 2003 with Paragon, we earned a 60% interest in the South Golden Promise Property in consideration for issuing a total of 100,000 common shares and incurring a minimum of $1,750,000 in exploration expenditures.
As noted above, the South Golden Promise Property agreement includes two separate blocks of licenses, these being the South Golden Promise and the Victoria Lake claim blocks. The Victori Lake portion of the property currently consists of 70 mineral claims. A total of 36 claims were dropped since the beginning of fiscal 2013.
Property Location
The Victoria Lake property is located east and southwest of Red Indian Lake in west central Newfoundland, in the Grand Falls – Buchans Electoral District.
Accessibility
The Victoria Lake claims are accessible by the main logging road leading west from the Exploits Dam along the south shore of Red Indian Lake. Numerous older logging roads, generally in poor shape, crosscut the property and afford locally limited access.
History
The Victoria Lake claims are considered highly prospective to host significant quantities of massive sulfides rich in copper, lead, zinc, gold and silver. Noranda carried out numerous exploration programs over the past 25 years including diamond drilling. Favorably altered volcanic rocks were encountered in several localities and suggest that massive sulfide bodies could exist on the claims. Work by Paragon in 2002 located potentially significant gold mineralization in the extreme southwestern portion of the claim group. Results include sulfide-bearing quartz veins that have returned assays of 2.5 and 3.6 grams per tonne gold. The claims covering this gold showing were abandoned by us in 2009. No work has been carried out on the Victoria Lake Claims during the current fiscal year.
Property Geology
The Victoria Lake claims are underlain mainly by volcanic and sedimentary rocks of the Victoria Lake Group. The felsic volcanic rocks in the area are considered highly prospective for hosting significant massive sulfide deposits and several areas of favorably altered and locally mineralized volcanic rocks are known to occur. These areas will be the primary target of exploration efforts on that portion of the property.
Exploration and Development
Since acquiring the property, we have completed several phases of exploration including ground gravity surveying, prospecting, mapping, till and rock sampling as well as excavator trenching on targets defined by the other works. The Victoria Lake claims also had diamond drilling carried out on the potential massive sulfide targets.
At Victoria Lake, an 11 hole (2,197 metre) diamond drilling program was completed in 2006. The program tested several coincidental geological, rock and soil geochemical anomalies as well as geophysical (gravity) anomalies identified by us. Favorably altered, sulfide-bearing felsic volcanic units were encountered in several of the holes. The drilling program was managed by Paragon personnel who have extensive experience in the region and who received 8% of the program costs as a management fee. During 2008, a borehole Pulse EM survey was conducted to test for off-hole conductors that may represent massive sulfides. Interpretation of the data identified several anomalies suggestive of conductive sources within the vicinity of the diamond drill holes. An airborne electromagnetic and magnetic survey was carried out in December 2010 and several anomalies were outlined. Future work will be focused on evaluating these anomalies.
No work was completed on the Victoria Lake Property in the 2013 fiscal year.
Labrador—Central Mineral Belt
CMB Property and Agreements
On October 14, 2004, we entered into an agreement (the ‘Original Moran Lake Agreement”) with a private individual, local prospector Lewis Murphy, for an option to acquire a 90% interest (subject to a 2% NSR and a 10% carried interest to the vendor) in the Moran Lake Property, comprising 67 claims in Central Labrador. On March 1, 2005 we acquired another 187 claims from Lewis Murphy entered into an amending agreement with Mr. Murphy (the “Amended and Restated Moran Lake Agreement”). The Amended and Restated Moran Lake Agreement called for exploration expenditures of $3,000,000, the issuance of 400,000 common shares, and cash payments of
$575,000, with the balance of the shares and cash payable over a five-year term. The agreement also required completion of a bankable feasibility study for the commencement of commercial production on the property within 24 months of completion of the aforementioned obligations.
We subsequently carried out a detailed digital compilation of all the historic work that has been carried out on the property.
To date, we have issued 400,000 common shares, made cash payments totaling $575,000 and spent more than the required minimum $3,000,000 on project expenditures. On May 21, 2008, we entered into a letter agreement (the “Letter Agreement”) with Mr. Murphy whereby we received a three year extension on the requirement to complete the bankable feasibility study such that the study will be due on or before November 10, 2013. Additionally, the Company was required to make advance royalty payments in the amount of $200,000 per year until the commencement of commercial production.
In December 2011, the Company settled a dispute with Mr. Murphy regarding the timing of the advance royalty payments. See “Item 8. Financial Information – 8.A. Consolidated Statements and Other Financial Information – Legal/Arbitration Proceedings – Litigation with Lewis Murphy.” On December 5, 2011, the Company entered into a co-ownership agreement (the “Moran Lake Co-Ownership Agreement”) with Mr. Murphy which agreement amends, clarifies, confirms and replaces the contractual relationship created between the parties further to the Original Moran Lake Agreement, the Amended and Restated Moran Lake and the Letter Agreement. The Moran Lake Co-Ownership Agreement sets out that ownership of the CMB Property shall be as Tenants in Common in proportions of 90% Crosshair and 10% Mr. Murphy. Mr. Murphy shall retain his 10% ownership in the CMB Property until such time as commercial production commences on the property. The Company will be required to make advance royalty payments of $200,000 per year commencing in November 2012. Should the Company choose to bring the Moran Lake Property into production; the advance royalty payments made previously will be deducted against any Net Smelter Royalty owed to the original vendor of the property. In addition, any requirement to complete a bankable feasibility study has been irrevocably waived.
Property Description and Location
The Central Mineral Belt Property is located in the Central Mineral Belt of Labrador, about 140 km north of the town of Happy Valley-Goose Bay and 85 km southwest of the coastal community of Postville on Kaipokok Bay. In a direct line, the property is about 75 km from tidewater to the northeast. The undeveloped Michelin uranium deposit is 60 km east-northeast of the Moran Lake Property. The property area is within the Naskaupi Electoral District of Labrador.
Accessibility
Helicopter and fixed wing service out of Goose Bay are the most efficient means of access to the property. Local infrastructure is confined to the limited facilities of the community of Postville, which has commercial airline service from Goose Bay and commercial ferry service from St John’s, Newfoundland. Coastal boats are available to convey goods and passengers from Happy Valley to Postville. Most necessary goods and services, including charter aircraft, can be obtained in Goose Bay, which has excellent commercial airline connections to St John’s, Halifax and Montreal.
This portion of central Labrador has a sub-Arctic climate, with strong seasonal contrasts marked by short cool summers and long cold winters. Freeze-up typically begins in late October and lasts until early to mid June. Snow cover is relatively heavy and usually lasts seven to eight months. Daytime temperatures during the winter typically range from -15º Celsius to -30º Celsius, while daytime summer temperatures typically range from 15º Celsius to 25º Celsius.
The topography of the Moran Lake area consists of rolling highlands with maximum relief approaching 300m. The hilltops can be partly barren while the slopes and valleys are covered in vegetation, mostly scrubby black spruce and some deciduous trees with a thick intervening growth of alders. Almost everywhere there is a thick ground cover of moss. The valleys are steep sided at many locations and are often host to boggy ground with small ponds
or lakes. Moran Lake, one of the largest lakes on the property, occupies a prominent valley which trends east-northeast.
History
Uranium was first discovered near Moran Lake by British Newfoundland Exploration Limited (“Brinex”), which conducted prospecting, geological mapping and radiometric surveying in the area from 1956 to 1958. In 1964, Mokta Co. Ltd. (Mokta) acquired a development license for the Moran Lake area and subsequently discovered uranium mineralization at Lady Lake, the site of the present C zone. In following years, Mokta completed a considerable amount of prospecting, trenching and packsack drilling in the Moran Lake A, B and C zones. In 1969 however, Mokta allowed the development license to expire at which time the license was granted to Brinex, which did no further work on the property.
In 1976, the license was granted to Commodore Mining Company Limited (Commodore) which in turn optioned the property to Shell Canada Resources Limited (Shell). During September of 1976, Shell performed geological, magnetometer and Track Etch surveys over the B Zone near Henry Lake and did preliminary geological mapping on the C zone. This led to a 15 hole, 864 meter drill program to test the B Zone uranium mineralization during the winter of 1977.
In the summer of 1977, a full exploration program was carried out on the C Zone including detailed geological mapping, systematic trench sampling, a scintillometer survey and a small drill program totaling eight holes and 497 meters. Uranium mineralization was discovered in a fault zone over which VLF-EM, magnetometer and Track Etch surveys were performed during September. In the winter of 1978, Shell completed a 17 hole, 1,542 meter drill program to test the uraniferous fault zone and subsequently found high grade uranium mineralization. The following summer’s exploration program consisted of VLF-EM, magnetometer and altimeter surveys over the entire C Zone, with a 15 hole, 1,581 meter drill program to test the uraniferous zones. Low grade uranium mineralization was located in altered sandstones above the Aphebian-Helikian unconformity near Lady Lake. This led to a 1979 winter dril1 program of 17 drill holes totaling 1,193 meters to explore the unconformity and what became later known as Lower C Zone.
In the summer of 1979, Shell undertook a review of its Moran Lake project. Drill core from the Upper C zone (C-1 to C-35) was re-logged by one person and multiple samples were taken for thin section study and 30 element spectrographic analysis. This work led to the appreciation that the rocks were extensively altered, that the identification of primary lithologies was in many cases dubious, that the uranium mineralization was associated with alteration and that there was a definable geometry to the alteration package. The property was considered to have good uranium potential and an 8 hole, 1,400 meter drill program was proposed but never carried out as Shell abandoned its interest in the area due to a decline in uranium prices.
Lewis Murphy acquired the Moran Lake claims in 2003 and optioned the ground to us in October of 2004. In 2003, an airborne gravity survey of the area located an interpreted 4 milligal to 8 milligal gravity anomaly, elliptical in shape, about 4 km long and centered between the Moran B and C zones. Considering the spatial association of uranium with brecciated, highly silicified, carbonatized and hematized rocks, plus locally significant concentrations of copper, silver and gold mineralization, we invoked the analogy with Iron Oxide Copper Gold (IOCG) deposit types, as at the Olympic Dam copper-uranium deposit in Australia.
Since acquiring the Moran Lake property in October 2004, we have embarked on an aggressive program including airborne radiometric and magnetic surveys, compilation of previous work including sampling archived drill core from the 1970’s Shell Canada Resources drilling, and commencement of diamond drilling in January of 2006. A more detailed description of the exploration program is included below under “Exploration”.
Property Geology
The Moran Lake Property was staked in a configuration to cover as much mineralized Paleoproterozoic stratigraphy as was available encompassing mostly rocks of the Moran Lake Group and the overlying Heggart Lake, Brown
Lake and Sylvia Lake Formations of the Bruce River Group, both groups containing known occurrences of uranium, Cu, Pb, Zn, Ag, F and iron (as pyrite and hematite).
The Moran Lake Group unconformably overlies Archean gneisses and granites of the Nain Province. The basal unit, the Warren Creek Formation was deposited in a low energy, shallow shoreline or shelf environment and consists mainly of black graphitic, grey and green shale and siltstone containing local interbeds of dolostone, chert and black conglomerate with siltstone and shale clasts. The Warren Creek Formation ranges from perhaps 1,200 meter up to 3,000 meter in thickness and is overlain conformably by 100 meter to 300 meter thickness of the Joe Pond Formation, a sequence of light- to dark-green, fine grained, massive and pillowed basalt and mafic tuff with occasional interbeds of variably colored chert or grey dolostone. Rocks of the Moran Lake Group occupy a northeasterly trending belt which underlies the northern portion of the Moran Lake Property.
The Bruce River Group consists of a basal, polymictic conglomerate and sandstone of the Heggart Lake Formation overlain by polymictic conglomerate and tuffaceous sandstone of the Brown Lake Formation. The uppermost and thickest unit of the Bruce River Group is the Sylvia Lake Formation, a bimodal, potassic calc-alkaline assemblage of predominantly subaerial volcanic rocks which are coeval with the plutons of the Trans Labrador Batholith. Northerly directed compression during the Grenville orogenic event folded the Bruce River Group into a northeast-trending, open, upright syncline.
Exploration
After acquiring the property in October of 2004, we immediately launched a comprehensive review and compilation of all previous exploration carried out in the area. The results of the review confirmed that the property had considerable potential to host several types of uranium deposits including uranium-rich iron oxide copper gold deposits (IOCG).
Exploration work on the property by us has included line cutting, airborne and ground geophysical surveys, lake sediment sampling, till geochemical and alpha track surveys, biogeochemical surveys, prospecting, limited hand trenching, mechanical trenching, geological mapping and diamond drilling. An airborne radiometric and magnetic survey totaling 7,312 line kilometers covering the entire property was carried out by Fugro Airborne Surveys in 2005. A supplemental airborne survey totaling 675 kilometers covering several claims acquired subsequent to the 2005 survey was carried out by Fugro in 2006. In 2007, a helicopter supported electromagnetic and magnetic (HeliGEOTEM) survey totaling approximately 4,500 line kilometers was carried out over two different blocks on the property. The ground geophysical surveys include gravity, induced potential (IP), and horizontal loop EM (Max-Min) surveys. Follow-up of targets identified from interpretation of the various data has resulted in the discovery of several new showings and target areas, some of which have been drill tested as well as others that are being advanced to the drill ready stage.
In 2008 an updated resource estimate for the Upper and Lower C Zones was prepared based on drilling up to May 2008. In addition, resource estimates were prepared for two new zones of uranium mineralization discovered by Crosshair, these being the Trout Pond (Area 1) and Armstrong zones (the “2008 CMB Report”). The mineral resource estimate included a
total indicated resource for the Upper C Zone is
5.19 million pounds of U
3
O
8
(6.92 million tonnes grading 0.034% U
3
O
8
). The Upper C Zone also contains
additional resources in the inferred category which, when combined with the inferred resources in the Lower C Zone, Trout Pond and Armstrong zones total
5.83 million pounds of U
3
O
8
(8.17 million tonnes grading 0.032% U
3
O
8
).
With the exception of the Lower C Zone, these estimates are reported at a block cut-off of 0.015%
U
3
O
8.
The cut-off grades are considered appropriate for the location and cost profile that can be expected for open pit mining. In the case of the Lower C Zone, a cut-off grade of 0.035% U
3
O
8
is used for reporting purposes, reflecting higher costs associated with underground mining.
Drilling
We launched our first drill program in February 2006, completing approximately 2,750 meters of drilling in 19 holes at the C Zone. Further drilling using two drill rigs and totaling over 18,500 meters was carried out during the summer of 2006, followed by an additional 9,400 meters of drilling during the winter of 2007. The 2007 summer program was our most aggressive program, with over 28,000 meters of drilling using three rigs. This was followed
by over 12,000 meters during the 2008 winter program. The drilling programs focused on defining uranium mineralization at the C Zone, which represents the most advanced uranium target on the property, but also tested targets at Area 1, Armstrong, B Zone, Area 51, Moran Heights, Madsen Lake and Croteau Lake.
Our 2006 drill program totaled 21,486 meters and consisted of 137 holes, of which 58 tested the Upper C Zone and 10 tested the Lower C Zone. The remainder of the holes tested seven other anomalies or showings on the property. From late January 2007 to late April 2007, we carried out further drilling at the C Zone as well as limited drilling at Area 1 and the Armstrong and Dominion showings. Total drilling in the winter of 2007 amounted to 9,410 meters in 34 holes. At the C Zone, our 2007 winter drill program consisted of 8,211 meters in 26 holes. Fifteen of the holes tested both the Upper and Lower C Zone, 6 holes (1,042 meters) tested the Upper C Zone only, and 5 holes (1,166 meters) tested the Lower C Zone. The program expanded the C Zone mineralization along strike and to depth. The program also included the intersection of the thickest and highest grades of uranium reported from the Lower C Zone.
The summer 2007 drill program totaled 28,745 meters in 121 holes. Eighty-nine of those holes (15,727 meter) were targeting the C Zone, with the goal of upgrading and expanding the existing NI 43-101 resource. Drilling intercepted the highest and thickest grades to date including 0.202% U
3
O
8
over 22.4 meters as part of a wider zone grading 0.100% U
3
O
8
over 46.3 meters in hole ML-122 and 0.100% U
3
O
8
over 45.7 meters as part of a much wider interval that assayed 0.074% U
3
O
8
over 71.3 meters in ML-87. A total of 26 holes (2,820 meters) were drilled at Area 1 in the 2007 summer program and 6 holes (784 meters) at Croteau Lake.
Our 2008 winter drill program consisted of 55 holes totaling 12,198 meters. Drilling was focused at Armstrong, which is believed to anchor the southern end of the same 4.5 kilometer long trend that hosts the C Zone to the north and Area 1 in the middle. A total of 6,366 meters in 30 holes were drilled in this recently discovered zone, with highlights from ML-AR-26, which returned 0.20% U
3
O
8
over 9.5 meters including 1.10% U
3
O
8
over 1.6 meters.
The summer 2008 drill program consisted of 3,516 meters in 19 holes. Eleven of the holes (2,035 meters) tested the C Zone, while 6 of the holes (1,276 meters) tested targets at Area 1 and two holes (205 meters) were drilled at Madsen Lake in the central portion of the CMB Property.
In December 2008, a previously unidentified zone of uranium mineralization, referred to as the “Apollo Zone” was discovered. During the summer of 2008, follow-up prospecting of several anomalies identified in 2006 revealed significant uranium mineralization over a 500 meter strike length. The Apollo Zone returned grab samples assaying up to 0.50% U
3
O
8
in outcrop and 0.20% U
3
O
8
in local boulders. This new zone appears to lie along strike of the Boiteau Lake Showing (0.79% U
3
O
8
) announced by Bayswater Uranium Corp. in November 2008. The Boiteau Lake Showing lies very close to the Crosshair/Bayswater property boundary and the trend is open along strike for the 7 kilometers between the showing and the Apollo Zone. The Apollo Zone lies approximately 11 kilometers NE from the C Zone uranium resource and approximately 3 kilometers south of previously discovered Blue Star, where sampling by Crosshair in 2006 returned values of up to 1.37% U
3
O
8
outcrop. To date on the Moran Lake property, we have completed 366 holes totaling over 65,000 meters. One hundred and ninety-three holes have been drilled at the C Zone, 55 at Area 1, and 32 at Armstrong. Several other areas have also been drill tested, including the B Zone, Moran Heights, Area 51, Croteau Lake, and Madsen Lake. All programs have been helicopter supported producing BTW size drill core.
In December 2010, the Company completed a vanadium resource expansion program and outlined an NI 43-101 resource of 42.8 million pounds of vanadium (14.7 million tonnes at 0.15% V
2
O
5
) in the indicated category and an additional 93.6 million pounds (28.3 million tonnes at 0.16% V
2
O
5
) in the inferred category.
In 2011, a 3,138 metre drill program was completed on the CMB Project. The drilling focused on connecting the C-Zone and Area One deposits, as well as testing the Blue Star prospect. The results confirmed that the vanadium mineralization is continuous between the C-Zone and Area One over a strike length of approximately 1.7 km The mineralization remains open along strike and at depth. Drilling on the Blue Star prospect tested coincident airborne geophysical and rock geochemical anomalies; four out of the ten holes drilled intersected uranium mineralization. The best hole was 3 metres of 0.05%
U
3
O
8
.
Recent Exploration
Field crew mobilization to the CMB uranium/vanadium project in central Labrador was delayed during the summer months of 2012 due to forest fire conditions resulting from an unseasonably warm, dry spring. The $2.2 million program focused on the Two Time, Firestone, Blue Star and C zones, with a total of 3,359 metres (11,020 feet) of drilling having been completed. The goal of this program was to expand the existing uranium and vanadium resources, as well as test new uranium targets within the main property.
Two Time Prospect
Drilling on the Two Time prospect was aimed at extending the deposit to the south and at depth. Drill hole CMB-12-49 successfully intersected mineralization at the expected depth over a thicker interval, indicating the deposit is continuous to the south along strike and along dip. This hole represents a minimum 50m step out to the south from previous holes into the deposit. Four shallow holes drilled north of the Two Time zone to evaluate radon anomalies did not intersect uranium mineralization.
Firestone Project
Five holes, totalling 740 metres, tested the Ford showing, the northeast extension of the Firestone showing which returned uranium values in 2011. No significant mineralization was encountered.
C Zone Corridor
Drilling within the C Zone corridor was focused on determining if the vanadium mineralization identified to date represents one continuous body within the corridor. Drill hole ML-12-197 was positioned halfway between the Area 1 prospect and the Trout Pond prospect. Vanadium mineralization was intersected during the drilling program, supporting the interpretation of a single continuous zone of vanadium mineralization within the corridor. Two holes drilled off the trend on other targets failed to encounter mineralization. Additional support for the continuity of the vanadium mineralization was acquired via a resampling of some drill holes previously completed on the property. Vanadium mineralization was identified in three holes, not previously sampled for vanadium.
Blue Star
Four holes, totalling 535 metres, tested newly defined targets and the possible extension of the Bayswater Boiteau mineralization onto the property. None of the holes intersected significant mineralization on the property.
CMB-JV Property and Agreement
In July 2008, we acquired a 60% interest in 4,741 claims in the Central Mineral Belt from Expedition by paying CDN $500,000 and issuing 2,500,000 common shares and 1,875,000 warrants to Expedition. The claims were part of a property agreement between Expedition and Silver Spruce, under which Expedition had earned a 60% interest. The claims are host to the Two Time deposit.
Silver Spruce declined to participate in last summer’s program and has diluted its interest to a 2% Net Smelter Return Royalty. Going forward, the CMB and CMB-JV properties have been consolidated into one property referred to as the CMB Property. However, in order to provide additional information to the interested reader, the detailed summary of the CMB-JV property has been included in this year’s 20-F.
Property Description and Location
The CMB-JV Project comprised 616 map-staked claims in several separate claim blocks located roughly 150 kilometers north of the town of Happy Valley – Goose Bay, Labrador. Approximately half of the claims are contiguous with Crosshair’s 100% owned claims located near Moran Lake, while most of the remaining claims are situated south and southeast of the coastal community of Postville on Kaipokok Bay.
Property Geology
The CMB-JV Project is situated within the Central Mineral Belt (CMB) of Labrador, a geological province comprising six Proterozoic sequences of volcanic, sedimentary and plutonic rocks ranging in age from about 2.0 to 1.3 billion years and include, from oldest to youngest, the Post Hill, Moran Lake, Aillik, Bruce River, Letitia Lake and Seal Lake Groups. The CMB includes portions of 4 major tectonic provinces, these being the Nain, Makkovik and Grenville provinces, and the Hopedale Block of the Archean Nain Province. The easternmost claims of the CMB-JV Project lie within the Makkovik Province, while the westernmost claims of the CMB-JV Project generally lie along the boundary between the Nain, Churchill and Grenville Province.
Exploration
Exploration by Silver Spruce and Expedition includes an airborne magnetic radiometric survey over all the claims, as well as limited follow-up over most of the claims including geological mapping, prospecting and lake sediment sampling. Exploration to date has focused on the claim blocks hosting the Two Time deposit, where work has been more extensive and includes line cutting, ground scintillometer surveying, soil, till, lake, and stream sediment sampling, ground radon (RadonEx) surveying, prospecting, trenching, geological mapping, and diamond drilling.
The most significant discovery to date on the CMB-JV claims has been the Two Time deposit, which was discovered as a result of follow-up of a high priority airborne radiometric anomaly. The Two Time zone is hosted within brecciated and fractured granitic to dioritic intrusive rocks of the Kanairiktok Intrusive Suite characterized by hematite, carbonate, and chlorite alteration. A number of other showings and prospects have also been discovered on the claim block, including the Firestone Showing, Doucette, HF, J, F, and W occurrences.
Drilling
Past drilling carried out on the CMB-JV Project has been focused on the ‘CMB-NW (Northwest)’ claim block, which is contiguous with the northern portion of Crosshair’s 100% owned CMB Project. Diamond drilling carried out to date by Silver Spruce and Expedition totals 11,196 meters in 44 holes. Highlights include 0.118% U
3
O
8
over 28.00 meters in hole CMB-07-06, 0.101% U
3
O
8
over 33.00 meters in hole CMB-07-14, and 0.112% U
3
O
8
over 19.00 meters in hole CMB-07-34.
Based on the drilling results, an indicated mineral resource estimate of 2.33 million pounds of U
3
O
8
(1.82 million tonnes grading 0.058% U
3
O
8
) and additional inferred mineral resource estimate of 3.73 million pounds of U
3
O
8
(3.16 million tonnes grading 0.053% U
3
O
8
) was prepared for the Two Time zone using a cut-off grade of 0.03% U
3
O
8
. The Two Time zone remains open to depth and along strike to the south.
During the summers of 2009 and 2010, Crosshair carried out geological mapping, prospecting and sampling programs to evaluate priority targets generated from the airborne surveys. Several new uranium showings were discovered and were followed up during the 2011 summer drilling program.
Two of the new targets, South Brook and Running Man, were found on the CMB-JV Property, which is located directly to the west of the Jacques Lake Deposit, recently purchased by Paladin Energy from Aurora Energy / Fronteer Development Group. Forty Six (46) samples from the South Brook Showing gave results ranging from 0.03% to 0.46% U
3
O
8
, averaging 0.11%. The showing is outlined by anomalous float and bedrock occurrences for approximately 3.5 kilometres (km). The Running Man Showing is located approximately 5.5 km southeast of the South Brook Showing and consists of a 2 km long, linear airborne radiometric anomaly where 21 samples gave values from 0.03% to 0.28% U
3
O
8
.
The Big Bear Showing is located on the CMB-NE Property, approximately 20 km northeast of CMB-JL. The showing, in a 1.25 km long corridor of anomalous bedrock radioactivity, is hosted in altered granitic rocks and gave results ranging from 0.02% to 0.1% U
3
O
8
, averaging 0.06%.
As noted above, with Silver Spruce declining to participate in the fiscal 2012 exploration activities and their subsequent dilution down to a 2% NSR, the CMB-JV project has been consolidated with the CMB project. The
results of the fiscal 2013 exploration activities on this consolidated property have been detailed in the “recent exploration” of the CMB Property section above.
Wyoming – Bootheel and Buck Point Properties
On March 31, 2009, we acquired the Bootheel and Buck Point Properties in Wyoming, USA through the acquisition of Target via Plan of Arrangement.
On June 7, 2007, Target, now a wholly owned Crosshair subsidiary, entered into an agreement to form the Bootheel Project, LLC with URE whereby Target may acquire a 75% participating interest in two uranium properties, the Bootheel and Buck Point properties located in the Shirley Basin, Albany County, Wyoming (the “Bootheel Project”) by completing expenditures totalling US $3 million and issuing 31,250 common shares on or before June 7, 2011. Target earned its 75% interest in the property as all shares have been issued and US $3.1 million had been
spent as of April 30, 2010. As URE declined to participate in the fiscal 2012 exploration program, its participating interest was diluted from 25% to approximately 19%, and Target’s participating interest increased from 75% to approximately 81%.
Under Agreements dated February 5, 2008 between MJ Ranches Inc. (“MJ Ranches”) and Crosshair USA, as manager, The Bootheel Project LLC leased MJ Ranches’ 75% ownership of certain minerals on fee land that adjoins the Bootheel Property. The initial term of the agreement is for five years with provision for two renewals. Payment for the initial five year term is US$252,651 paid in advance, increased for inflation for the renewal periods. The Fee Lands are subject to a sliding scale Royalty tied to the sales price of uranium. Subsequent to the period end (in February, 2013) the private mineral lease and surface use agreements with MJ Ranches for a portion of the Bootheel property expired. Negotiations to reach a new agreement with MJ Ranches, the terms of which would reflect current market conditions, were unsuccessful. Certain portions of the Mineral Resources included in Technical Report on the Bootheel property issued by Crosshair, dated February 27, 2012, are located on those lands which were subject to the mineral lease with MJ Ranches. While the lines of communication remain open should MJ Ranches choose to reconsider their position, the Bootheel Project LLC has decided to move forward on the assumption that the MJ Ranches ground will not form part of the project.
Property Location
The Bootheel and Buck Point properties are located in Albany County on the southeast edge of the Shirley Basin approximately 60 miles southeast of Casper, Wyoming and 25 miles southeast of Medicine Bow.
The Bootheel property is comprised of 81 Federal lode mining claims and one 640 acre Wyoming State Mineral Lease, No. 0-040774. The lode mining claims control the subsurface mineral rights and are administered by the U.S. Bureau of Land Management (BLM).
Accessibility
The Shirley Basin property is readily accessible year-round by an extensive system of county gravel and unimproved ranch roads extending east from U.S. Highways 30 and 287 and Wyoming Road 487. The all season maintained gravel County Road Number 61 (Fetterman Road) crosses the Bootheel property.
History
Uranium was discovered in the Shirley Basin in 1955 by Teton Exploration Drilling Co., who found ore-grade material by drilling west of the Little Medicine Bow River in the western part of the Shirley Basin, 30 mi south of Casper. In the summer of 1957, several thousand claims were staked over 150 square mi. By the end of 1959, over 1,000,000 ft of drilling had been completed through the mineralized Wind River Formation, and into underlying pre-Tertiary rocks. In 1959, Utah Mining Corp. later Utah Construction and Mining Co. (Utah) sank a shaft on their property and the first uranium was produced in March 1960, with ore shipped to the Lucky Mc mill in the Gas Hills area west of Casper. Late in 1964, the company stopped underground mining and commenced an in-situ leach operation using sulphuric acid and ion exchange for recovery. Production amounted to approximately 200,000 pounds of U
3
O
8
per year through 1970. In 1970, the ISR operation was replaced by a conventional mine and mill.
In July 1960, Petrotomics Co. commenced an open-pit operation in the same area and in 1962 a solvent extraction facility was built on the property. A second pit commenced operation in 1966. By late 1969, there were three operating mines in the Shirley Basin, those of Petrotomics and Utah, as well as Kerr McGee Corp. (“Kerr-McGee”).
Total production from the Basin amounted to about 34 million lbs of uranium. The last mine closed in 1992 and most of the pits have been reclaimed. Cogema Mining Inc. retains one pit, which is used for the disposal of low-level radioactive waste from the ISR operations in the Powder River Basin.
The Bootheel property was originally staked in 1958 by Kerr McGee Corp. Kerr McGee drilling (283 holes) discovered both shallow oxidized and deeper uranium mineralization in sandstones but dropped the property in 1962. The company re-acquired the property in 1968, and again abandoned it. Rocky Mountain Energy Corporation (Union Pacific Railroad) also conducted limited drilling in the early 1970s. In 1977, Cherokee Exploration Inc. (“Cherokee”) obtained a land package, as well as the Kerr McGee database and formed an exploration and drilling participation agreement with Uranium Resources and Development Company (“URADCO”), a subsidiary of Pennsylvania Power and Light. Drilling from 1978 to 1980 partly delineated both shallow and deep sandstone mineralization. Drilling by Kerr McGee Corporation, Cherokee, URADCO and others intersected significant uranium mineralization in sandstones at depths ranging from 150 to 600 feet. Grades and thickness range from 2 feet at 0.12% U
3
O
8
to 22.5 feet at 0.071% U3O8.
Dames & Moore estimated a historical resource included in a report dated 1980, for parts of the property. Nuclear Assurance Corporation (NAC) completed a study in 1982 reporting the reserves and resources shown in Table 4.D.-1. As was industry standard for reporting in the 1980s, tonnages are not provided in the reports. Reserves are reported using a minimum grade of 0.02% eU
3
O
8
and a GT of 0.12 ft%.
|
TABLE 4.D.-1 – HISTORICAL RESOURCES
|
|
Classification
|
Age of Formation
|
Av. Thick. (ft)
|
Av grade (%eU
3
O
8
)
|
Av GT
|
Pounds eU
3
O
8
|
|
Measured + Indicated Reserves
|
Jurassic
|
14.9
|
0.037
|
0.55
|
2,625,000
|
|
Measured + Indicated Resources
|
Tertiary
|
4.9
|
0.078
|
0.38
|
1,095,000
|
|
Inferred Resources
|
Jurassic
|
11.4
|
0.044
|
0.50
|
2,801,000
|
|
Geological Resources
|
Jurassic, Cretaceous.
|
Not reported
|
Not Reported
|
Not Reported
|
4,462,000
|
|
TOTAL
|
|
|
|
|
10,983,000
|
These resources are historical in nature and were compiled before the implementation of NI 43-101 reporting standards. They also represent mineralization on a land package greater than that currently under Crosshair’s control. Readers are cautioned that recent independent verification of the data has not been performed and we have not completed sufficient exploration to verify the historical resource and reserve estimates. The categories of mineralization used are not those prescribed by the Canadian Institute of Mining, Metallurgy and Petroleum and stipulated in NI 43-101 but with the exception of the Geological Resources they would correspond to indicated or inferred resources under those guidelines. Additional drilling will be required to verify this resource and classify it under the current standards. Given the quality of the historic work completed on the property, Crosshair believes the resource estimate to be both relevant and reliable. However, a qualified person has not completed sufficient work to classify the historic mineral resources as current mineral resources or mineral reserves as defined in NI 43-101, and Crosshair is not treating the historic resources as current. Therefore, the historical resource estimate should not be relied upon.
In 1995, Cherokee sold the project and database to Cameco Corp. (“Cameco”) who carried out limited drilling and evaluation of the in-situ recovery potential. Although the results were very favorable, Cameco abandoned the property in 1998 due to the low uranium price ($10 per pound). Total drilling on the property is estimated to be over 600,000 feet. The known uranium zone on the property remains open for expansion.
The Bootheel Project LLC acquired a database from Power Resources Inc. that includes reports, gamma logs, drill logs and other data which primarily cover the Federal mining claims but also include some historic data from the surrounding fee land.
On January 15, 2009 the Bootheel Project LLC acquired additional data from Cameco which covers the four fee sections under lease from MJ Ranches. The data includes historical geological and gamma logs covering 660 drill holes totalling approximately 290,000 feet. Compilation to date indicates that there have been approximately 1,900 drill holes totalling in excess of 600,000 ft, completed on the property and the surrounding area.
The Buck Point property was drilled in 1979 and 1980 by Cherokee and Mobil Oil Corp. Mineralization has been found in at least six sandstone units over a 250 ft. interval, with grades up to 0.10% U
3
O
8
. No further work has been carried out on the property since then.
Property Geology
The Bootheel Project is located at the south-eastern margin of the Shirley Basin, along the western flank of the Laramie Mountains. Tertiary sediments occupy the entire surface area of the property and unconformably overlie a gently dipping, relatively undisturbed sequence of Paleozoic and Mesozoic sediments. A moderate degree of block faulting and some gentle folding are the main structural features and mostly affect pre-Tertiary rocks.
Uranium mineralization occurs within seven different sandstone beds within the gently dipping Jurassic and Cretaceous stratigraphy and within the overlying Tertiary Wind River Formation. Five horizons host significant mineralization and have the potential to host economic resources: 1) Jurassic Sundance Formation containing the Canyon Springs B and D Beds, 2) Cretaceous Dakota Sandstone, 3) Cretaceous Rusty Beds Sandstone, 4) Cretaceous Muddy Sandstone and 5) Tertiary Wind River Formation. Three other Cretaceous horizons (Lakota Sandstone, Fuson Shale and Wall Sandstone) contain scattered weak mineralization, but are not considered exploration targets at this time.
Two major zones of mineralization are recognized within the Sundance Formation. The main zone in Sections 36 and 1 stretches for over 7,000 ft in length and reaches widths of up to 400 ft and is described as a series of tabular zones. In Sections 6 and 7 the mineralization shows the characteristic roll front shape with the main northeast –trending nose extending approximately 1,900 ft in length. These zones vary from 2 to 60 ft in thickness, averaging from 0.017% to 0.216% eU
3
O
8
occurring at depths of 158 to 585 ft. Length of the individual bodies ranges from 300 to 1,300 ft.
Three Cretaceous sandstone units host uranium mineralization. The Dakota Sandstone ranges from 4 to 47 ft thick and contains abundant pyrite and carbonaceous material. Uranium mineralization ranging from 2 to 14 ft thick, grades from 0.026% to 0.23% eU
3
O
8
and occurs from 163 to 325 ft below the surface. The main zone is about 300 ft wide and 1,000 ft long. The Rusty Beds range from 5 to 87 ft thick, and contain abundant pyrite and carbonaceous debris. Mineralization is 2 to 18 ft thick, grades from 0.020% to 0.11% eU
3
O
8
and occurs from 232 to 297 ft below the surface. Mineralization occurs in three small zones, 300 to 400 ft in size. The Muddy Sandstone is 18 to 45 ft thick and is the least well mineralized of the Cretaceous units, with only one zone, about 200 ft by 400 ft in dimension, drilled to date. This zone ranges from 2 to 6 ft thick, grades from 0.145% to 0.157% eU
3
O
8
and is relatively shallow at 138 to 149 ft below the surface.
Tertiary Wind River Formation mineralization is typically thin, high grade, meandering and somewhat laterally discontinuous. The Wind River ranges from 25 to 270 ft thick, averaging 150 ft. The mineralized zones are typically 2 to 24 ft thick, averaging 5 ft, from 0.016% to 0.520% eU
3
O
8
and occur from 50 to 215 ft below the surface. The two main zones are up to 700 ft in width and 1,670 ft in length.
Exploration and Development
The 2008 drilling program, designed to further test the mineralized Sundance Formation, consisted of 93 vertical holes averaging 540 feet in depth and totaling 50,163 ft. Of these holes, 12 were spot cored through the Sundance Formation resulting in 708.5 ft of core. Drilling commenced in June and was completed September 20, 2008. Virtually all historic drill hole sites within the main resource zone were resurveyed.
In addition to the drilling program, the historic holes were relocated, limited ground radiometric and water sampling surveys were carried out. On February 5, 2009 Target reported that preliminary bottle roll tests had confirmed historical metallurgical test work indicating uranium recoveries of 87% or better using sodium bicarbonate as a lixiviant.
The final historic drill data set acquired from Cameco in January 2009 was compiled by our geological team and combined with the results from over 50,000 feet of drilling completed by Target at Bootheel in 2008. This compilation allowed us to complete the initial Bootheel Report. The estimate includes an indicated resource of 1.09 million pounds of uranium oxide (1.44 million tons at 0.038% eU
3
O
8
) and an additional inferred resource of 3.25 million pounds of uranium oxide (4.40 million tons at 0.037% eU
3
O
8
). The resource remains open for expansion with less than 60% of the historical resource area included in this initial estimate.
Activities in fiscal 2011 included further base line environmental studies. A Sage Grouse and Raptor survey was completed in June. The Nuclear Regulatory Commission was notified in August of the Company`s intention to file a permit application in 2012.
In the summer 2011, Crosshair carried out an $860,000 exploration program, which consisted of 35,760 feet of drilling in 76 holes. Hydrogeological tests and continued permitting were also completed. A synthesis of all of these data have enabled Crosshair to generate an Indicated Mineral Resource estimate of 1.12 million pounds of U
3
O
8
(1.570M tons @0.036%) and an Inferred Mineral Resource of 1.05 million pounds of U
3
O
8
(1.315M tons @ 0.040%) for the 81 Federal lode claims and single Wyoming State lease that currently comprise the Bootheel property. The above Mineral Resource was estimated by C. Stewart Wallis, P. Geo, with an effective date of July 8, 2013. The Classifications of the Mineral Resources follow the CIM guidelines dated November, 2010. Wind River resources were estimated using the polygonal method at an estimated cut-off grade of 0.02% eU3O8 over a minimum thickness of 4 feet and a minimum grade x thickness (GT) product of 0.15ft% and a long term uranium price of $70 per pound. The Sundance resources were estimated using the contour method at an estimated cut-off grade of 0.015% eU3O8 over a minimum thickness of 4 feet and a minimum grade x thickness (GT) product of 0.15 ft% and a long term uranium price of $70 per pound. A tonnage factor of 16 ft
3
/ton was used for the Sundance Formation, and 15 ft
3
/ton was used for the Wind River Formation. There are no known legal, environmental or other risks that could materially affect the development of the mineral resources.
Current Status
In light of the continuing downward pressure on the uranium price, as well as the overall poor state of the junior resource market, the Bootheel Project LLC is currently focusing on reducing its expenditures to a minimum, while maintaining the integrity of its data and land package. As a result, mineral claims will be released that do not currently have any mineral resources identified on them, or any significant prospectivity to contain such resources. This action will reduce the total land package from 274 mineral claims to 81, with a subsequent reduction in the mineral claim filing fee owed of approximately 70%. This land claim reduction included dropping the 107 claims and one State lease which comprised the Buck Point property, as well as 86 claims from the Bootheel property. This action will allow the Bootheel Project LLC to keep the most prospective ground in good standing for the next 12 months. It is anticipated that a reversal in the state of uranium price specifically, as well as the junior resource market in general, will occur during this time period, affording the Bootheel Project LLC the opportunity to more fully assess its options at that time.
Wyoming – Juniper Ridge Property
On October 29, 2010, we signed a definitive agreement with Strathmore Resources Ltd. (“Strathmore”), a wholly owned subsidiary of Strathmore Minerals Corp. to acquire the Juniper Ridge uranium property. The aggregate total price for a 100% interest in the property will be satisfied as follows:
|
|
|
In Cash (USD)
|
|
In Shares (USD)
|
|
Total (USD)
|
|
Upon signing of the agreement (paid)
|
$
|
25,000
|
$
|
-
|
$
|
25,000
|
|
By November 15, 2010 (paid)
|
|
175,000
|
|
-
|
|
175,000
|
|
By October 29, 2011
|
|
250,000
|
|
250,000
|
|
500,000
|
|
|
|
In Cash (USD)
|
|
In Shares (USD)
|
|
Total (USD)
|
|
By October 29, 2012
(1)
|
|
1,250,000
|
|
1,250,000
|
|
2,500,000
|
|
By October 29, 2013
(1)
|
|
1,250,000
|
|
1,250,000
|
|
2,500,000
|
|
Upon obtaining production permit
(2)
|
|
1,500,000
|
|
-
|
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
$
|
4,450,000
|
$
|
2,750,000
|
$
|
7,200,000
|
1
These amounts are based on the estimated 5 million pounds uranium reserves at US $0.50 per pound. Actual payments will be based on the measured, indicated and inferred uranium resources as defined by the NI 43-101 technical report.
2
This amount is based on the estimated 5 million pounds uranium reserves at US $0.30 per pound. Actual payments will be based on the proven and probable uranium reserves as determined by prefeasibility or feasibility study. At the option of Strathmore, the Company will make this payment in cash, shares or a combination of cash and shares.
Title to the Juniper Ridge Property was transferred to the Company by Strathmore upon completing the initial payments of US$700,000. US$250,000 of this amount has been paid by issuance of 552,513 common shares of Crosshair. Crosshair had the option to terminate the acquisition agreement at any time upon written notice, without any further liabilities to Crosshair. Strathmore was to retain a 2% Gross Revenue Royalty on the Juniper Ridge Property, with the option for Crosshair to repurchase the royalty under certain conditions.
Since the signing of the agreement to acquire the Juniper Ridge Property, macroeconomic and world events have exerted significant downward pressure on the global uranium market. While the structure of the definitive agreement was appropriate at the time, it is unworkable under current market conditions. Crosshair and Strathmore engaged in extensive negotiations to attempt to restructure the agreement but a suitable resolution could not be achieved. As a result of this, management decided to terminate the agreement. Notice of this termination was sent to Strathmore on Friday, November 30, 2012. The Company has since completed the transfer of title to the Juniper Ridge Property back to Strathmore.
|
ITEM 4A.
|
UNRESOLVED STAFF COMMENTS
|
Not applicable
|
ITEM 5.
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
The following discussion for the fiscal years ended April 30, 2013, 2012, and 2011 should be read in conjunction with our audited financial statements for the referenced periods and the notes thereto. Our financial statements for the year ended April 30, 2013 have been prepared in accordance with IFRS. The Company has retrospectively applied IFRS to areas that are deemed appropriate except where specific exemptions permitted an alternative treatment upon transition to IFRS in accordance with IFRS 1. Comparative figures for 2011 have been adjusted to give effect to those changes. The functional currency of the Company and its subsidiaries is the Canadian Dollar and therefore our financial statements are reported in Canadian dollars.
Overview
The Company is a mineral exploration company engaged in acquiring, exploring and developing mineral properties and its focus is primarily uranium, base and precious metals. The Company does not have any producing mineral properties at this time. The Company’s business is presently focused on the exploration and evaluation of various mineral deposits in North America. The Company’s shares trade on Toronto Stock Exchange and the OTCQB.
The Company is currently focusing on exploration and evaluation activities in the province of Newfoundland and Labrador, Canada and the State of Wyoming USA on the following properties:
|
·
|
Central Mineral Belt properties located in Labrador, Canada (going forward will include the CMB-JV Property located in Labrador, Canada).
|
|
·
|
The Bootheel Project LLC located in Wyoming, U.S.A.
|
For fiscal year ended April 30, 2013 the Company reported a net loss of $11,674,061
or $0.18 per common share, compared with a net loss of $11,977,829 or $0.24 per common share for the prior fiscal year. While figures have been prepared using International Financial Reporting Standards applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due, certain conditions and events cast significant doubt on the validity of this assumption. For the year ended April 30, 2013, the Company reported a loss of $11,674,061
and as at that date had an accumulated deficit of $103,025,910. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional funding from loans or equity financings or through other arrangements. To raise funds for operations, the Company is pursuing merger and acquisition opportunities, in conjunction with private or institutional financing. However, there can be no assurance that these activities will be successful.
Accounting Standards
|
International Financial Reporting Standards ("IFRS")
|
In February 2008, the Canadian Accounting Standards Board confirmed that publicly accountable enterprises are required to adopt IFRS for fiscal years beginning on or after January 1, 2011. Accordingly, the Company changed from Canadian GAAP reporting and commenced reporting under IFRS effective May 1, 2011 with restatement of comparative information presented. The conversion to IFRS from Canadian GAAP affects the Company’s reported financial position and results of operations and comprehensive income (loss) and affects the Company’s accounting policies, internal control over financial reporting and disclosure controls and procedures.
Recent Canadian Accounting Pronouncements
Amendments to IFRS 7, Financial Instruments: Disclosures (“IFRS 7”) are effective for annual periods beginning on or after January 1, 2013 and introduce enhanced disclosure around the transfer of financial assets and associated risks.
1
In November 2009 and October 2010, the IASB issued IFRS 9, Financial Instruments (“IFRS 9”), which represents the completion of the first part of a three-part project to replace IAS 39, Financial Instruments: Recognition and Measurement, with a new standard. Per the new standard, an entity choosing to measure a liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in the other comprehensive income or loss section of the entity’s statement of comprehensive loss, rather than within profit or loss. Additionally, IFRS 9 includes revised guidance related to the derecognition of financial instruments. IFRS 9 applies to financial statements for annual periods beginning on or after January 1, 2015, with early adoption permitted.
2
In May 2011, the IASB issued IFRS 10, Consolidated Financial Statements (“IFRS 10”), which builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of a parent company. IFRS 10 also provides additional guidance to assist in the determination of control where this is difficult to assess. IFRS 10 applies to financial statements for annual periods beginning on or after January 1, 2013.
1
In May 2011, the IASB issued IFRS 11, Joint Arrangements (“IFRS 11”), which enhances accounting for joint arrangements, particularly by focusing on the rights and obligations of the arrangement, rather than the arrangement’s legal form. IFRS 11 also addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities and prohibits proportionate consolidation. IFRS 11 applies to financial statements for annual periods beginning on or after January 1, 2013.
1
In May 2011, the IASB issued IFRS 12, Disclosure of Interests in Other Entities (“IFRS 12”), which is a comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off-balance sheet vehicles. IFRS 12 applies to financial statements for annual periods beginning on or after January 1, 2013.
1
In May 2011, the IASB issued IFRS 13, Fair Value Measurement (“IFRS 13”), which defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. IFRS 13 does not determine when an asset, a liability or an entity’s own equity instrument is measured at fair value. Rather, the measurement and disclosure requirements of IFRS 13 apply when another IFRS requires or permits the item to be measured at fair value (with limited exceptions). IFRS 13 applies to financial statements for annual periods beginning on or after January 1, 2013.
1
In June 2011, the IASB amended IAS 1, Presentation of Financial Statements (“IAS 1”), to change the disclosure of items presented in other comprehensive income into two groups, based on whether those items may be recycled to profit or loss in the future. The amendments to IAS 1 apply to financial statements for annual periods beginning after July 1, 2012.
1
Amendments to IAS 27, Separate Financial Statements (IAS 27), and IAS 28, Investments in Associates and Joint Ventures (IAS 28) have been made. 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 10 -13. These amendments are effective for annual periods beginning on or after January 1, 2013.
1
Amendments to IAS 32, Financial Instruments: Presentation, are effective for annual periods beginning on or after January 1, 2014. This provides for amendments relating to offsetting financial assets and financial liabilities.
2
1
The Company will apply the new standard beginning on May 1, 2013 and does not expect the adoption will cause any significant impact on the Company’s consolidated financial statements.
2
The Company is currently evaluating the impact of this new standard on its consolidated financial statements.
US GAAP Reconciliation
Under Canadian GAAP, it is acceptable to defer mineral property acquisition and exploration costs until a decision to abandon the property is made, it is determined that the property does not have economically recoverable reserves or that a company is unlikely to pursue exploration activities on the property. Under U.S. GAAP/IFRS, mineral exploration costs are expensed until it can be proven that economically viable reserves are present on the property and a company has the ability and intention to pursue exploitation of these reserves.
Under Canadian GAAP, cash flows relating to mineral property exploration costs are reported as investing activities. For U.S. GAAP/IFRS, these costs would be characterized as operating activities.
Under Canadian GAAP, future income taxes are calculated based on enacted or substantially enacted tax rates applicable to future years. Under U.S. GAAP/IFRS, only enacted rates are used in the calculation of future income taxes.
This difference between IFRS and US GAAP did not result in a difference in our financial position, results of operations or cash flows for the years ended April 30, 2013 and 2012.
We have adopted the fair value based approach to share-based compensation under the provisions of IFRS 2
Share-based Payment
and SFAS No. 148. The method of adoption applied by us is permissible under both Canadian and US standards.
Results of Operations for the fiscal year ended April 30, 2013 compared to the fiscal year ended April 30, 2012
For fiscal year ended April 30, 2013 the Company reported a net loss of $11,674,061 or $0.18 per common share, compared with a net loss of $11,977,829 or $0.24 per common share for the prior fiscal year. The weighted average number of common shares for fiscal 2013 increased to 65,782,178 from 50,377,698 for the previous year. The Company did not issue any common shares during fiscal 2013 and as such, the weighted average number of common shares is the same as the total number of common shares outstanding as of April 30, 2013.
Expenses
Expenses for the current year were $5,869,734, approximately 50% lower than in fiscal 2012 due primarily to decreases in exploration and evaluation expense, consulting fees, office and administration expenses, investor relation expenses, director fees, legal expenses, management fees, travel expenses and transfer agent and filing fees. The decrease in these expenses was partially offset by increases in audit and accounting expenses, project development costs, rent and wages and salaries. Decreases in exploration and evaluation expense, consulting fees, director fees and investor relations caused a 74% decrease in the overall loss, which was partially offset by increases to audit and accounting expenses, project development costs and salaries and wages.
Exploration and evaluation expense for 2013 was 57% lower than in 2012 as a direct result of decreased exploration and evaluation activities on all of the Company’s properties.
Consulting and management fees decreased by 35%, as a direct result of decreased Company activities.
In addition, investor relations expenditures decreased by 53% from fiscal 2012 due to decreased investor and public relations activities.
Other Income (Expenses)
Other expense increased in fiscal 2013 by $5,578,432 to an expense of $5,804,327 compared with recorded other expenses of $225,895 in 2012. The Company recorded an unrealized loss on Marketable securities of $173,005 compared to last year’s loss of $701,327. Crosshair has accounted for its investment in marketable securities as “Financial assets at fair value through profit or loss”. These financial assets are measured at fair value and changes in fair value are recognized in net earnings. The Company also recorded a loss on the disposition of equipment of $39,416 compared to a gain of $1,898 on the disposition of equipment in 2012. During fiscal 2013, the Company also recorded an impairment of exploration and evaluation assets of $6,043,241 related to the Bootheel, Golden Promise and Juniper Ridge projects. These other expenses were partially offset by the flow through premium in relation to the flow through shares issued in fiscal 2012. Finance income decreased in fiscal 2013 by $45,971 which relates to interest earned on excess cash on hand.
Exploration and Evaluation Assets
During the current fiscal year, the Company acquired exploration and evaluation assets of $224,816 representing the acquisition costs related to the various mineral claims held by the Company.
Working Capital
Working capital was $94,253 as at April 30, 2013 compared with $5,466,961 as at April 30, 2012. The decrease of $5,372,708 was mainly due to cash used in operating activities of $4,834,152.
Results of Operations for the fiscal year ended April 30, 2012 compared to the fiscal year ended April 30, 2011
For fiscal year ended April 30, 2012 the Company reported a net loss of $11,977,829 or $0.24 per common share, compared with a net loss of $4,077,470 or $0.10 per common share for the prior fiscal year. The weighted average
number of common shares for fiscal 2012 increased to 50,377,698 from 41,193,459 for the previous year. The increase in the average number of shares outstanding was primarily due to share issuances related to the following:
|
·
|
Share issuance in relation to acquisition of exploration and evaluation assets (1,925,627 common shares) in the 2
nd
, 3
rd
and 4
th
quarters of fiscal 2012
|
|
·
|
Various financings (16,379,400 common shares) completed in the 4
th
quarter of fiscal 2012
|
Expenses
Expenses for fiscal 2012 were $11,751,934, approximately 152% higher than in fiscal 2011 due primarily to an increase in exploration and evaluation expense, consulting fees, office and administration expenses, investor relation expenses and wages and salaries expense. The increase in these expenses was partially offset by a reduction in legal expenses. Increases in exploration and evaluation expense, consulting fees and wages and salaries caused a 89% increase in the overall loss, which was partially offset by a decrease from legal expense due to the settlement of a dispute involving the Company.
Exploration and evaluation expense for 2012 was 650% higher than in 2011 due largely to the drilling programs completed on the CMB Uranium/Vanadium Project, the CMB JV Project , and the Bootheel Project, as well as the Mineral Resource estimate completed on the Juniper Ridge Property and the updated Mineral Resource estimate completed on the Bootheel Project.
Consulting and management fees increased by 184%, as a direct result of increased Company activities, reflecting favorable conditions in the markets.
In addition, investor relations expenditures increased by 143% from fiscal 2011 due to increasing investor and public relations activities.
To fuel the Company’s continuous growth, the Company hired additional field workers which had caused the wages and salaries to increase by 55% in 2012.
Audit and accounting expenditures increased by 22% compared to fiscal 2011 when additional costs attributable to the transition to IFRS were incurred.
Other Income (Expenses)
Other expense increased in fiscal 2012 by $804,941 to an expense of $225,895 compared with recorded income of $579,046 in 2011. The Company recorded an unrealized loss on Marketable securities of $701,327 compared to a last year’s gain of $501,961. Crosshair has accounted for its investment in marketable securities as “Financial assets at fair value through profit or loss”. These financial assets are measured at fair value and changes in fair value are recognized in net earnings. This loss was partially offset by the flow through premium in relation to the flow through shares issued in fiscal 2012. The Company also incurred a gain of $1,898 from the sale of capital assets in the current fiscal year compared with a loss of $110,291 from fiscal 2011.
Exploration and Evaluation Assets
During the current fiscal year, the Company acquired exploration and evaluation assets of $1,411,455 representing the acquisition costs related to the various mineral claims held by the Company.
Working Capital
Working capital was $5,466,961 as at April 30, 2012 compared with $10,815,170 as at April 30, 2011. The decrease of $5,348,209 was mainly due to cash used in operating activities of $9,649,032, which was then partially offset by financing activities of the Company during fiscal 2012.
Results of Operations for the fiscal year ended April 30, 2011 compared to the fiscal year ended April 30, 2010
For fiscal year ended April 30, 2011 the Company reported a net loss of $4,077,470 or $0.10 per common share, compared with a net loss of $2,321,078 or $0.08 per common share for the prior fiscal year. The weighted average number of common shares for fiscal 2011 increased to 41,193,459 from 29,528,511 for the previous year. The increase in the average number of shares outstanding was primarily due to share issuances related to the following:
|
·
|
Exercise of stock options (200,000 common shares) in the 3
rd
and 4
th
quarters of fiscal 2011
|
|
·
|
Various financings (13,749,875 common shares) completed in the 3
rd
quarter of fiscal 2011
|
|
·
|
Exercise of warrants (657,903 common shares) in the 3
rd
and 4
th
quarters of fiscal 2011
|
Expenses
Expenses for the fiscal year ended April 30, 2011 were $4,656,516, approximately 51% higher than in fiscal 2010 due primarily to recognizing exploration and evaluation expense, an increase in share-based compensation expense and management and consulting fees which was offset by a reduction in office and administration, rent, and wages and salaries expenses as a result of the engagement of a Management Services Company in October 2010. As a result of the transition to IFRS, the Company had reclassified a portion of its previously capitalized exploration expenditures as exploration and evaluation expense. The reclassified amount was $873,228 representing approximately 19% of the expense for fiscal 2011. No such expense was reclassified in 2010. Share based compensation, management and consulting fees caused a 35% increase in the overall loss, which was offset by a 13% decrease from office and administration, rent and wages and salaries attributed to the engagement of the Management Services Company.
Share-based compensation expense for fiscal 2011 was 65% higher than in 2010 due largely to IFRS adjustment of $527,085 and new stock options being granted to certain employees and management in the 3
rd
and 4
th
quarters of fiscal 2011, and a resulting increase in expense recognition.
Consulting and management fees increased by 279%, as a direct result of increased Company activities, reflecting favorable conditions in the markets.
In addition, investor relations expenditures increased by 113% from fiscal 2010 due to increasing investor and public relations activities.
Wages and salaries decreased in 2011 by 44% from 2010 due primarily to on-going expenditure reductions achieved by the engagement of a Management Services Company which provides administrative, geological, and corporate services at lower costs.
The engagement of a Management Services Company also led to a decrease in office and administration expenses of 46%, and a decrease in rent of 54%.
Audit and accounting expenditures decreased by 42% compared to fiscal 2010 when additional costs attributable to SOX compliance were incurred.
Other Income (Expenses)
Other income increased in fiscal 2011 by $631,301 to $579,046 compared with recorded expenses of $52,255 in 2010. The Company recorded an unrealized gain on Marketable securities of $501,961 compared to a last year’s unrealized gain of $66,667. Crosshair has accounted for its investment in marketable securities as “Financial assets at fair value through profit or loss”. These financial assets are measured at fair value and changes in fair value are recognized in net earnings. This gain was partially offset by a loss on sale of assets of $110,291. In fiscal 2010, the Company’s Sinbad project was written off and as a result $229,796 was recorded for this write-off. No write-offs of mineral properties occurred in fiscal 2011.
Exploration and Evaluation Assets
During the current fiscal year, the Company acquired exploration and evaluation assets of $474,183 representing the acquisition costs related to the various mineral claims held by the Company. Due to the transition to IFRS, the Company had reclassified its previously capitalized exploration and evaluation assets of $20,679,217 to deficit and $873,228 to exploration and evaluation expense.
Working Capital
Working capital was $10,815,170 as at April 30, 2011 compared with $3,403,009 as at April 30, 2010. The increase of $7,412,161 was mainly due to cash provided by financing activities of $9,995,812, which was then partially offset by operating and investing activities of the Company during fiscal 2011.
5.B. Liquidity and Capital Resources
Liquidity – April 30, 2013, April 30, 2012 and April 30, 2011
As of April 30, 2013, the Company had cash and cash equivalents of $596,450 (April 30, 2012 - of $5,446,298; April 30, 2011 - $9,931,585) and working capital of $94,253 (April 30, 2012 - $5,466,961; April 30, 2011 - $10,815,170). Cash used in operating activities during 2013 was $4,834,152 compared with $9,649,032 in 2012 and $2,882,416 in 2011. Cash provided by investing activities was $30,785 when compared with cash used by investing activities of $1,378,856 in 2012 and $609,322 in 2011. Cash used in financing activities for fiscal 2013 was $46,481 compared to cash provided by financing activities of $6,542,601 in 2012 and $9,995,812 in 2011.
Capital Resources
At present the Company has no producing properties and consequently has no current operating income or cash flows. Without additional financing the Company will not be able to fund both its exploration programs and ongoing operations for the next 12 months. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.. To date, the Company’s operations, exploration and development activities have been almost entirely financed from equity financings. The Company will continue to identify financing opportunities in order to provide additional financial flexibility and to continue the development of its property portfolio, meet land claim expenditure requirements and other commitments. While the Company has been successful raising the necessary funds in the past, there can be no assurance it can do so in the future. The Company currently does not have any material commitments for capital expenditures.
5.C. Research and Development, Patents and Licenses, etc.
We are a mineral exploration company and do not engage in conventional research and development. We have not incurred research and development expenses or adopted research on development policies within the last three fiscal years.
5.D. Trend Information
We are a mineral exploration company. Consequently, we have no production, sales, or inventory in the conventional sense. Our financial success will be dependent upon the extent to which we can discover mineralization and the economic viability of developing such properties. Such development, if initiated, may take years to complete and the amount of resulting income, if any, is difficult to determine with any certainty. We have no mineral reserves and to date have not produced any revenues. The sales value of any mineralization discovered by us is largely dependent upon factors beyond our control such as the market value of the metals produced.
Other than as disclosed herein, we are not aware of any trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon our net sales or revenues, income from continuing
operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
The major factors that caused significant variations in net loss were the recording of share-based compensation when stock options were granted and the write-down of properties based on a periodic review of such properties, both of which have no identifiable trend.
5.E. Off-Balance Sheet Arrangements
Not applicable
5.F. Tabular Disclosure of Contractual Obligations
|
|
Payments due by period
|
|
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
more than
5 years
|
|
Operating Lease Obligation
|
$--
|
|
$--
|
|
$--
|
|
$--
|
|
$--
|
|
Total
|
$--
|
|
$--
|
|
$--
|
|
$--
|
|
$--
|
|
ITEM 6.
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
6.A. Directors and Senior Management
|
Name
|
Age
|
Position
|
|
Mark J. Morabito
|
46
|
Executive Chairman
|
|
C. Stewart Wallis
|
68
|
Director
|
|
Jay Sujir
2
|
55
|
Director
|
|
Chris Collingwood
1
|
66
|
Director
|
|
Derrick (Rick) Gill
1 2
|
65
|
Director
|
|
Sam Yik
|
48
|
Chief Financial Officer
|
|
Mark Ludwig
3
|
57
|
Chief Executive Officer and President
|
|
Horace Beaven
4
|
62
|
Vice President, Corporate Communications
|
|
Tom Bell
5
|
64
|
Vice President, Chief Geologist
|
|
Chris Healey
1 2
|
66
|
Director
|
|
Jim Crawford
6
|
52
|
Chief Executive Officer and President
|
1
Member of Audit Committee
2
Member of Compensation Committee
3
Mr. Ludwig resigned as President & CEO on June 7, 2013.
4
Mr. Beaven resigned as VP, Corporate Communications on January 31, 2013.
5
Mr. Bell resigned as VP, Chief Geologist on April 15, 2013.
6
Mr. Crawford was appointed President & CEO on June 7, 2013.
We are an exploration stage junior exploration company. Our needs will be dependent upon our level of exploration programs and financial condition. From 2006 to 2009, we entered into employment agreements with our senior officers and all of our full-time employees. In August 2009, we began entering into consulting agreements with our senior management and currently have no employment agreements in effect with senior management or full-time employees. See Item 6.B. Compensation – Compensation of Executive Officers and
Directors – Employment and Consulting Agreements for a description of the current consulting agreements with senior management. On January 1, 2010, we entered into a management services agreement with King & Bay West under which King & Bay West provides shared office, administration and payroll services to the Company and as of January 1, 2010, we do not employ any staff full-time. On October 1, 2010, we entered into a revised management services agreement. See Item 7.B – Related Party Transactions and Exhibit 4.9 for a description of this agreement.
Set forth below are brief descriptions of recent employment and business experience of our directors and senior management.
Mark J. Morabito
has been our Executive Chairman since March 1, 2010. Mr. Morabito served as our Non-Executive Chairman from December 18, 2009 until his appointment as Executive Chairman on March 1, 2010. He was also Chief Executive Officer from February 2003 until March 1, 2010 when Stewart Wallis was appointed to that position, and has been a Director since November of 1998. Mr. Morabito also served as our President from February 2003 until February 18, 2008, when Paul Hosford was appointed to that position. Mr. Morabito was re-appointed as President on October 21, 2008 following Mr. Hosford’s resignation from that position. On March 31, 2009, Mr. Morabito ceased to be our President, when Stewart Wallis was appointed to that position in addition to being appointed Chief Executive Officer in 2010. Mr. Morabito remains our Executive Chairman and a Director.
Mr. Morabito devotes approximately 30% of his time during a typical work week to our business. Mr. Morabito also serves on the board of directors of Excelsior Mining Corp. and Alderon Iron Ore Corp. He is also the Executive Chairman of Alderon Iron Ore Corp and the non-Executive Chairman of Excelsior Mining Corp. Mr. Morabito graduated from Simon Fraser University in Vancouver, British Columbia with a B.A. in 1990 and completed his J.D. at the University of Western Ontario in London, Ontario in 1993.
C. Stewart Wallis
was a member of our Board of Directors from June 2003 until July 27, 2008. Mr. Wallis was appointed to our Board of Directors and was appointed President of the Company on March 31, 2009. On March 1, 2010 Mr. Wallis was appointed as our CEO. Mr. Wallis resigned as President and CEO of the Company on April 30, 2012. Up to the time of his resignation as President and CEO of Crosshair, Mr. Wallis devoted substantially all of his time during a typical work week to our business. Mr. Wallis is the President of Sundance Geological Ltd., a private entity owned and controlled by him, which provides geological services, including evaluations and prefeasibility studies, for individuals and mining companies based throughout the world. He received his Bachelor of Science Degree in Geology from McMaster University, located in Hamilton, Ontario. His professional affiliations include: the Association of Professional Engineers and Geoscientists of British Columbia, and the Wyoming Professional Geologists, Certified Professional Geologist under the American Institute of Professional Geologists, Fellow, and a member of the Society of Economic Geologists.
Jay Sujir
has been a member of our Board of Directors since February 2003. Mr. Sujir served as our Non-Executive Chairman from his appointment on September 10, 2007 until December 18, 2009 when Mark Morabito was appointed Non-Executive Chairman. Mr. Sujir is currently the Chairman of the Board of Directors of Sunward Resources Ltd. Mr. Sujir also serves on the boards of directors of Cannon Point Resources Ltd., Carlin Gold Corporation, Excelsior Mining Corp., NEMI Northern Energy & Mining Inc., Red Eagle Mining Corporation, Rio Silver Inc., Slater Mining Corporation, Uracan Resources Ltd. and Westham Resources Corp. Mr. Sujir is a securities and natural resource lawyer who has experience with advising and assisting public companies. He obtained his B.A. from the University of Victoria, in Victoria, British Columbia, in 1981 and obtained his LL.B. from the University of Victoria in 1985. He has been a lawyer in the law firm of Anfield Sujir Kennedy & Durno LLP and its predecessor firm since August 1986 and has been a partner of that firm since 1991.
Chris Collingwood
joined our Board of Directors in October 2007. Mr. Collingwood received his BComm. from Memorial University of Newfoundland in 1970. Mr. Collingwood is the Chairman and CEO of Baine Johnston Corp., a privately held Newfoundland firm active in commercial and industrial real estate, Retail operations and Marine Activities, also having investments in a number of other Newfoundland companies. Mr. Collingwood has previously served on the Audit Committee of Barclay's Bank of Canada, is a past Public Director of the Investment
Dealers Association and serves on the Audit Committee of the Newfoundland & Labrador Center for Health Information.
Derrick (Rick) Gill
joined our Board of Directors in May 2008. Mr. Gill has more than 30 years’ experience as an executive and director of public and private companies operating throughout North and South America. Mr. Gill is a principal consultant and director of Strategic Concepts Inc. (“SCI”), which provides strategic planning, financial modeling and business development services to numerous resource companies. Mr. Gill co-founded SCI in 1990. He also serves on the board of directors of Brigus Gold Corp. Mr. Gill received his BComm. in Accounting from Memorial University of Newfoundland in 1969
Sam Yik
has been our Chief Financial Officer (“CFO”) since December 1, 2011. Mr. Yik has over 20 years’ experience in financial management of public companies, including numerous energy and resource companies. Prior to joining Crosshair, Mr. Yik was the Chief Financial Officer of Kobex Minerals Inc. from November, 2007 to November 2011, the Vice President, Corporate Finance & Investor Relations of GBS Gold International Inc. from August 2006 to October 2007, the Vice President, Corporate Development and Commercial Operations of Pine Valley Mining Corp. from March 2005 to July 2006, and a Commercial Manager with Methanex Corp. from 1994 to March 2005. Mr. Yik received his Chartered Accountant (CA) designation in March 1992 and is a member of the Institute of Chartered Accountants of British Columbia. Mr. Yik received his Bachelor of Commerce from the University of British Columbia in May 1989. Mr. Yik is also the Chief Financial Officer of Excelsior Mining Corp.
Mark Ludwig
was appointed Chief Executive Officer and President of Crosshair on April 30, 2012. Prior to his appointment as Chief Executive Officer and President, Mr. Ludwig served as our Vice President and Chief Operating Officer (U.S.) from August 8, 2011 to April 30, 2012. Mr. Ludwig devoted substantially all of his time during a typical work week to our business. Prior to joining Crosshair, Mr. Ludwig was the Vice President of Operations of Neutron Energy. From 2005 to 2008 Mr. Ludwig was employed by Hecla Mining Company as a Senior Mining Engineer/Project Manager and later as Manager of Corporate Development. From 1984 until 2005 he worked in various positions with BHP Billiton including as a Senior Project and Mining Engineer. Mr. Ludwig earned a Mining Engineering degree from the Colorado School of Mines and an MBA from Regis University. Mr. Ludwig resigned as Chief Executive Officer and President on June 7, 2013.
Horace (Bevo) Beaven
was appointed Vice President, Corporate Communications of Crosshair on July 5, 2011. Mr. Beaven devoted substantially all of his time during a typical work week to our business. Mr. Beaven has over 12 years’ experience as an investor relations executive working with public companies. From June 2009 to his joining Crosshair, Mr. Beaven, through Bevo Beaven Corporate Communications, was an independent public relations and corporate communication consultant. From July 2008 to June 2009, he was Vice President, Client Services of Metzger Associates Publications and from March 2000 to July 2009, held various positions, the latest being Senior Vice President and General Manager at CTA Integrated Communications. Mr. Beaven has a BA in Journalism,/Public Relations and Advertising from the University of Alabama. Mr. Beaven resigned as Vice President, Corporate Communications on January 31, 2013.
Tom Bell
was appointed Vice President, Chief Geologist of Crosshair on November 16, 2011. Dr. Bell has over 30 years’ experience as a geologist and devoted substantially all of his time during a typical work week to our business. Since 1999 Dr. Bell has been President of Stratamodel, Inc., the firm he founded to explore for metallic commodities in Africa and North America, create state of the art geologic data collection systems, and design and implement resource based geographic information systems. Dr. Bell received his B.Sc in Geology from San Jose State University in California in 1978 followed by an M.A at the University of California at Berkeley in 1980 and a PhD at the University of California at Berkeley in 1983. His professional affiliations include: Professional Geologist in the State of Pennsylvania; Certified Professional Geologist (AIPG); Fellow, Society of Economic Geologists. Dr. Bell resigned as Vice President and Chief Geologist on April 15, 2012.
Chris Healey
joined our Board of Directors on April 25, 2012. Mr. Healey is a licensed professional geologist in British Columbia, Saskatchewan and Wyoming with over 40 years’ experience in the natural resources industry, with particular emphasis on uranium exploration and extraction. He has held senior positions with Cameco
Corporation, the world's largest uranium producer, where he served for over 20 years and managed its US operations. Mr. Healey has both broad and deep experience in all aspects of resource mining, especially in the uranium sector with hand-on experience at a producing in-situ operation. He has also worked on uranium projects around the world, including Canada, the United States, Paraguay, Kazakhstan, Mongolia, Australia and Malawi. Until February 29, 2012, he was President and CEO of Titan Uranium Corp. He was appointed President and CEO of Galaxy Graphite Corp. (formerly Galaxy Capital Corp.) on March 1, 2012. Mr. Healey graduated with a Bachelor of Science degree in Geology from the University of Wales, Swansea in 1968. He also served as the national president of the Geological Society of Canadian Institute of Mining, Metallurgy and Petroleum. Mr. Healey is also a Director of Galaxy Graphite Corp, Carmax Mining Corp and Ansell Capital Corp.
Jim Crawford
was appointed President and Chief Executive Officer of the Company on June 7, 2013. He has also served as our Vice President, Corporate Development since September 2012. Mr. Crawford devotes 50% of his time during a typical work week to our business. Mr. Crawford has over 15 years’ experience in international mineral exploration and prior to joining Crosshair, he held a number of corporate and field-based positions including Manager, Investor Relations for Peregrine Diamonds; Field Manager for Kennecott Canada Exploration’s Western Canadian Coal Project; and Senior Mineralogist for Golden Star Resources in their Georgetown, Guyana office. Mr. Crawford holds an MBA in finance from Pepperdine University and an M.Sc. in geology from Queen’s University.
There are no family relationships between any of the Directors or senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.
6.B. Compensation
Compensation of Executive Officers and Directors
The following table sets out the compensation information for the fiscal year ended April 30, 2013, for our directors and executive officers.
Compensation of Executive Officers/Directors in Fiscal 2013
|
Name and
Principal Position
|
Fiscal
Year
|
Annual Compensation
|
|
|
Salary
($)
|
Bonus
($)
|
Other Annual
Compensation
($)
|
|
|
|
Securities
Under Options
Granted (#)
|
Option
Exercise
Price
|
Option
Expiration
Date
|
|
Mark J. Morabito
1
Executive Chairman
and Director
|
2013
|
--
|
--
|
150,000
|
--
|
--
|
--
|
|
Stewart Wallis
2
CEO, President and Director
|
2013
|
--
|
--
|
6,500
|
--
|
--
|
--
|
|
Jay Sujir
Director
|
2013
|
--
|
--
|
$5,625
|
--
|
--
|
--
|
|
Chris Collingwood
Director
|
2013
|
--
|
--
|
6,500
|
--
|
--
|
--
|
|
Derrick Gill
Director
|
2013
|
--
|
--
|
6,500
|
--
|
--
|
--
|
|
Samuel Yik
Chief Financial Officer
|
2013
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Name and
Principal Position
|
Fiscal
Year
|
Annual Compensation
|
|
|
Salary
($)
|
Bonus
($)
|
Other Annual
Compensation
($)
|
|
|
|
Securities
Under Options
Granted (#)
|
Option
Exercise
Price
|
Option
Expiration
Date
|
|
Mark Ludwig
3
Chief Executive Officer & President
|
2013
|
--
|
--
|
US 270,000
|
--
|
--
|
--
|
|
Horace Beaven
4
Vice President, Corporate Communications
|
2013
|
--
|
--
|
US 131,650
|
--
|
--
|
--
|
|
Tom Bell, Ph.D.
5
Vice President, Chief Geologist
|
2013
|
--
|
--
|
US 204,161
|
--
|
--
|
--
|
|
Chris Healey
Director
|
2013
|
--
|
--
|
6,000
|
--
|
--
|
--
|
|
Jim Crawford
6
Chief Executive Officer &
President
|
2013
|
--
|
--
|
--
|
--
|
--
|
--
|
|
1
|
Mr. Morabito was appointed President on October 21, 2008 and ceased to be President on March 31, 2009. Mr. Morabito ceased to be CEO and was appointed Executive Chairman on March 1, 2010.
|
|
2
|
Mr. Wallis ceased to be a director on July 27, 2008 and was appointed a director on March 31, 2009. Mr. Wallis was appointed President on March 31, 2009 and CEO on March 1, 2010. Mr. Wallis ceased to be President and CEO on April 30, 2012.
|
|
3
|
Mr. Ludwig ceased to be Chief Executive Officer and President on June 7, 2013.
|
|
4
|
Mr. Beaven ceased to be Vice President, Corporate Communications on January 31, 2013.
|
|
5
|
Dr. Bell ceased to be Vice President, Chief Geologist on April 15, 2013.
|
|
6
|
Mr. Crawford was appointed Chief Executive Officer and President on June 7, 2013.
|
Director Compensation
Effective May 1, 2011, Crosshair adopted a formal director compensation program. Under the formal director compensation program, non-executive directors of Crosshair receive an annual board retainer of $20,000 and a fee of $1,500 for each Board meeting attended, the Chair of the Audit Committee receives an annual fee of $6,000 and each of the Chairs of the Compensation and other Committees of the Board receive an annual fee of $2,500. Each of the aforementioned fees is paid quarterly.
From December 31, 2008 to May 1, 2011, no such formal program was in place. Directors are also entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. Directors are also eligible to receive options to purchase Common Shares pursuant to the terms of Crosshair’s Stock Option Plan.
In light of the financial conditions faced by the Company this past year, Crosshair has cancelled its director compensation program with respect to the various annual and meeting fees as described above.
Employment and Consulting Agreements
On March 1, 2011, the Company entered into a consulting agreement with MJM Consulting (“MJM”) and Mark J. Morabito (“Morabito”) (the “2011 MJM Consulting Agreement”). Under the terms of the 2011 MJM Consulting Agreement, MJM provides the services of Morabito to act as Executive Chairman of the Company and to provide such general management consulting services as the Company may require from time to time under such time as the 2011 MJM Consulting Agreement is terminated. Under the terms of the 2011 MJM Consulting Agreement, MJM receives a monthly fee of $12,500 plus applicable taxes and is eligible to receive an annual cash bonus in an amount to be determined at the discretion of the Board of Directors. In the event of termination of the 2011 MJM Consulting Agreement, MJM will receive a lump sum payment equivalent to 12 months’ fees. In the event of a change of control, MJM will receive the equivalent of 36 months’ fees. On September 1, 2011, the Company
entered into an Assignment Agreement with MJM as Assignor, MJM Consulting Corp. as Assignee and Morabito pursuant to which MJM assigned, transferred and set over to MJM Consulting Corp. all of the Assignor’s rights, interests, benefits, duties and obligations in and relating to the 2011 MJM Consulting Agreement.
On June 28, 2011, the Company entered into a consulting agreement with Horace H. Beaven (“Beaven”) (the ‘Beaven Consulting Agreement”) pursuant to which the Company appoints and engages Beaven to perform the functions of Vice President, Corporate Communications and of a general corporate communications consultant. Under the terms of the Beaven Consulting Agreement, Beaven receives a monthly fee of US$12,500 and is eligible to receive an annual cash bonus in the amount of US$50,000, payable at the discretion of the Board of Directors based on the performance of Beaven and the overall performance of the Company. In addition, Beaven receives a monthly lump sum cash payment of US$2,100 in lieu of medical benefits. In the event of termination of the Beaven Consulting Agreement, Beaven will receive a lump sum payment equivalent to three (3) months’ monthly fees and benefits. Upon the resignation of Beaven on January 31, 2013, the Beaven Consulting Agreement was terminated.
On July 12, 2011, the Company entered into a consulting agreement with Ludwig and Associates LLC (“L&A”) and Mark Ludwig (“Ludwig”) (the ‘L&A Consulting Agreement”) pursuant to which the L&A provides the personal services of Ludwig to act as Vice President and Chief Operating Officer (U.S.) and of a mining, engineering, business and management consultant of the Company. Under the terms of the L&A Consulting Agreement, L&A receives a monthly fee of US$16,666 and is eligible to receive an annual cash bonus in the amount of US$70,000, payable at the discretion of the Board of Directors based on the performance of L&A and the overall performance of the Company. In addition L&A receives a monthly lump sum cash payment of US$1,666 in lieu of medical benefits. In addition, as consideration for L&A and Ludwig entering into the L&A Consulting Agreement, L&A received a lump sum payment of US$25,000. In the event of termination of the L&A Consulting Agreement, L&A will receive a lump sum payment equivalent to three (3) months’ fees and benefits. On April 23, 2012, in anticipation of Ludwig being appointed as Chief Executive Officer and President of the Company, the parties to the L&A Consulting Agreement entered into an amendment to consulting agreement (the “Amending Agreement”) pursuant to which the fee was amended to US$20,833.33 per month. All other terms of the L&A Consulting Agreement remain in full force and effect. Upon the resignation of Mr. Ludwig on June 7, 2013, the L&A Consulting Agreement was terminated.
On November 1, 2011, the Company entered into a consulting agreement with Stratamodel, Inc. (“Stratamodel”) and Thomas E. Bell (“Bell) (the “Stratamodel Consulting Agreement”) pursuant to which the Stratamodel provides the personal services of Bell to act as Vice President and Chief Geologist and of a geological consultant of the Company. Under the terms of the Stratamodel Consulting Agreement, Stratamodel receives a monthly fee of US$13,333 and is eligible to receive an annual cash bonus in the amount of US$50,000, payable at the discretion of the Board of Directors based on the performance of Stratamodel and the overall performance of the Company. In addition Stratamodel receives a monthly lump sum cash payment of US$1,666 in lieu of medical benefits. In addition, as consideration for Stratamodel and Bell entering into the Stratamodel Consulting Agreement, Stratamodel received a lump sum payment of US$10,000. In the event of termination of the Stratamodel Consulting Agreement, Stratamodel will receive a lump sum payment equivalent to three (3) months’ fees and benefits. Upon the resignation of Dr. Bell on April 15, 2013, the Stratamodel Consulting Agreement was terminated.
Post Employment Compensation
No funds were set aside or accrued by us during Fiscal 2013 to provide pension, retirement or similar benefits for Directors, Executive Officers or Senior Management.
Other than as described above, we do not have any plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation would exceed US$60,000 per person.
6.C. Board Practices
The Board of Directors presently consists of six directors all of whom were elected at our annual general meeting of shareholders held on October 26, 2012. The directors have served in their respective capacities since their election and/or appointment and will serve until the next annual general meeting or until a successor is duly elected, unless the office is vacated in accordance with our Articles. The Board of Directors appoints senior management who serve at the discretion of the Board of Directors.
The following table indicates the date on which each of our directors was appointed a director of our company:
|
Name of Director
|
Director since
|
|
Mark Morabito
|
November 12, 1998
|
|
Stewart Wallis
1
|
March 31, 2009
|
|
Jay Sujir
|
February 19, 2003
|
|
Chris Collingwood
|
October 25, 2007
|
|
Derrick Gill
|
May 27, 2008
|
|
Chris Healey
|
April 25, 2012
|
|
1
|
Mr. Wallis served as a director from June 19, 2003 to July 29, 2008. He was re-appointed as a director on March 31, 2009.
|
There are no service contracts with the Directors providing for benefits upon termination of employment except as described under the heading “Employment and Consulting Agreements” above.
Board of Director Committees
Audit Committee
We have an Audit Committee, which recommends to the Board of Directors the engagement of our independent auditors and reviews with the independent auditors the scope and results of our audits, our internal accounting controls, and the professional services furnished to us by our independent auditors. The following disclosure is required pursuant to National Instrument 52-110 (“NI 52-110”) adopted by the Canadian Securities Administrators.
The Audit Committee's Charter
Following is a copy of the charter of our audit committee:
Purpose
The Audit Committee (the “
Committee
”) is a committee of and appointed by the Board of Directors (the “
Board
”) of Crosshair Exploration & Mining Corp. (the “
Corporation
”) to assist the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Corporation. The Committee’s primary duties and responsibilities are to:
|
·
|
conduct such reviews and discussions with management and the external auditors relating to the audit and financial reporting as are deemed appropriate by the Committee;
|
|
·
|
assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure implementation of such controls and procedures;
|
|
·
|
ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel;
|
|
·
|
review the quarterly and annual financial statements and management’s discussion and analysis of the Corporation’s financial position and operating results and report thereon to the Board for approval of same;
|
|
·
|
select and monitor the independence and performance of the Corporation’s external auditors, including attending at private meetings with the external auditors and reviewing and approving all renewals or dismissals of the external auditors and their remuneration;
|
|
·
|
establish procedures for the receipt of complaints and submissions relating to accounting matters;
|
|
·
|
except as set forth below, pre-approve all audit and non-audit services provided by the Corporation’s external auditors; and
|
|
·
|
provide oversight to related party transactions entered into by the Corporation.
|
The Committee has the authority to conduct or authorize any investigation appropriate to its responsibilities, and it may request the external auditors, as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee to provide pertinent information as necessary. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.
The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.
In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part IV of this Charter.
Authority of the Audit Committee
The Committee shall have the authority to:
(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for advisors employed by the Committee;
(c) communicate directly with the internal and external auditors.
Composition and Meetings
|
1.
|
The Committee and its membership shall meet all applicable legal, regulatory and listing requirements, including, without limitation, those of the British Columbia Securities Commission, the Toronto Stock Exchange, the U.S. Securities and Exchange Commission, NYSE MKT, the
Business Corporations Act
(British Columbia) and all applicable securities regulatory authorities.
|
|
2.
|
The Committee shall be composed of three or more directors as shall be designated by the Board from time to time. The members of the Committee shall appoint from among themselves a member who shall serve as Chair.
|
|
3.
|
Each member of the Committee shall be “independent” and “financially literate”, for the purposes of Multilateral Instrument 52-110 (“MI 52-110”), as it may be amended from time to time. MI 52-110 currently provides that a member is independent if the member has no direct or independent material relationship with the Corporation. A “material” relationship is one which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s judgment. There are certain relationships that are, however, deemed to be “material” under MI 52-110. In assessing a proposed nominee to the Committee, the Board shall refer to MI 52-110 and any other requirements or guidelines under applicable securities laws and any stock exchanges on which the Corporation’s securities are listed.
|
|
4.
|
The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two and at least 50% of the members of the Committee present either in person or by telephone shall constitute a quorum.
|
|
5.
|
If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the next business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.
|
|
6.
|
If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.
|
|
7.
|
The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by, the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.
|
|
8.
|
Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.
|
|
9.
|
The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.
|
|
10.
|
The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as the Committee may see fit, from time to time, to attend at meetings of the Committee.
|
|
11.
|
Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or recommendations of the Committee shall require the approval of the Board prior to implementation.
|
The Committee members will be elected annually at the first meeting of the Board following the annual general meeting of shareholders.
Responsibilities
Financial Accounting and Reporting Process and Internal Controls
|
1.
|
The Committee shall review the annual audited financial statements and interim financial statements of the Corporation to satisfy itself that they are presented in accordance with applicable generally accepted accounting principles (“Canadian and US GAAP” as required) and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review the interim financial statements of the Corporation. With respect to the annual audited financial statements, the Committee shall discuss significant issues regarding accounting policies, principles, practices, estimates, reserves and judgments of management with management and the external auditors, as and when the Committee deems it appropriate to do so, and shall satisfy itself that the annual audited financial statements are accurate, complete and represent fairly the Corporation’s financial position and performance and that the audit function has been effectively carried out. If desirable, the Committee may engage the Corporation’s external auditors to carry out a review of the interim financial statements.
|
|
2.
|
The Committee shall review management’s discussion and analysis relating to the Corporation’s annual and interim financial statements (“MD&A”) MD&A and any other public disclosure documents, including annual and interim earnings press releases, required to be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information or files this information with securities regulatory authorities.
|
|
3.
|
The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s annual and interim financial statements, MD&A and annual and interim earnings press releases, and periodically assess the adequacy of these procedures.
|
|
4.
|
The Committee shall review the annual budget.
|
|
5.
|
The Committee shall review any internal control reports prepared by management and the evaluation of such reports by the external auditors, together with management’s response.
|
|
6.
|
The Committee shall evaluate whether management is setting the appropriate “control culture” by communicating the importance of internal control and the management of risk and ensuring that all employees have an understanding of their roles and responsibilities.
|
|
7.
|
The Committee shall consider how management is held to account for security of computer systems and applications, and the contingency plans for processing financial information in the event of a systems breakdown.
|
|
8.
|
The Committee shall review, in consultation with the external auditors, the integrity of the Corporation’s financial reporting processes, both internal and external.
|
|
9.
|
The Committee shall consider the external auditors’ judgments about the quality and appropriateness, not just the acceptability, of the Corporation’s accounting principles and financial disclosure practices, as applied in its financial reporting, particularly about the degree of aggressiveness or conservatism of its accounting principles and underlying estimates and whether those principles are common practices or are minority practices.
|
|
10.
|
The Committee shall meet no less frequently than annually with the external auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, the officer of the Corporation in charge of financial matters, deem appropriate.
|
|
11.
|
The Committee shall consider and approve, if appropriate, major changes to the Corporation’s accounting principles and practices as suggested by management with the concurrence of the external auditor and ensure that the management’s reasoning is described in determining the appropriateness of changes in accounting principles and disclosure.
|
|
12.
|
The Committee shall inquire of management and the external auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject and assess the steps management has taken to minimize such risks, including by obtaining the external auditors’ opinion of how effectively such risks are being managed or controlled.
|
|
13.
|
The Committee shall review the post-audit or management letter containing the recommendations of the external auditors and management’s response and subsequent follow-up to any identified weaknesses.
|
|
14.
|
The Committee shall provide oversight to related party transactions entered into by the Corporation.
|
|
15.
|
The Committee shall review policies and procedures with respect to officers’ expense accounts and management perquisites and benefits, including their expenditures related to executive travel and entertainment, and review the results of the procedures performed in these areas by the external auditor, based on terms of reference agreed upon by the external auditor and the Committee.
|
Independent Auditors
|
1.
|
The Committee shall recommend to the Board the external auditors to be nominated, for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, and the compensation of the external auditors.
|
|
2.
|
The Committee shall instruct the external auditors to report directly to the Committee and ensure that significant findings and recommendations made by the external auditors are received and discussed by the Committee on a timely basis.
|
|
3.
|
The Committee shall be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting, and shall review the performance of the external auditors and approve any proposed discharge of the external auditors when circumstances warrant.
|
|
4.
|
The Committee shall periodically consult the external auditors out of the presence of management about any matters that the Committee or the external auditors believes should be discussed privately, including, without limitation, significant risks or exposures, internal controls and other steps that management has taken to control such risks, and the fullness and accuracy of the Corporation’s financial statements. Particular emphasis should be given to the adequacy of internal controls to expose any payments, transactions or procedures that might be deemed illegal or otherwise improper.
|
|
5.
|
Except as otherwise indicated in this Charter, the Committee shall pre-approve all audit and non-audit services not prohibited by Canadian securities laws and regulations to be provided by the external auditors and delegate, if desirable, to one or more of its members the authority to pre-approve any such audit or permitted non-audit services, provided that any such pre-approval is presented to the Committee at its next scheduled meeting following the pre-approval.
|
|
6.
|
The Committee shall monitor and assess the relationship between management and the external auditors, including reviewing any management letters or other reports of the external auditors and discussing and resolving any material differences of opinion between management and the external auditors.
|
|
7.
|
The Committee shall monitor, review, confirm and discuss with the external auditors, on an annual basis, all significant relationships the external auditors have with the Corporation and the range of services provided to determine the independence and objectivity of the external auditors.
|
|
8.
|
Prior to the audit, the Committee shall review the external auditors’ audit plan, including the scope, procedures, timing and staffing of the audit, and the Committee may authorize the external auditors to perform supplemental reviews or audits as the Committee may deem desirable.
|
|
9.
|
The Committee shall review with the external auditors the results of the annual audit and, if applicable, the results of the quarterly review, including matters related to the conduct of the audit and the review, as the case may be.
|
|
10.
|
The Committee shall obtain timely reports from the external auditors describing critical accounting policies and practices, alternative treatments of information within Canadian GAAP that were discussed with management, their ramifications, and the external auditors’ preferred treatment and material written communications between the Corporation and the external auditors.
|
|
11.
|
The Committee shall review fees paid by the Corporation to the external auditors and other professionals in respect of audit and non-audit services on an annual basis.
|
|
12.
|
The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
|
Process Improvement
|
1.
|
The Committee shall establish regular and separate systems of reporting to the Committee by each of management and the external auditors regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.
|
|
2.
|
Following completion of the annual audit and quarterly reviews (if applicable), the Committee shall review separately with each of management and the external auditors any significant changes to planned procedures, any difficulties encountered during the course of the audit and reviews, including any restrictions on the scope of work or access to required information and the cooperation that the external auditors received during the course of the audit and reviews.
|
|
3.
|
The Committee shall review and resolve any significant disagreements among management and the external auditors in connection with the preparation of the financial statements and, where there are significant unsettled issues, the Committee shall ensure that there is an agreed course of action for the resolution of such matters.
|
|
4.
|
The Committee shall review with the external auditor and management significant findings during the year and the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented. This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.
|
Ethical and Legal Compliance
|
1.
|
The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
|
|
2.
|
The Committee shall review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up of any non-compliance.
|
|
3.
|
The Committee shall review management’s monitoring of the Corporation’s system that is in place to ensure that the Corporation’s financial statements, reports and other financial information disseminated to governmental organizations and the public satisfy legal requirements.
|
|
4.
|
The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
|
|
5.
|
The Committee shall obtain regular updates from management and others, including internal and external auditors and legal counsel, concerning the Corporation’s compliance with financial related laws and regulations such as tax and financial reporting laws and regulations, legal withholding requirements, occupational health and safety laws and personal information and protection of privacy laws.
|
|
6.
|
The Committee shall be satisfied that all regulatory compliance matters have been considered in the preparation of financial statements.
|
|
7.
|
The Committee shall review the findings of any examination by regulatory agencies.
|
Other Responsibilities
While the Committee has the responsibilities and duties set out in this Charter, it is not the duty of the Committee to plan or conduct audits, to prepare or audit financial statements or to design or implement an effective system of internal controls. Such matters are the responsibility of management and the internal and external auditors of the Corporation, as the case may be. In addition to the responsibilities and duties of the
Committee set out in this Charter, the Committee shall perform any other activities consistent with this Charter and all applicable legal, regulatory and listing requirements (including those of the applicable securities regulatory authorities and the stock exchanges on which the Corporation’s securities are listed), as the Committee or the Board deems necessary or appropriate.
Procedures for Receipt of Complaints and Submission
s
Relating to Accounting Matter
s
|
1.
|
The Corporation shall inform employees on the Corporation’s intranet, if there is one, or via a newsletter or e-mail that is disseminated to all employees at least annually, of the individual (the “Complaints Officer”) designated from time to time by the Committee to whom complaints and submissions can be made regarding accounting, internal accounting controls or auditing matters or issues of concern regarding questionable accounting or auditing matters.
|
|
2.
|
The Complaints Officer shall be informed that any complaints or submissions so received must be kept confidential and that the identity of employee(s) making complaints or submissions shall be kept confidential and shall only be communicated to the Committee or the Chair of the Committee.
|
|
3.
|
The Complaints Officer shall be informed that he or she must report to the Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Committee called to approve interim and annual financial statements of the Corporation.
|
|
4.
|
Upon receipt of a report from the Complaints Officer, the Committee shall discuss the report and take such steps as the Committee may deem appropriate.
|
The Complaints Officer shall retain a record of a complaint or submission received for a period of six years following resolution of the complaint or submission.
Procedures for Approval of Non-Audit Service
s
|
1.
|
The Corporation’s external auditors shall be prohibited from performing for the Corporation the following categories of non-audit services:
|
|
(a)
|
bookkeeping or other services related to the Corporation’s accounting records or financial statements;
|
|
(b)
|
financial information systems design and implementation;
|
|
(c)
|
appraisal or valuation services, fairness opinion or contributions-in-kind reports;
|
|
(e)
|
internal audit outsourcing services;
|
|
(f)
|
management functions;
|
|
(h)
|
broker or dealer, investment advisor or investment banking services;
|
|
(j)
|
expert services unrelated to the audit; and
|
|
(k)
|
any other service that the Canadian Public Accountability Board or any other applicable regulatory authority determines is impermissible.
|
|
2.
|
In the event that the Corporation wishes to retain the services of the Corporation’s external auditors for tax compliance, tax advice or tax planning, the Chief Financial Officer of the Corporation shall consult with the Chair of the Committee, who shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services in accordance. All other non-audit services shall be approved or disapproved by the Committee as a whole as set forth herein.
|
|
3.
|
The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee no less frequently than on a quarterly basis.
|
Composition of the Audit Committee
The current members of our Audit Committee are Chris Healey, Christopher Collingwood and Derrick Gill, each of whom is an independent director and financially literate.
Relevant Education and Experience
Derrick Gill. Mr. Gill received his BComm. in Accounting from Memorial University of Newfoundland in 1969. Mr. Gill has over 30 years’ experience as an executive and director of public and private companies operating throughout North and South America and has served on the audit committees of public companies. Mr. Gill is a principal consultant and director of Strategic Concepts Inc. (“SCI”), which provides strategic planning, financial modeling and business development services to numerous resource companies. Mr. Gill co-founded SCI in 1990. He also serves on the board of directors of Linear Gold Corp. Inc.
Chris Collingwood. Mr. Collingwood received his BComm. from Memorial University of Newfoundland in 1970. Mr. Collingwood is the Chairman and CEO of Baine Johnston Corp., a privately held Newfoundland firm active in commercial and industrial real estate, Retail operations and Marine Activities, also having investments in a number of other Newfoundland companies. Mr. Collingwood has previously served on the Audit Committee of Barclay's Bank of Canada, is a past Public Director of the Investment Dealers Association and serves on the Audit Committee of the Newfoundland & Labrador Center for Health Information.
Chris Healey. Mr. Healey graduated with a Bachelor of Science degree in Geology from the University of Wales, Swansea in 1968. He has held senior management and geological positions with several public companies, including Cameco Corporation, where he served for over 20 years and managed its US operations. Until February 29, 2012, he was President and CEO of Titan Uranium Corp. He was appointed President and CEO of Galaxy Graphite Corp. (formerly Galaxy Capital Corp.) on March 1, 2012. Mr. Healey is also a Director of Galaxy Graphite Corp, Carmax Mining Corp and Ansell Capital Corp. and serves as a member of the Audit Committee of Ansell Capital Corp.
Reliance on Certain Exemptions
At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on any of the exemptions contained in the followings sections of NI 52-110: section 2.4 (De Minimis Non-audit Services), section 3.2 (Initial Public Offerings), section 3.4 (Events Outside Control of Member), section 3.5 (Death, Disability or Resignation of Audit Committee Member) or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions) of NI 52-110.
Reliance on Exemption in Subsection 3.3(2) or Section 3.6
At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on any of the exemptions contained in the followings sections of NI 52-110: subsection 3.3(2) (Controlled Companies) or section 3.6 (Temporary Exemption for Limited and Exceptional Circumstances).
Reliance on Section 3.8
At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on section 3.8 (Acquisition of Financial Literacy) of NI 52-110.
Audit Committee Oversight
At no time since the commencement of the Company’s most recently completed financial year, has the Company’s Board of Directors failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.
Pre-Approval Policies and Procedures
Pursuant to the terms of the Company’s Audit Committee Charter, the Audit Committee is required to review and pre-approve any non-audit services provided by the Company's external auditors. However, the Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Audit Committee, on a case-by-case basis.
External Auditor Service Fees
See Item 16.C. Principal Accountant Fees and Services.
Compensation Committee
We have established a Compensation Committee, which currently consists of Jay Sujir, Derrick Gill and Chris Healey. The Compensation Committee does not operate pursuant to a written charter.
The mandate established for the Compensation Committee is for the purposes of:
|
1.
|
considering appropriate levels of compensation for our directors and officers and making recommendations to the Board as to the remuneration and other compensation to be provided to our Directors, the President and our other officers; and
|
|
2.
|
carrying out periodic performance assessments of the President and CEO.
|
6.D. Employees
The following table sets out the number of full-time employees who worked for us at the end of the last three completed fiscal years as well as the maximum number of temporary workers who worked for us during each fiscal year:
|
Fiscal year ended
|
Number of Full Time
Employees at the end
of the fiscal year
|
Maximum number of
Temporary Workers
during the fiscal year
|
|
April 30, 2013
|
0
(1)
|
0
(1)
|
|
April 30, 2012
|
0
(1)
|
0
(1)
|
|
April 30, 2011
|
0
|
0
(2)
|
|
1
|
Pursuant to the Management Services Agreement with King & Bay West dated October 1, 2010, King & Bay West provides shared office, administration and payroll services to the Company. See Item 7.B – Related Party Transactions and Exhibit 4.9 for a description of this agreement. As such, the Company no longer employs any full-time staff or temporary staff.
|
|
2
|
Due to the global economic conditions during the fiscal year ended April 30, 2011, and our cash conservation program, we did not employ any temporary workers during this year..
|
6.E. Share Ownership
The following table presents the beneficial ownership of the directors and those persons named in Item 6.B Compensation above as of July 19, 2013. As of July 19, 2013, we had 65,782,178 common shares issued and
outstanding. The number of common shares beneficially owned by the persons listed below includes those securities exercisable into common shares within 60 days of July 19, 2013.
|
Name
|
Number of
Common Shares
|
Percent of
Outstanding
Common Shares
|
|
Mark J. Morabito
|
2,519,574
1
|
3.83%
|
|
Stewart Wallis
|
1,016,150
2
|
1.54%
|
|
Jay Sujir
|
371,000
3
|
*
|
|
Chris Collingwood
|
281,750
4
|
*
|
|
Derrick Gill
|
277,500
5
|
*
|
|
Sam Yik
|
87,500
6
|
*
|
|
Mark Ludwig
7
|
N/A
|
N/A
|
|
Horace (Bevo) Beaven
8
|
N/A
|
N/A
|
|
Tom Bell
9
|
N/A
|
N/A
|
|
Chris Healey
|
100,000
10
|
*
|
|
Jim Crawford
|
25,000
11
|
*
|
|
Directors and Executive Officers as a group
|
4,678,474
|
7.11%
|
* Indicates less than one percent.
|
1
|
Includes options to purchase 801,715 common shares exercisable within 60 days of July 19, 2013 and warrants to purchase 250,000 common shares expiring February 27, 2014.
|
|
2
|
Includes options to purchase 575,000 common shares exercisable within 60 days of July 19, 2013, warrants to purchase and warrants to purchase 50,000 common shares expiring February 27, 2014.
|
|
3
|
Includes options to purchase 262,500 common shares exercisable within 60 days of July 19, 2013.
|
|
4
|
Includes options to purchase 235,000 common shares exercisable within 60 days of July 19, 2013 and warrants to purchase 31,250 common shares expiring February 27, 2014.
|
|
5
|
Includes options to purchase 222,500 common shares exercisable within 60 days of July 19, 2013 and warrants to purchase 6,250 common shares expiring February 27, 2014.
|
|
6
|
Includes options to purchase 50,000 common shares exercisable within 60 days of July 19, 2013 and 12,500 warrants to purchase common shares expiring February 27, 2014.
|
|
7
|
Mr. Ludwig resigned as Chief Executive Officer and President on June 7, 2013.
|
|
8
|
Mr. Beaven resigned as Vice President, Corporate Communications on January 31, 2013.
|
|
9
|
Dr. Bell resigned as Vice President, Chief Geologist on April 15, 2013.
|
|
10
|
Includes options to purchase 100,000 common shares exercisable within 60 days of July 19, 2013.
|
|
11
|
Includes options to purchase 25,000 common shares exercisable within 60 days of July 19, 2013.
|
The following table presents the stock options granted to the aforementioned persons and unexercised as of July 19, 2013. The stock options are for common shares.
|
Name
|
Date of Grant
|
Number of
Underlying
Common
Shares
|
Vested
1
|
Exercise
Price
|
Expiration Date
|
|
Mark J. Morabito
|
Apr. 24, 2012
Dec. 21, 2010
Nov. 30, 2009
May 28, 2009
Oct. 23, 2008
Sept. 15, 2008
|
50,000
375,000
118,382
75,000
83,333
125,000
|
25,000
375,000
118,382
75,000
83,333
125,000
|
$0.38
$1.44
$0.88
$1.08
$0.60
$1.08
|
Apr. 24, 2017
Dec. 21, 2015
Nov. 30, 2014
May 28, 2014
Oct. 23, 2013
Sept. 15, 2013
|
|
Stewart Wallis
|
Apr. 24, 2012
Dec. 21, 2010
Jan. 6, 2010
Nov. 30, 2009
May 28, 2009
Sept. 15, 2008
|
50,000
375,000
50,000
25,000
75,000
25,000
|
25,000
375,000
50,000
25,000
75,000
25,000
|
$0.38
$1.44
$0.84
$0.88
$1.08
$1.08
|
Apr. 24, 2017
Dec. 21, 2015
Jan. 6, 2015
Nov. 30, 2014
May 28, 2014
Sept. 15, 2013
|
|
Name
|
Date of Grant
|
Number of
Underlying
Common
Shares
|
Vested
1
|
Exercise
Price
|
Expiration Date
|
|
Jay Sujir
|
Dec. 21, 2010
May 28, 2009
Oct. 27, 2008
Sept. 15, 2008
|
100,000
50,000
87,500
25,000
|
100,000
50,000
87,500
25,000
|
$1.44
$1.08
$1.08
$1.08
|
Dec. 21, 2015
May 28, 2014
Oct. 27, 2013
Sept. 15, 2013
|
|
Chris Collingwood
|
Dec. 21, 2010
Nov. 30, 2009
May 28, 2009
Sept. 15, 2008
|
100,000
50,000
35,000
50,000
|
100,000
50,000
35,000
50,000
|
$1.44
$0.88
$1.08
$1.08
|
Dec. 21, 2015
Nov. 30, 2014
May 28, 2014
Sept. 15, 2013
|
|
Derrick Gill
|
Dec. 21, 2010
Nov. 30, 2009
May 28, 2009
|
100,000
62,500
60,000
|
100,000
62,500
60,000
|
$1.44
$0.88
$1.08
|
Dec. 21, 2015
Nov. 30, 2014
May 28, 2014
|
|
Sam Yik
|
Apr. 24, 2012
|
100,000
|
50,000
|
$0.38
|
Apr. 24, 2017
|
|
Mark Ludwig
2
|
|
0
|
0
|
|
|
|
Horace (Bevo) Beaven
3
|
|
0
|
0
|
|
|
|
Tom Bell
4
|
|
0
|
0
|
|
|
|
Chris Healey
|
Apr. 24, 2012
|
200,000
|
100,000
|
$0.38
|
Apr. 24, 2017
|
|
Jim Crawford
|
Apr. 24, 2012
|
50,000
|
25,000
|
$0.38
|
Apr. 24, 2017
|
|
1
|
Includes those options that are exercisable within 60 days of July 19, 2013.
|
|
2
|
Mr. Ludwig resigned as Chief Executive Officer and President on June 7, 2013 and all options held by him were cancelled on July 7, 2013.
|
|
3
|
Mr. Beaven resigned as Vice President, Corporate Communications on January 31, 2013 and all options held by him were cancelled on March 1, 2013.
|
|
4
|
Dr. Bell resigned as Vice President, Chief Geologist on April 15, 2013 and all options held by him were cancelled on May 15, 2013..
|
We do not have any arrangements for involving our employees in our capital. We do not have a share purchase plan or dividend reinvestment plan for our directors, officers and employees. However, we will, from time to time, grant individual stock options to our directors, officers or employees as an incentive pursuant to our stock option plan.
Stock Option Plan
We may grant stock options to directors, senior management and employees pursuant to our stock option plan dated November 4, 2010 (the “Plan”). Under the Plan, we may grant stock options to purchase up to a maximum of 10% of the common shares issued and outstanding from time to time. If any stock option has been exercised, the number of common shares into which such stock option was exercised shall become available to be issued upon the exercise of stock options subsequently granted under the Plan. As at May 1, 2012, the beginning of the fiscal year ended April 30, 2013, there were 233,587 common shares available for grant and 608,587 common shares available for grant under the Plan as at April 30, 2013. During the fiscal year ended April 30, 2012, no stock options were granted. During the fiscal year ended April 30, 2013, no stock options to purchase common shares were exercised and stock options to purchase an aggregate of 375,000 common shares were cancelled or expired. During the year ended April 30, 2013, the exercise price of a total of 300,000 options expiring December 21, 2015 was adjusted from the original exercise price of $1.44 to $0.15 to more accurately reflect the current market price of the Company’s shares at the time of the adjustment.
Target Stock Options
As a term of the plan of arrangement between Crosshair and Target that was effective on March 31, 2009, all existing holders of options to purchase common shares in Target had their options exchanged for stock options of the Company that entitled the holder to exercise their Target options for common shares of the Company on the basis of 1.2 common shares of the Company for each Target option exercised (the “Target Exchanged Options”). As at April 30, 2013 there were 25,000 Target Exchanged Options outstanding, exercisable into a total of 30,000 common shares of the Company. During the fiscal year ended April 30, 2013, no Target Exchanged Options to purchase common shares were exercised and a total of 187,908 Target Exchanged Options (exercisable into 225,490 common shares) were cancelled. No additional Target Exchanged Options were to be issued as of March 31, 2009. As at July 19, 2013, all Target Exchange Options have been cancelled or expired.
|
ITEM 7.
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
7.A. Major Shareholders
To the knowledge of management, no person beneficially owns 5% or more of our issued and outstanding common shares.
All of our shares, both, issued and unissued, are common shares of the same class and rank equally as to dividends, voting powers and participation of powers. Accordingly, there are no special voting powers held by our major shareholders.
On July 19, 2013, we had 65,782,178 common shares issued and outstanding to approximately 433 shareholders of record. We believe that the number of beneficial owners is substantially greater than the number of record holders because a large portion of our outstanding common shares are held in broker “street names” for the benefit of individual investors or other nominees. Management believes that there are 113 shareholders of record located in the U.S., who own an aggregate of approximately 38% of our outstanding common shares. In addition to these record holders there may be more persons located in the U.S. holding our common shares in “street” name.
We are a publicly owned Canadian corporation, with shareholders in Canada, the United States and other foreign jurisdictions. We are not controlled by any foreign government or other person. We are not aware of any arrangements that would result in a change of control of our company.
7.B. Related Party Transactions
Other than as disclosed below, for the year ended April 30, 2013 and the period from May 1, 2012 to the date of this annual report, we have not entered into any transactions or loans between us and any: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, us; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of us that gives them significant influence over us, and close members of any such individuals' family; (d) key management personnel and close members of such individuals' families; or (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.
|
|
During the year ended April 30, 2013, the Company had the following transactions with related parties:
|
|
·
|
In January 2010, the Company entered into a contract with a management company (which was amended on October 1, 2010) with a director and officer (Mark Morabito) in common, whereby the management company will provide shared office and payroll services to the Company. During the year ended April 30, 2013, the Company incurred administrative/office costs of $1,234,170 included in office and administration, wages and salaries, rent, travel, consulting, and investor relations to this management company for such services. In addition, the Company incurred key management personnel wages and salaries of $141,586 provided by the management company. At April 30, 2013, $319,312 was still owing to this company included in due to related parties, and deposits on hand with this company of $Nil were included in prepaid expenses.
|
|
·
|
Management fees include $150,000 of fees paid or accrued to a private company owned by a director and officer (Mark Morabito) of the Company, of which $48,522 was still owing at April 30, 2013.
|
|
·
|
During the year ended April 30, 2013, the amount of $271,423 was paid to a private company owned by a former officer (Mark Ludwig) of the Company included in consulting expense and wages and salaries, of which $Nil was still owing at April 30, 2013.
|
|
·
|
During the year ended April 30, 2013, the amount of $131,673 was paid to a private company owned by a former officer (Horace (Bevo) Beaven) included in investor relations expenses, of which $Nil was still owing at April 30, 2013.
|
|
·
|
During the year ended April 30, 2013, the amount of $201,493 was paid to a private company owned by a former officer (Tom Bell) included in consulting expense, wages and salaries, project development costs and exploration and evaluation expenses, of which $Nil was still owing at April 30, 2013.
|
|
·
|
During the year ended April 30, 2013, the Company incurred non-executive directors’ (Chris Collingwood, Derrick Gill, Jay Sujir, Chris Healey and Stewart Wallis) fees of $31,125, of which $Nil was still owing at April 30, 2013.
|
|
The amounts due to the related parties are non-interest bearing, with no fixed terms of repayment. The fair values of the amounts due to the related parties cannot be determined as there are no specific terms of repayment.
|
7.C. Interests of Experts and Counsel
Not applicable
|
ITEM 8.
|
FINANCIAL INFORMATION
|
8.A. Consolidated Statements and Other Financial Information
Financial Statements
Our financial statements are stated in Canadian Dollars and are prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the Company on May 1, 2011, the application of which conforms in all material respects for the fiscal years presented with United States GAAP,
See our audited financial statements for the fiscal years ended April 30, 2013 and April 30, 2012 included under Item 18 of this annual report.
Dividend Policy
We have not declared or paid any cash dividends on our capital stock. We do not currently expect to pay cash dividends in the foreseeable future as we anticipate that all available funds will be invested to finance the growth of our business. The Board of Directors will determine if and when dividends should be declared and paid in the future based upon our financial position at the relevant time.
Legal/Arbitration Proceedings
Litigation with Expedition Mining Inc. (formally known as Universal Uranium Ltd.)
In April 2009, Crosshair commenced an action in British Columbia Supreme Court against Expedition alleging that Expedition had knowledge of trades that artificially inflated the market price of shares of Expedition at the time that Crosshair agreed to purchase property and securities of Expedition. The action relates to certain agreements Crosshair entered into with Expedition to acquire all of Expedition’s interest in its project in the Central Mineral Belt of Labrador and to purchase securities of Expedition by way of a private placement.
On April 29, 2010, the Company entered into a definitive agreement with Expedition to settle all outstanding litigation between Crosshair and Expedition.
The settlement agreement requires Crosshair and Expedition to file a consent dismissal order dismissing both the Crosshair claim and the Expedition counterclaim. Neither company paid any funds to the other pursuant to the terms of settlement.
Crosshair has also entered into a voting trust agreement (the “2010 Voting Trust Agreement”). Pursuant to the 2010 Voting Trust Agreement, Crosshair will either abstain from voting its shares in Expedition or vote those shares in favour of Expedition management’s proposals for a period of thirty-six months. As of April 30, 2011, Crosshair held 2,222,222 Expedition shares.
As per the original voting trust agreement between Crosshair and Expedition signed on July 30, 2008 (the “2008 Voting Trust Agreement”), Expedition was also required to either abstain from voting its shares in Crosshair or vote those shares in favour of Crosshair management’s proposals. As of April 30, 2011, Expedition held 1,875,000 Crosshair warrants.
Pursuant to the settlement, beginning April 2010 and for the following twelve months, both Crosshair and Expedition were required to report on a monthly basis to the other in writing advising of the number of shares in the other they have purchased or sold in the preceding month. In the case of a breach of these requirements the 2010 Voting Trust Agreement becomes null and void. Since Expedition complied with the terms of the settlement the Voting Trust Agreement remains in full force until July 30, 2013.
8.B. Significant Changes
Since April 30, 2013, the date of our most recent financial statements, no significant changes have occurred.
|
ITEM 9.
|
THE OFFER AND LISTING
|
9.A. Offer and Listing Details
The following table lists the high and low prices for our common shares on the Toronto Stock Exchange for the last six months, fiscal quarters for the last two completed fiscal years, and the last five fiscal year ends. Our common shares have traded on the Toronto Stock Exchange since May 12, 2008 and were traded on the TSX Venture Exchange before that date.
|
Period
|
|
High
|
|
Low
|
|
July 1-19, 2013
|
|
$0.035
|
|
$0.02
|
|
Month ended June 30, 2013
|
|
$0.08
|
|
$0.025
|
|
Month ended May 31, 2013
|
|
$0.08
|
|
$0.055
|
|
Month ended April 30, 2013
|
|
$0.10
|
|
$0.05
|
|
Month ended March 31, 2013
|
|
$0.13
|
|
$0.10
|
|
Month ended February 28, 2013
|
|
$0.18
|
|
$0.115
|
|
Month ended January 31, 2013
|
|
$0.185
|
|
$0.105
|
|
|
|
|
|
|
|
Fiscal quarter ended April 30, 2013
|
|
$0.18
|
|
$0.05
|
|
Fiscal quarter ended January 31, 2013
|
|
$0.185
|
|
$0.10
|
|
Fiscal quarter ended October 31, 2012
|
|
$0.24
|
|
$0.12
|
|
Fiscal quarter ended July 31, 2012
|
|
$0.45
|
|
$0.175
|
|
Fiscal quarter ended April 30, 2012
|
|
$0.69
|
|
$0.37
|
|
Fiscal quarter ended January 31, 2012
|
|
$0.55
|
|
$0.35
|
|
Fiscal quarter ended October 31, 2011
|
|
$0.79
|
|
$0.36
|
|
Fiscal quarter ended July 31, 2011
|
|
$0.99
|
|
$0.62
|
|
|
|
|
|
|
|
Fiscal year ended April 30, 2013
|
|
$0.45
|
|
$0.05
|
|
Fiscal year ended April 30, 2012
|
|
$0.99
|
|
$0.35
|
|
Fiscal year ended April 30, 2011
|
|
$2.80
|
|
$0.42
|
|
Fiscal year ended April 30, 2010
|
|
$1.44
|
|
$0.68
|
|
Fiscal year ended April 30, 2009
|
|
$3.96
|
|
$0.40
|
Our common shares began trading on the American Stock Exchange (now NYSE MKT) on May 7, 2007. Effective July 1, 2013, our common shares were voluntarily delisted from NYSE MKT and transferred to the OTCQB The following table lists the high and low prices for our common shares on NYSE MKT for the last six months, fiscal quarters for the last two completed fiscal years, and the last five fiscal years. For the period July 1-19, 2013, the high and low prices indicated are for our common shares on OTCQB:
|
Period
|
|
High
|
|
Low
|
|
July 1 - 19, 2013
|
|
$0.04
|
|
$0.02
|
|
Month ended June 30, 2013
|
|
$0.08
|
|
$0.02
|
|
Month ended May 31, 2013
|
|
$0.08
|
|
$0.05
|
|
Month ended April 30, 2013
|
|
$0.10
|
|
$0.05
|
|
Month ended March 31, 2013
|
|
$0.13
|
|
$0.10
|
|
Month ended February 28, 2013
|
|
$0.17
|
|
$0.12
|
|
Month ended January 31, 2013
|
|
$0.19
|
|
$0.11
|
|
|
|
|
|
|
|
Fiscal quarter ended April 30, 2013
|
|
$0.17
|
|
$0.05
|
|
Fiscal quarter ended January 31, 2013
|
|
$0.19
|
|
$0.10
|
|
Fiscal quarter ended October 31, 2012
|
|
$0.22
|
|
$0.12
|
|
Fiscal quarter ended July 31, 2012
|
|
$0.46
|
|
$0.17
|
|
Fiscal quarter ended April 30, 2012
|
|
$0.69
|
|
$0.3811
|
|
Fiscal quarter ended January 31, 2012
|
|
$0.54
|
|
$0.341
|
|
Fiscal quarter ended October 31, 2011
|
|
$0.8203
|
|
$0.33
|
|
Fiscal quarter ended July 31, 2011
|
|
$1.01
|
|
$0.63
|
|
|
|
|
|
|
|
Fiscal Year ended April 30, 2013
|
|
$0.46
|
|
$0.05
|
|
Fiscal Year ended April 30, 2012
|
|
$0.95
|
|
$0.33
|
|
Fiscal Year ended April 30, 2011
|
|
$2.81
|
|
$0.40
|
|
Fiscal Year ended April 30, 2010
|
|
$1.28
|
|
$0.56
|
|
Fiscal Year ended April 30, 2009
|
|
$3.52
|
|
$0.28
|
9.B. Plan of Distribution
Not applicable
9.C. Markets
Our common shares are listed on the Toronto Stock Exchange under the trading symbol “CXX”. Our common shares also trade on OTCQB under the trading symbol “CRHRF”. There are currently no restrictions on the transferability of these shares under Canadian securities laws.
9.D. Selling Shareholders
Not applicable
9.E. Dilution
Not applicable
9.F. Expenses of the Issue
Not applicable
|
ITEM 10.
|
ADDITIONAL INFORMATION
|
10.A. Share Capital
Not applicable
10.B. Memorandum and Articles of Association
This information is incorporated by reference to our Form 20-F Registration Statement, “Item 10. Additional Information—Memorandum and Articles of Association” as filed on April 25, 2006.
10.C. Material Contracts
We have entered into the following material contracts during the two years immediately preceding the date of this annual report and which are currently in effect:
|
1.
|
On December 5, 2011, we entered into a co-ownership agreement (the “Moran Lake Co-Ownership Agreement”) with Lewis Murphy which agreement amends, clarifies, confirms and replaces the contractual relationship created between the parties further to the Original Moran Lake Agreement, the Amended and Restated Moran Lake and the Letter Agreement with respect to the CMB Property in Newfoundland and Labrador. See Item 4.D. Property, Plant and Equipment –Labrador – Central Mineral Belt. The Moran Lake Co-Ownership Agreement is referenced as Exhibit 4.24.
|
|
2.
|
On February 27, 2012, we entered into a Warrant Indenture with Computershare pursuant to which Computershare agreed to act as Warrant Agent with respect to the HD Warrants described in paragraph 12 above, and 2,241,200 flow-through warrants (“FT Warrants”) issued to accredited investors in Canada pursuant to a private placement of flow-through units (“FT Units”) for gross proceeds of $2,241,200. Each FT Unit comprised one flow-through common share and one-half of one FT Warrant, with each FT Warrant exercisable to acquire one non flow-through common share at an exercise price of $0.70 for a period of 24 months following closing of the flow-through private placement. The Warrant Indenture is referenced as Exhibit 4.25 hereto.
|
10.D. Exchange Controls
Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of our securities, except as discussed in “10.E. Taxation” below.
There are no limitations under the laws of Canada or in our organizing documents on the right of foreigners to hold or vote our securities, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "
control
" of us by a "
non-Canadian
". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of our company. "
Non-Canadian
"
generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.
10.E. Taxation
Certain Canadian Federal Income Tax Consequences
The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of our common stock for a shareholder who at all relevant times, for the purposes of the
Income Tax Act
(Canada) (the “
Canadian Tax Act
”) and
the Canada-United States Tax Convention
(1980), as amended (the "Convention") (i) is not resident or deemed to be resident in Canada nor has not been or deemed to have been a resident in Canada, but is a resident of the U.S., (ii) is a "qualifying person" for the purposes of the Convention, (iii) deals at arm's length and is not affiliated with us, and (iv) will acquire and hold our common shares as capital property for the purposes of the
Canadian Tax Act
. Generally, our common shares will be considered to be capital property to the shareholder provided the shareholder does not hold the common shares in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.
This summary does not apply to a shareholder who uses or holds, or is deemed to use or hold, its shares in our Company in connection with carrying on a business in Canada, or to a shareholder that is either an insurer carrying on business in Canada and elsewhere or an “authorized foreign bank” as defined in the
Canadian Tax Act
. This summary is based on the current provisions of the
Canadian Tax Act
, the regulations thereunder in force as of the date hereof (the “Regulations”), all proposals to amend the
Canadian Tax Act
or the Regulations publicly announced by the federal Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and an understanding of the current published administrative practices of the Canada Revenue Agency.
This summary is not exhaustive of all Canadian federal income tax considerations applicable to a shareholder of our company and, except for the Tax Proposals, this summary does not take into account or anticipate any changes in the
Canadian Tax Act
, the Regulations or the administrative or assessing policies of the Canada Revenue Agency, whether by legislative, governmental or judicial decisions or action, nor does this summary take into account provincial, territorial or other foreign tax legislation or considerations, which may differ significantly from those discussed herein. There can be no assurance that the Tax Proposals will be enacted in the form proposed, or at all.
This summary is of a general nature only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular shareholder. The tax consequences to any particular shareholder will depend on a variety of factors including the shareholder’s own particular circumstances. Therefore, all shareholders should consult their own tax advisors with respect to their own particular circumstances.
The provisions of the
Canadian Tax Act
are subject to income tax treaties to which Canada is a party, including the Convention.
Dividends on Common Shares
Under the
Canadian Tax Act
, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25% on dividends paid (including dividends deemed to have been paid) or credited to him or her by a corporation resident in Canada. We are responsible for withholding this tax at the source. The Convention generally limits the rate of withholding tax on dividends to 15% of the gross amount of such dividends paid to shareholders or, if the shareholder is a company that beneficially owns at least 10% of the voting stock of the payor corporation, 5% of the gross amount of the dividends.
The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and is exempt from income tax under the laws of the U.S.
Dispositions of Common Shares
Under the
Canadian Tax Act
, a taxpayer’s capital gain or capital loss from a disposition of a share of our common shares is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. One half of capital gains net of one half of any capital losses are included in income. The amount by which a shareholder’s capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.
Under the
Canadian Tax Act
, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of “taxable Canadian property.” Shares of our common stock will constitute taxable Canadian property of a shareholder at a particular time the common shares listed on a “designated stock exchange” (which includes the TSX and NYSE MKT) and if at any time in the five years immediately preceding the disposition (i) 25% or more of the issued shares of any class or series in our capital stock were owned by a shareholder, persons with whom the shareholder did not deal at arm's length or the shareholder together with all such persons and (ii) more than 50% of the fair market value of the common shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, Canadian resource properties, timber resource properties or options in respect of, or interests in, or for civil law rights in, such properties. Common shares used in carrying on business in Canada and acquired in certain circumstances will also constitute taxable Canadian property.
The Convention generally relieves U.S. residents who qualify for benefit thereunder from liability for Canadian tax on capital gains derived on a disposition of shares unless the value of the shares is derived principally from real property situated in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production.
Shareholders should consult their own advisors with respect to the application of the Convention.
Material U.S. Federal Income Tax Consequences
U.S. Federal Income Tax Consequences
The following is a discussion of material U.S. federal income tax consequences generally applicable to a U.S. Holder (as hereinafter defined) of our common shares under current law. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. Accordingly, holders and prospective holders of our common shares are urged to consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of our common shares, based upon their individual circumstances.
The following discussion is based upon the Code, Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.
U.S. Holders
As used in this annual report, a “
U.S. Holder
” means a holder of our common shares who is a citizen or individual resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof or an entity created or organized in or under the laws of the United States or of any
political subdivision thereof which has elected to be treated as a corporation for U.S. federal income tax purposes (under Treasury Regulation Section 301.7701-3), an estate whose income is taxable in the U.S. irrespective of source or a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and the term U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “
functional currency
” other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets, within the meaning of Section 1221 of the Code, and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of our total outstanding stock. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary does not address special rules applicable to U.S. persons (as defined in Section 7701(a)(30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.
Distributions on Our Common Shares
Subject to the PFIC and CFC rules discussed below, in general U.S. Holders receiving dividend distributions (including constructive dividends) with respect to our common shares are required to include in gross income for U.S. federal income tax purposes the gross amount of such distributions (without reduction of any Canadian income or other tax withheld from such distributions), equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that we have current or accumulated earnings and profits. To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to the U.S. Holder’s adjusted tax basis in the common shares and thereafter as gain from the sale or exchange of property. Any Canadian or other non-U.S. tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions (See more detailed discussion at “
Foreign Tax Credit
” below). If we are not a PFIC, dividends received from us by a non-corporate U.S. Holder during taxable years beginning before January 1, 2013, generally will be taxed at a maximum rate of 15% provided that such U.S. Holder has held the shares for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date and that certain other conditions are met (“qualified dividend income”). For this purpose, dividends will include any distribution paid by us with respect to our common shares but only to the extent such distribution is not in excess of our current and accumulated earnings and profits, as determined under U.S. Federal income tax principles.
Qualified dividend income
” generally includes dividends paid on stock in U.S. corporations as well as dividends paid on stock in certain non-U.S. corporations that are not classified as PFICs if, among other things, (i) the shares of the non-U.S. corporation (including ADRs backed by such shares) are readily tradable on an established securities market in the U.S., or (ii) the non-U.S. corporation is eligible with respect to substantially all of its income for the benefits of a comprehensive income tax treaty with the U.S. which contains an exchange of information program. We currently anticipate that if we were to pay any dividends with respect to our shares when we have current or accumulated earnings and profits and if we are not a PFIC for such tax year, then to the extent of such earnings and profits the dividends should constitute “
qualified dividend income
” for U.S. federal income tax purposes and that non-corporate U.S. Holders should be entitled to the reduced rates of tax, as applicable.
In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.
Dividends paid on our common shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.
Disposition of Our Common Shares
Subject to the PFIC and CFC rules described below in general U.S. Holders will recognize gain or loss upon the sale of our common shares equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s adjusted tax basis in our common shares. Subject to the PFIC and CFC rules described below, preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts. In general, gain or loss on the sale of our common shares will be long-term capital gain or loss if our common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations.
Passive Foreign Investment Company
We have not determined whether we meet the definition of a PFIC, within the meaning of Sections 1291 through 1298 of the Code, for the current tax year or for any prior tax year. We may or may not be classified as a PFIC in subsequent years due to changes in our assets and business operations. A U.S. Holder who holds stock in a non-U.S. corporation during any year in which such corporation qualifies as a PFIC is subject to numerous special U.S. federal income taxation rules. The following is a general discussion of these special rules as they apply to U.S. Holders of our common shares.
Section 1297 of the Code defines a PFIC as a corporation that is not formed in the U.S. if, for any taxable year, either (i) 75% or more of its gross income is “
passive income
,” which includes interest, dividends and certain rents and royalties or (ii) the average percentage, of its assets that produce or are held for the production of passive income is 50% or more. The IRS has indicated in published positions that it considers working capital and cash held in reserve to be passive assets that produce passive income.
U.S. Holders owning shares of a PFIC are subject to a special tax and to an interest charge based on the value of deferral of U.S. tax attributable to undistributed earnings of a PFIC for the period during which the shares of the PFIC are owned. This special tax would apply to any gain realized on the disposition of shares of a PFIC. In addition, the gain is subject to U.S. federal income tax as ordinary income and taxed at top marginal rates, rather than as capital gain income. The special tax would also apply on receipt of “excess distributions” (any distributions received in the current year that are in excess of 125% of the average distributions received during the 3 preceding years or, if shorter, the shareholder’s holding period). However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund (“QEF”) with respect to such shareholder’s interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFIC’s ordinary earnings and any net capital gain regardless of whether such income or gain was actually distributed. Special rules apply to U.S. Holders who own their interests in a PFIC through intermediate entities or persons. Generally, however, a QEF Election is not effective unless shareholders have sufficient information to determine their proportionate share of a corporation’s net capital gain and ordinary earnings and to comply with certain other requirements. We have not calculated these amounts for any shareholder, and do not anticipate making these calculations in the foreseeable future or providing information required under the QEF rules.
Therefore, U.S. Holders of our common shares should consult their own financial advisor, legal counsel or accountant regarding the QEF election before making this election.
U.S. Holders who hold, actually or constructively, marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such U.S. Holder will not be subject to the PFIC special taxation rules described above for the taxable years for which the mark-to-market election is made. A U.S. Holder who makes such an election will include in income for the taxable year an amount equal to the excess, if any, of the fair market value of our common shares as of the close of such tax year over such U.S. Holder’s adjusted tax basis in such shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in the shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the mark-to-market gains
included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior year but for the special PFIC rules discussed above with respect to a U.S. Holder who has not made a timely QEF election during the year in which he holds (or is deemed to have held) our common shares and the Company is a PFIC, over (B) the mark-to-market losses that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in our common shares will be increased or decreased to reflect the amount included or deducted as a result of the mark-to-market election. A mark-to-market election will apply to the tax year for which the election is made and to all later tax years, unless the PFIC stock ceases to be marketable or the IRS consents to the revocation of the election.
The IRS has issued proposed regulations that, subject to certain exceptions, would impose U.S. federal income tax on certain transfers of PFIC stock by a U.S. Holder that are generally not otherwise subject to income tax, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis will depend on the manner of the transfer. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred.
The PFIC rules are very complex and fact-specific. U.S. Holders should consult a tax advisor regarding the potential application of the PFIC rules to his, her or its specific situation.
Controlled Foreign Corporation
If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of our common shares is owned, actually or constructively, by citizens or residents of the United States, U.S. domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), each of which owns, actually or constructively, 10% or more of our total combined voting power of all classes of shares entitled to vote (“U.S. Shareholder”), we would be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code. This classification would result in numerous complexities and potentially adverse U.S. tax consequences for a U.S. Holder, one of which is the inclusion by the U.S. shareholders of certain income of a CFC which is subject to current U.S. tax. Such U.S. Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income (regardless of whether we make an actual distribution) and are also subject to current U.S. tax on their pro rata shares of increases in the CFC’s earnings invested in U.S. property. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. We do not believe that we currently are classified as a CFC. However, there can be no assurance that we will not be considered a CFC for the current or any future taxable year.
Foreign Tax Credit.
A U.S. Holder who pays (or has withheld from distributions) Canadian or other foreign income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for U.S. federal income tax purposes with respect to such foreign tax paid or withheld. There are significant and complex limitations that apply to the foreign tax credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s U.S. income tax liability that the U.S. Holder’s "foreign source" income bears to his, her or its worldwide taxable income. In applying this limitation, the various items of income and deduction must be classified as either "foreign source" or "U.S. source." Complex rules govern this classification process.
In addition, U.S. Holders that are corporations and that own 10% or more of our voting stock may be entitled to an "indirect" foreign tax credit under Section 902 of the Code with respect to the payment of dividends by us under certain circumstances, subject to complex rules and limitations.
The availability of the foreign tax credit and the application of the limitations with respect to the foreign tax credit are fact-specific, and each U.S. Holder of our common shares should consult his, her or its own financial advisor, legal counsel or accountant regarding the foreign tax credit rules.
Information Reporting; Backup Withholding.
Certain information reporting and backup withholding rules may apply with respect to certain payments related to our common shares. In particular, a payor or middleman within the U.S., or in certain cases outside the U.S., will be required to undertake backup withholding at a current rate of 28% (which rate is scheduled for periodic adjustment) of any payments to a U.S. Holder by the Company, if a U.S. Holder fails to furnish its correct taxpayer identification number (generally on Form W-9) or otherwise fails to comply with, or establish an exemption from, the backup withholding tax requirements. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.
U.S. U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the information reporting and backup withholding rules applicable to our common shares.
Recent Legislative Developments
Recent U.S. legislation requires certain U.S. Holders that are individuals, estates or trusts to pay up to an additional 3.8% tax on, among other things, dividends and capital gains for taxable years beginning after December 31, 2012. In addition, the Company may require U.S. Holders to provide certain tax and reporting information necessary for the Company to comply with new IRS reporting obligations. If a U.S. Holder does not provide such information, the U.S. Holder will generally be subject to U.S. withholding tax on payments made by the Company after January 1, 2013 in accordance with this new legislation.
10.F. Dividends and Paying Agents
Not applicable
10.G. Statement by Experts
Not applicable
10.H. Documents on Display
Material contracts and publicly available corporate records may be viewed at our registered and records office located at Suite 1240, 1140 West Pender Street, Vancouver, British Columbia.
We are a reporting company under the Exchange Act and a “
foreign private issuer
” as defined in the Exchange Act. A foreign private issuer is exempt from the provisions of the Exchange Act which prescribe the furnishing and content of proxy statements to shareholders and relating to short swing profits reporting and liability. Readers may review a copy of our filings with the SEC, including exhibits and schedules filed with it, at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street N.E., Washington, D.C. 20549. Copies of such material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. Information may be obtained regarding the Washington D.C. Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330 or by contacting the Securities and Exchange Commission over the Internet at its website at
http://www.sec.gov
.
|
ITEM 11.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Currency Exchange Rate Sensitivity
The results of our operations are subject to currency translation risk and currency transaction risk. Regarding currency translation risk, our operating results and financial position are reported in Canadian dollars in our consolidated financial statements. We incur certain costs in US dollars. The fluctuation of the US dollar in relation to the Canadian dollar will therefore have an impact upon our profitability and may also affect the value of our assets and the amount of shareholders’ equity.
In regards to transaction risk, our functional currency is the Canadian dollar and our activities are predominantly executed using the Canadian dollar. We incur a relatively small portion of our expenses in U.S. dollars. To date, we have completed all of our equity financing in Canadian dollars. We have not entered into any agreements or purchased any instruments to hedge any possible currency risks at this time due to the small amount of exposure.
Interest Rate Sensitivity
We currently have no short term or long term debt requiring interest payments. As a result, we have not entered into any agreement or purchased any instrument to hedge against possible interest rate risks at this time.
Commodity Price Sensitivity
Our future revenue and profitability will be dependent, to a significant extent, upon prevailing spot market prices for metals. In the past metal prices have been volatile. Prices are subject to wide fluctuations in response to changes in supply of and demand for metals, market uncertainty and a variety of additional factors that are beyond our control. Our mineral properties are in the exploration phase and accordingly we are not generating any operating revenues and are therefore not subject to any short term volatility in the prices of metals. As we are in the exploration phase, the above factors have had no material impact on operations or income. We have not entered into any futures or forward contracts.
|
ITEM 12.
|
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
Not applicable
|
ITEM 13.
|
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
Not applicable
|
ITEM 14.
|
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
Not applicable
|
ITEM 15.
|
CONTROLS AND PROCEDURES
|
Disclosure Controls and Procedures
At the end of the period covered by this report, an evaluation of the effectiveness of the design and operations of our “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) of the Exchange Act) was carried out by our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial officer have concluded as of the end of the period covered by this report that the design and operation of our disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.
Notwithstanding the foregoing, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that our disclosure controls and procedures will detect or uncover every situation involving the failure of persons within our company and our subsidiaries to disclose material information otherwise required to be set forth in our periodic reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objective of ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is communicated to management to allow timely decisions regarding required disclosure.
Management Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Management conducted an evaluation of the effectiveness of company level internal controls over financial reporting on a risk based approach using elements of the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on management’s assessment and those criteria, management believes that the internal control over financial reporting as of April 30, 2013 was effective.
Management’s internal control report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report.
Changes in Internal Control Over Financial Reporting
Other than those described elsewhere in this Form 20-F, there was no change in our internal control over financial reporting that occurred during our most recently completed fiscal year ended April 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Nor were there any significant deficiencies or material weaknesses in our internal controls requiring corrective actions.
|
ITEM 16A.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
Our Board of Directors has determined that Derrick Gill, a member of the Company’s Audit Committee, qualifies as an “
audit committee financial expert
” as defined in Item 16A(b) of Form 20-F. Mr. Gill’s relevant education and experience is disclosed above in Items 6A and 6C above. The Company’s Board of Directors has determined that Mr. Gill is an independent director in accordance with the requirements of applicable Canadian securities laws.
We have adopted a code of ethics that applies to our chief executive officer, the chief financial officer, and other members of senior management. As adopted, the Code of Ethics sets forth standards that are designed to prevent wrongdoing and to promote:
|
·
|
honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
|
·
|
full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us;
|
|
·
|
compliance with applicable governmental laws, rules and regulations;
|
|
·
|
protection of and respect for the confidentiality of information acquired in the course of work;
|
|
·
|
responsible use of and control over assets and resources;
|
|
·
|
the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and
|
|
·
|
accountability for adherence to the Code of Ethics.
|
|
ITEM 16C.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Our Board of Directors appointed Davidson & Company as independent auditors to audit our financial statements for the fiscal year ended April 30, 2012. The aggregate fees billed for professional services rendered by the aforementioned independent auditor in their capacity as our principal accountant during the last fiscal year is set forth below. Our Audit Committee pre-approved all of the following amounts billed to us prior to incurring the expenses associated therewith.
|
Financial Year Ending
|
Audit Fees
1
|
Audit Related Fees
2
|
Tax Fees
3
|
All Other Fees
4
|
|
2013/04/30
|
$56,100
|
$23,460
|
$20,500
|
$Nil
|
|
2012/04/30
|
$49,000
|
$31,590
|
$6,250
|
$Nil
|
1
The aggregate fees billed for professional services rendered by our principal accountants for the audit of our annual financial statements and other fees that are normally provided by our principal accountant in connection with our audits.
2
The aggregate fees billed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements.
3
The aggregate fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.
4
Other fees billed by our principal accountant included general review of certain company documentation, such as our Form 20-F registration filing.
Pre-Approval Policies and Procedures:
All services to be performed by our auditor must be approved in advance by the Audit Committee. The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the auditors’ independence and has adopted a policy governing the provision of these services. This policy requires the pre-approval by the Audit Committee of all audit and non-audit services provided by the external auditor, other than any
de minimis
non-audit services allowed by applicable law or regulation.
Pre-approval from the Audit Committee can be sought for planned engagements based on budgeted or committed fees. No further approval is required to pay pre-approved fees. Additional pre-approval is required for any increase in scope or in final fees.
Of the total aggregate fees paid by the Company to its accountants during the fiscal year ended April 30, 2012, $nil, or 0% of the aggregate fees, were approved by the Audit Committee pursuant to the
de minimis
exception provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
|
ITEM 16D.
|
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
Not applicable
|
ITEM 16E.
|
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
Not applicable
|
ITEM 16F.
|
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
Not applicable
|
ITEM 16G.
|
CORPORATE GOVERNANCE
|
Not applicable.
|
ITEM 17.
|
FINANCIAL STATEMENTS
|
See “Item 18 – Financial Statements”.
ITEM 18.
FINANCIAL STATEMENTS
Our financial statements are stated in Canadian Dollars and are prepared in accordance with International Financial Reporting Standards (“IFRS”), the application of which, in our case, conforms in all material respects for the periods presented with United States GAAP.
Auditors’ Report dated July 24, 2013
Consolidated Statements of Financial Position at April 30, 2013 and 2012
Consolidated Statements of Operations and Comprehensive Loss for the years ended
April 30, 2013 and 2012
Consolidated Statements of Cash Flows for the years ended
April 30, 2013 and 2012
Consolidated Statements of Changes in Equity for the years ended
April 30, 2013 and 2012
Notes to the Consolidated Financial Statements for the year ended
April 30, 2013
CROSSHAIR ENERGY CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED APRIL 30, 2013
(Expressed in Canadian Dollars)
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Crosshair Energy Corporation
We have audited the accompanying consolidated financial statements of Crosshair Energy Corporation, which comprise the consolidated statements of financial position as at April 30, 2013 and 2012, and the consolidated statements of operations and comprehensive loss, cash flows and changes in equity for the years then ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and with the standards of the Public Company Accounting Oversight Board (United States), and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
Opinion
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Crosshair Energy Corporation as at April 30, 2013 and 2012 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that Crosshair Energy Corporation has a deficit of $103,025,910 and no current operating income or cash flows. These conditions, along with other matters set forth in Note 1, indicate the existence of material uncertainties that raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
“DAVIDSON & COMPANY LLP”
|
Vancouver, Canada
|
Chartered Accountants
|
|
|
|
|
July 24, 2013
|
|
|
|
CROSSHAIR ENERGY CORPORATION
|
|
|
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
(Expressed in Canadian Dollars)
|
|
|
2013
|
|
|
2012
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
596,450
|
|
|
$
|
5,446,298
|
|
|
Marketable securities (Note 4)
|
|
|
85,737
|
|
|
|
258,742
|
|
|
Receivables
|
|
|
20,830
|
|
|
|
101,261
|
|
|
Prepaid expenses
|
|
|
83,968
|
|
|
|
99,260
|
|
|
|
|
|
786,985
|
|
|
|
5,905,561
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclamation bonds
(Note 6)
|
|
|
64,452
|
|
|
|
356,959
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment
(Note 5)
|
|
|
113,770
|
|
|
|
142,618
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration and evaluation assets
(Note 6)
|
|
|
5,670,409
|
|
|
|
11,592,105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,635,616
|
|
|
$
|
17,997,243
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Payables and accrued liabilities
|
|
$
|
324,898
|
|
|
$
|
258,951
|
|
|
Due to related parties (Note 11)
|
|
|
367,834
|
|
|
|
179,649
|
|
|
|
|
|
692,732
|
|
|
|
438,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future reclamation provisions
(Note 7)
|
|
|
37,161
|
|
|
|
130,030
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liability
(Note 8)
|
|
|
-
|
|
|
|
428,712
|
|
|
|
|
|
729,893
|
|
|
|
997,342
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Capital stock (Note 9)
|
|
|
87,411,032
|
|
|
|
87,457,513
|
|
|
Reserves
|
|
|
21,520,601
|
|
|
|
20,894,237
|
|
|
Deficit
|
|
|
(103,025,910
|
)
|
|
|
(91,351,849
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,905,723
|
|
|
|
16,999,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,635,616
|
|
|
$
|
17,997,243
|
|
Nature of Operations and Going Concern (Note 1)
Subsequent events (Note 16)
Approved on July 24, 2013 on behalf of the Board of Directors:
|
“M”Derrick Gill”
|
Director
|
“Chris Collingwood”
|
Director
|
|
Derrick Gill
|
|
Chris Collingwood
|
|
The accompanying notes are an integral part of these consolidated financial statements.
CROSSHAIR ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED APRIL 30,
(Expressed in Canadian Dollars)
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
Audit and accounting
|
|
$
|
124,087
|
|
|
$
|
93,554
|
|
|
Consulting
|
|
|
308,570
|
|
|
|
612,972
|
|
|
Depreciation (Note 5)
|
|
|
26,338
|
|
|
|
32,515
|
|
|
Director fees
|
|
|
39,467
|
|
|
|
78,756
|
|
|
Exploration and evaluation (Note 6)
|
|
|
2,835,066
|
|
|
|
6,630,464
|
|
|
Insurance
|
|
|
51,415
|
|
|
|
53,663
|
|
|
Interest (Note 7)
|
|
|
10,402
|
|
|
|
61,108
|
|
|
Investor relations
|
|
|
180,786
|
|
|
|
382,206
|
|
|
Legal
|
|
|
35,950
|
|
|
|
58,692
|
|
|
Management fees
|
|
|
411,368
|
|
|
|
498,890
|
|
|
Office and administration
|
|
|
167,188
|
|
|
|
293,315
|
|
|
Project development costs
|
|
|
66,471
|
|
|
|
-
|
|
|
Rent
|
|
|
123,066
|
|
|
|
120,897
|
|
|
Share-based compensation (Note 9)
|
|
|
626,364
|
|
|
|
1,974,611
|
|
|
Transfer agent and filing fees
|
|
|
109,625
|
|
|
|
178,735
|
|
|
Travel
|
|
|
48,547
|
|
|
|
125,089
|
|
|
Wages and salaries
|
|
|
705,024
|
|
|
|
556,467
|
|
|
|
|
|
(5,869,734
|
)
|
|
|
(11,751,934
|
)
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ITEMS
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
|
22,158
|
|
|
|
68,129
|
|
|
Gain (loss) on foreign exchange
|
|
|
465
|
|
|
|
(78,840
|
)
|
|
Gain (loss) on asset disposition
|
|
|
(39,416
|
)
|
|
|
1,898
|
|
|
Other income - flow through premium (Note 8)
|
|
|
428,712
|
|
|
|
484,245
|
|
|
Unrealized loss on marketable securities (Note 4)
|
|
|
(173,005
|
)
|
|
|
(701,327
|
)
|
|
Impairment of exploration and evaluation assets (Note 6)
|
|
|
(6,043,241
|
)
|
|
|
-
|
|
|
|
|
|
(5,804,327
|
)
|
|
|
(225,895
|
)
|
|
Net loss and comprehensive loss for the year
|
|
$
|
(11,674,061
|
)
|
|
$
|
(11,977,829
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per common share
|
|
$
|
(0.18
|
)
|
|
$
|
(0.24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
65,782,178
|
|
|
|
50,377,698
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
CROSSHAIR ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30,
(Expressed in Canadian Dollars)
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Net loss for the year
|
|
$
|
(11,674,061
|
)
|
|
$
|
(11,977,829
|
)
|
|
Items not affecting cash:
|
|
|
|
|
|
|
|
|
|
Interest (Note 7)
|
|
|
10,402
|
|
|
|
61,108
|
|
|
Change in future reclamation estimates
|
|
|
-
|
|
|
|
(213,240
|
)
|
|
Depreciation (Note 5)
|
|
|
26,338
|
|
|
|
32,515
|
|
|
Other income – flow through premium (Note 8)
|
|
|
(428,712
|
)
|
|
|
(484,245
|
)
|
|
Share-based compensation
|
|
|
626,364
|
|
|
|
1,974,611
|
|
|
Unrealized loss–foreign exchange
|
|
|
-
|
|
|
|
78,840
|
|
|
Loss (gain) – asset disposition
|
|
|
39,416
|
|
|
|
(1,898
|
)
|
|
Unrealized loss – marketable securities (Note 4)
|
|
|
173,005
|
|
|
|
701,327
|
|
|
Impairment of exploration and evaluation assets (Note 6)
|
|
|
6,043,241
|
|
|
|
-
|
|
|
Non-cash working capital item changes
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
80,431
|
|
|
|
126,713
|
|
|
Due to related parties
|
|
|
188,185
|
|
|
|
107,242
|
|
|
Prepaid expenses
|
|
|
15,292
|
|
|
|
46,324
|
|
|
Payables and accrued liabilities
|
|
|
65,947
|
|
|
|
(100,500
|
)
|
|
Net cash used in operating activities
|
|
|
(4,834,152
|
)
|
|
|
(9,649,032
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Acquisition of exploration and evaluation assets
|
|
|
(224,816
|
)
|
|
|
(551,035
|
)
|
|
Acquisition of equipment
|
|
|
(45,554
|
)
|
|
|
-
|
|
|
Acquisition of marketable securities (Note 4)
|
|
|
-
|
|
|
|
(97,024
|
)
|
|
Proceeds from sale of equipment
|
|
|
8,648
|
|
|
|
8,599
|
|
|
Refund (purchase) of reclamation bonds
|
|
|
292,507
|
|
|
|
(339,396
|
)
|
|
Payment of provision
|
|
|
-
|
|
|
|
(400,000
|
)
|
|
Net cash provided by (used in) investing activities
|
|
|
30,785
|
|
|
|
(1,378,856
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Issuance of shares, net of costs
|
|
|
(46,481
|
)
|
|
|
6,542,601
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(46,481
|
)
|
|
|
6,542,601
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents during the year
|
|
|
(4,849,848
|
)
|
|
|
(4,485,287
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of year
|
|
|
5,446,298
|
|
|
|
9,931,585
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
596,450
|
|
|
$
|
5,446,298
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
556,070
|
|
|
$
|
945,814
|
|
|
Liquid short term investments
|
|
|
40,380
|
|
|
|
4,500,484
|
|
|
|
|
$
|
596,450
|
|
|
$
|
5,446,298
|
|
|
Cash (paid) received for
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
Supplemental disclosures with respect to cash flows (Note 10)
The accompanying notes are an integral part of these consolidated financial statements.
CROSSHAIR ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian Dollars)
|
|
Number of
Shares
|
Amount
|
Reserves
|
Deficit
|
Total
|
|
Balance, April 30, 2011
|
47,477,151
|
$ 81,021,668
|
$ 18,400,690
|
$ (79,374,020)
|
$ 20,048,338
|
|
Acquisition of exploration and evaluation assets
|
1,925,627
|
860,420
|
-
|
-
|
860,420
|
|
Flow-through private placement – February 2012
|
4,482,400
|
2,241,200
|
-
|
-
|
2,241,200
|
|
Flow-through share premium
|
-
|
(448,240)
|
-
|
-
|
(448,240)
|
|
Private placement – March 2012
|
11,897,000
|
4,758,800
|
-
|
-
|
4,758,800
|
|
Share issuance costs
|
-
|
(976,335)
|
518,936
|
-
|
(457,399)
|
|
Share-based compensation for the year
|
-
|
-
|
1,974,611
|
-
|
1,974,611
|
|
Loss for the year
|
-
|
-
|
-
|
(11,977,829)
|
(11,977,829)
|
|
Balance, April 30, 2012
|
65,782,178
|
87,457,513
|
20,894,237
|
(91,351,849)
|
16,999,901
|
|
Share issuance costs
|
-
|
(46,481)
|
-
|
-
|
(46,481)
|
|
Share-based compensation for the year
|
-
|
-
|
626,364
|
-
|
626,364
|
|
Loss for the year
|
-
|
-
|
-
|
(11,674,061)
|
(11,674,061)
|
|
Balance, April 30, 2013
|
65,782,178
|
$ 87,411,032
|
$ 21,520,601
|
$ (103,025,910)
|
$ 5,905,723
|
The accompanying notes are an integral part of these consolidated financial statements.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
Crosshair Energy Corporation (the "Company" or “Crosshair”) is an exploration stage company whose common shares were trading on the TSX and NYSE MKT as at April 30, 2013. Subsequent to year end, the Company voluntarily delisted its common shares from the NYSE MKT and its common shares were transferred to the OTC Markets Group’s OTCQB Marketplace (Note 16). The Company is in the business of acquiring, exploring and evaluating mineral resource properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. The Company
is incorporated under the laws of British Columbia. All of the Company’s resource properties are currently located in North America. The address of the Company’s registered office is #1240 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E 4G1.
The Company is in the process of exploring and evaluating its exploration and evaluation assets and has not yet determined whether the properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.
These consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) 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. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future.
These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.
As at April 30, 2013, the Company had working capital of $94,253 (April 30, 2012 – working capital of $5,466,961) and a deficit of $103,025,910 (April 30, 2012 - $91,351,849). At present the Company has no producing properties and consequently has no current operating income or cash flows. Without additional financing the Company will not be able to fund both its exploration programs and ongoing operations for the next 12 months. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. These uncertainties cast substantial doubt on the Company’s ability to continue as a going concern.
2. BASIS OF PRESENTATION
a) Significant accounting judgements and estimates
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, shareholders’ equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the years reported.
Critical Judgments
The preparation of these financial statements requires management to make judgments regarding the going concern of the Company, as previously discussed in Note 1, as well as the determination of functional currency. The functional currency is the currency of the primary economic environment in which an entity operates, and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries has been determined to be the Canadian dollar.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION
(continued)
a) Significant accounting judgements and estimates
(continued)
Key Sources of Estimation Uncertainty
Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and such differences could be significant.
Significant estimates made by management affecting the financial statements include:
Share-based payments
Estimating fair value for granted stock options and compensatory warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option or warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them. The value of the compensatory warrants issued during the year along with the assumptions and model used for estimating their fair value are disclosed in Note 9.
Deferred tax Assets & Liabilities
The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.
Recoverability of Exploration & Evaluation Assets
The Company is in the process of exploring and evaluating its exploration and evaluation assets and has not yet determined whether the properties contain mineral reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves and upon future production or proceeds from the disposition thereof.
Useful Life of Equipment
Equipment is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience, and take into consideration the anticipated physical life of the asset, the potential for technological obsolescence, and regulations.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION
(continued)
a) Significant accounting judgements and estimates
(continued)
Key Sources of Estimation Uncertainty
(continued)
Future Reclamation Provision
The Company assesses its provision for reclamation related to its exploration and evaluation activities at each reporting period or when new material information becomes available. Accounting for reclamation obligations requires management to make estimates of the future costs that will be incurred to complete the reclamation to comply with existing laws and regulations. Actual future costs that will be incurred may differ from those amounts estimated as a result of changes to environmental laws and regulations, timing of future cash flows, changes to future costs, technical advances, and other factors. In addition, the actual work required may prove to be more extensive than estimated because of unexpected geological or other technical factors. The measurement of the present value of the future obligation is dependent on selection of suitable discount rate and the estimate of future cash outflows. Changes to either of these estimates may materially affect the present value calculation of the obligation.
|
|
b) Approval of the financial statements
|
The consolidated financial statements of Crosshair Energy Corporation for the year ended April 30, 2013 were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on July 24, 2013.
These consolidated financial statements are presented in Canadian dollars which is the Company’s, and its subsidiaries, functional currency and have been prepared on a historical cost basis, except for certain financial instruments classified as financial instruments at fair value through profit and loss, and available-for-sale, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for certain cash flow information.
|
|
d) Statement of compliance
|
These consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Boards (“IASB”).
|
|
e) Basis of consolidation
|
These consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, Target Exploration and Mining Corp (“Target”), Crosshair Energy USA, Inc. (formerly 448018 Exploration Inc. (“Crosshair USA”), Gemini Metals Corp. (“Gemini”) as well as The Bootheel Project LLC (“BHP LLC”) in which the Company has a 81% interest. A wholly owned subsidiary is an entity in which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. All intercompany transactions and balances have been eliminated on consolidation.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION
(continued)
e) Basis of consolidation
(continued)
Details of the Company’s subsidiaries are as follows:
|
Name
|
Place of incorporation
|
Interest %
|
Principal activity
|
|
Target Exploration and Mining Corp.
|
British Columbia, Canada
|
100%
|
Exploration and evaluation of mineral properties
|
|
Crosshair Energy USA, Inc.
|
Nevada, United States
|
100%
|
Exploration and evaluation of mineral properties
|
|
Bootheel Project LLC
|
Colorado, United States
|
81%
|
Exploration and evaluation of mineral properties
|
|
Gemini Metals Corp.
|
British Columbia, Canada
|
100%
|
In-active subsidiary
|
3. SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents include cash, demand deposits and highly liquid interest bearing investments that are readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
Financial Instruments
All financial instruments are initially recognized at fair value on the statement of financial position. The Company has classified each financial instrument into one of the following categories: (1) financial assets or liabilities at fair value through profit or loss (“FVTPL”), (2) loans and receivables, (3) financial assets available-for-sale, (4) financial assets held-to maturity, and (5) other financial liabilities. Subsequent measurement of financial instruments is based on their classification.
Financial assets and liabilities at FVTPL are subsequently measured at fair value with changes in those fair values recognized in net earnings. Financial assets “available-for-sale” are subsequently measured at fair value with changes in fair value recognized in other comprehensive income (loss), net of tax.
Financial assets “held-to-maturity”, “loans and receivables”, and “other financial liabilities” are subsequently measured at amortized cost using the effective interest method. The Company’s financial assets and liabilities are recorded and measured as follows:
|
Asset or Liability
|
Category
|
Measurement
|
|
Cash and cash equivalents
|
FVTPL
|
Fair value
|
|
Marketable securities
|
FVTPL
|
Fair value
|
|
Receivables
|
Loans and receivables
|
Amortized cost
|
|
Reclamation bonds
|
Held to maturity
|
Amortized cost
|
|
Payables and accrued liabilities
|
Other liabilities
|
Amortized cost
|
|
Due to related parties
|
Other liabilities
|
Amortized cost
|
The Company determines the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument.
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
|
|
3. SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
|
|
Financial Instruments
(continued)
|
|
|
Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.
|
Level 3 – Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.
Cash and cash equivalents and marketable securities have been measured at fair value using Level 1 inputs.
Exploration and Evaluation Assets
Costs incurred before the Company has obtained the legal rights to explore an area are expensed. Costs to acquire exploration and evaluation assets are capitalized as incurred. Costs related to the exploration and evaluation of exploration and evaluation assets are expensed as incurred. The Company considers mineral rights to be assets and accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights. The Company considers each exploration and evaluation asset to be a separate cash generating unit.
Any option payments received by the Company from third parties or tax credits refunded to the Company are credited to the capitalized cost of the exploration and evaluation asset or shown as an expense recovery depending on the nature of the activity generating the refund. If payments received exceed the capitalized cost of the exploration and evaluation asset, the excess is recognized as income in the year received. The amounts shown for exploration and evaluation assets 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 the development, and future profitable production or proceeds from the disposition thereof.
Future Reclamation Provisions
The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of reclamation of mineral interests (exploration and evaluation assets). The net present value of future rehabilitation cost estimates is capitalized to the related assets along with a corresponding increase in the reclamation provision in the period incurred. Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value.
The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the reclamation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.
Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit and loss for the period.
Equipment
Equipment is carried at cost, less accumulated depreciation and accumulated impairment losses.
The cost of an item of equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Depreciation is provided at rates calculated to write off the cost of equipment, less its estimated residual value, using the declining balance method at the following rates per annum:
|
Exploration equipment
|
20%
|
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
|
|
3.
SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Impairment
At each financial position reporting date the carrying amounts of the Company’s long-lived assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use, which is the present value of future cash flows expected to be derived from the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period.
For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Flow-Through Shares
Canadian income tax legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. The Company accounts for flow-through shares whereby the premium, if any, paid for the flow-through shares in excess of the market value of the shares without flow-through features at the time of issue is initially recorded to other liability and then included in income at the same time the qualifying expenditures are made.
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.
For diluted per share computations, assumptions are made regarding potential common shares outstanding during the period. The weighted average number of common shares is increased to include the number of additional common shares that would be outstanding if, at the beginning of the period, or at time of issuance, if later, all options and warrants are exercised. Proceeds from exercise are used to purchase the Company’s common shares at their average market price during the period, thereby reducing the weighted average number of common shares outstanding. If these computations prove to be anti-dilutive, diluted loss per share is the same as basic loss per share.
Share-Based Payments
The Company grants stock options to buy common shares of the Company to directors, officers, employees and service providers. The Company recognizes share-based compensation expense based on the estimated fair value of the options. A fair value measurement is made for each vesting instalment within each option grant and is determined using the Black-Scholes option-pricing model. The fair value of the options is recognized over the vesting period of the options granted as both share-based compensation expense and reserves. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. The reserves account is subsequently reduced if the options are exercised and the amount initially recorded is then credited to capital stock.
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the goods or services received.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
|
|
3.
SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Income Taxes
Income tax on profit or loss for the year comprises of current and deferred tax. Current tax is the expected tax paid or payable on the taxable income for the year, using tax rates enacted or substantively enacted at the statement of financial position date, and any adjustment to tax paid or payable in respect of previous years.
Deferred tax is recorded using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the period that includes the date of the enactment or substantive enactment of the change. Deferred tax assets and liabilities are presented separately except where there is a right of set-off within fiscal jurisdictions.
Foreign Currency Translation
The functional currency of the Company and its subsidiaries is the Canadian dollar. The reporting currency of the Company is the Canadian dollar. Transactions denominated in foreign currency are translated into Canadian dollars at the rate of exchange in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies have been translated into Canadian dollars at the rate of exchange in effect at the statement of financial position date, while non-monetary assets and liabilities are translated at historical rates. Revenue and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Any gains or losses resulting from translation have been included in the statement of operations and comprehensive loss.
New Accounting Pronouncements
The following accounting pronouncements have been made, but are not yet effective for the Company as at April 30, 2013.
Amendments to IFRS 7,
Financial Instruments: Disclosures
(“IFRS 7”) are effective for annual periods beginning on or after January 1, 2013 and introduce enhanced disclosure around the transfer of financial assets and associated risks. The Company will apply the new standard beginning on May 1, 2013 and does not expect the adoption will cause any significant impact on the Company’s consolidated financial statements.
In November 2009 and October 2010, the IASB issued IFRS 9,
Financial Instruments
(“IFRS 9”), which represents the completion of the first part of a three-part project to replace IAS 39,
Financial Instruments: Recognition and Measurement
, with a new standard. Per the new standard, an entity choosing to measure a liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in the other comprehensive income or loss section of the entity’s statement of comprehensive loss, rather than within profit or loss. Additionally, IFRS 9 includes revised guidance related to the derecognition of financial instruments. IFRS 9 applies to financial statements for annual periods beginning on or after January 1, 2015, with early adoption permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.
In May 2011, the IASB issued IFRS 10,
Consolidated Financial Statements
(“IFRS 10”), which builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of a parent company. IFRS 10 also provides additional guidance to assist in the determination of control where this is difficult to assess. IFRS 10 applies to financial statements for annual periods beginning on or after January 1, 2013. The Company will apply the new standard beginning on May 1, 2013 and does not expect the adoption will cause any significant impact on the Company’s consolidated financial statements.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
3.
SIGNIFICANT ACCOUNTING POLICIES
(continued)
New Accounting Pronouncements
(continued)
In May 2011, the IASB issued IFRS 11,
Joint Arrangements
(“IFRS 11”), which enhances accounting for joint arrangements, particularly by focusing on the rights and obligations of the arrangement, rather than the arrangement’s legal form. IFRS 11 also addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities and prohibits proportionate consolidation. IFRS 11 applies to financial statements for annual periods beginning on or after January 1, 2013. The Company will apply the new standard beginning on May 1, 2013 and does not expect the adoption will cause any significant impact on the Company’s consolidated financial statements.
In May 2011, the IASB issued IFRS 12,
Disclosure of Interests in Other Entities
(“IFRS 12”), which is a comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off-balance sheet vehicles. IFRS 12 applies to financial statements for annual periods beginning on or after January 1, 2013. The Company will apply the new standard beginning on May 1, 2013 and does not expect the adoption will cause any significant impact on the Company’s consolidated financial statements.
In May 2011, the IASB issued IFRS 13,
Fair Value Measurement
(“IFRS 13”), which defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. IFRS 13 does not determine when an asset, a liability or an entity’s own equity instrument is measured at fair value. Rather, the measurement and disclosure requirements of IFRS 13 apply when another IFRS requires or permits the item to be measured at fair value (with limited exceptions). IFRS 13 applies to financial statements for annual periods beginning on or after January 1, 2013. The Company will apply the new standard beginning on May 1, 2013 and does not expect the adoption will cause any significant impact on the Company’s consolidated financial statements.
In June 2011, the IASB amended IAS 1,
Presentation of Financial Statements
(“IAS 1”), to change the disclosure of items presented in other comprehensive income into two groups, based on whether those items may be recycled to profit or loss in the future. The amendments to IAS 1 apply to financial statements for annual periods beginning after July 1, 2012. The Company will apply the new standard beginning on May 1, 2013 and does not expect the adoption will cause any significant impact on the Company’s consolidated financial statements.
Amendments to IAS 27,
Separate Financial Statements
(IAS 27), and IAS 28,
Investments in Associates and Joint Ventures
(IAS 28) have been made. 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 10 -13. These amendments are effective for annual periods beginning on or after January 1, 2013. The Company will apply the new standard beginning on May 1, 2013 and does not expect the adoption will cause any significant impact on the Company’s consolidated financial statements.
Amendments to IAS 32,
Financial Instruments: Presentation
, are effective for annual periods beginning on or after January 1, 2014. This provides for amendments relating to offsetting financial assets and financial liabilities. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
4. MARKETABLE SECURITIES
|
|
|
Messina
Minerals
(MMI.V)
|
|
|
AusAmerican
Mining Corp
(AIW.A)
|
|
|
Expedition
Mining Inc.
(EXU.V)
|
|
|
Total
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2011
|
|
$
|
2,695,052
|
|
|
$
|
-
|
|
|
$
|
1,000,000
|
|
|
$
|
3,695,052
|
|
|
Additions
|
|
|
-
|
|
|
|
97,024
|
|
|
|
-
|
|
|
|
97,024
|
|
|
Balance at April 30, 2012 and 2013
|
|
$
|
2,695,052
|
|
|
$
|
97,024
|
|
|
$
|
1,000,000
|
|
|
$
|
3,792,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2011
|
|
$
|
(2,500,935
|
)
|
|
$
|
-
|
|
|
$
|
(333,333
|
)
|
|
$
|
(2,834,268
|
)
|
|
Adjustment for the year
|
|
|
(132,353
|
)
|
|
|
(77,824
|
)
|
|
|
(488,889
|
)
|
|
|
(699,066
|
)
|
|
Balance at April 30, 2012
|
|
|
(2,633,288
|
)
|
|
|
(77,824
|
)
|
|
|
(822,222
|
)
|
|
|
(3,533,334
|
)
|
|
Adjustment for the year
|
|
|
(44,117
|
)
|
|
|
(6,666
|
)
|
|
|
(122,222
|
)
|
|
|
(173,005
|
)
|
|
Balance at April 30, 2013
|
|
$
|
(2,677,405
|
)
|
|
$
|
(84,490
|
)
|
|
$
|
(944,444
|
)
|
|
$
|
(3,706,339
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At April 30, 2012
|
|
$
|
61,764
|
|
|
$
|
19,200
|
|
|
$
|
177,778
|
|
|
$
|
258,742
|
|
|
At April 30, 2013
|
|
$
|
17,647
|
|
|
$
|
12,534
|
|
|
$
|
55,556
|
|
|
$
|
85,737
|
|
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
5. EQUIPMENT
|
|
|
Exploration
Equipment
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2011
|
|
$
|
396,293
|
|
|
Dispositions
|
|
|
(17,000
|
)
|
|
Balance at April 30, 2012
|
|
|
379,293
|
|
|
Additions
|
|
|
45,554
|
|
|
Dispositions
|
|
|
(126,261
|
)
|
|
Balance at April 30, 2013
|
|
$
|
298,586
|
|
|
|
|
|
|
|
|
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2011
|
|
$
|
214,459
|
|
|
Depreciation
|
|
|
32,515
|
|
|
Dispositions
|
|
|
(10,299
|
)
|
|
Balance at April 30, 2012
|
|
|
236,675
|
|
|
Depreciation
|
|
|
26,338
|
|
|
Dispositions
|
|
|
(78,197
|
)
|
|
Balance at April 30, 2013
|
|
$
|
184,816
|
|
|
|
|
|
|
|
|
Net Book Value
|
|
|
|
|
|
|
|
|
|
|
|
At April 30, 2012
|
|
$
|
142,618
|
|
|
At April 30, 2013
|
|
$
|
113,770
|
|
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
6. EXPLORATION AND EVALUATION ASSETS
The following table illustrates acquisition costs:
|
|
|
CMB
|
|
|
CMB JV
|
|
|
Bootheel Project
|
|
|
Golden Promise
|
|
|
Juniper Ridge
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
April 30, 2011
|
|
$
|
2,356,774
|
|
|
$
|
2,515,422
|
|
|
$
|
3,687,852
|
|
|
$
|
1,387,657
|
|
|
$
|
232,945
|
|
|
$
|
10,180,650
|
|
|
Acquisition costs
|
|
|
653,574
|
|
|
|
-
|
|
|
|
38,589
|
|
|
|
23,185
|
|
|
|
696,107
|
|
|
|
1,411,455
|
|
|
Balance at
April 30, 2012
|
|
|
3,010,348
|
|
|
|
2,515,422
|
|
|
|
3,726,441
|
|
|
|
1,410,842
|
|
|
|
929,052
|
|
|
|
11,592,105
|
|
|
Acquisition costs
|
|
|
200,000
|
|
|
|
-
|
|
|
|
1,283
|
|
|
|
20,000
|
|
|
|
3,533
|
|
|
|
224,816
|
|
|
Change in estimates of future reclamation provisions
|
|
|
(49,730
|
)
|
|
|
(5,631
|
)
|
|
|
-
|
|
|
|
(29,714
|
)
|
|
|
(18,196
|
)
|
|
|
(103,271
|
)
|
|
Impairment
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,727,724
|
)
|
|
|
(1,401,128
|
)
|
|
|
(914,389
|
)
|
|
|
(6,043,241
|
)
|
|
Balance at
April 30, 2013
|
|
$
|
3,160,618
|
|
|
$
|
2,509,791
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,670,409
|
|
|
|
The following table illustrates the exploration and evaluation expenditures incurred during the year ended April 30, 2013:
|
|
|
|
CMB
|
|
|
CMB JV
|
|
|
Bootheel Project
|
|
|
Golden Promise
|
|
|
Juniper Ridge
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drilling & trenching
|
|
$
|
731,850
|
|
|
$
|
-
|
|
|
$
|
13,433
|
|
|
$
|
-
|
|
|
$
|
328,080
|
|
|
$
|
1,073,363
|
|
|
Geology
|
|
|
1,456,437
|
|
|
|
-
|
|
|
|
35,816
|
|
|
|
24,524
|
|
|
|
339,683
|
|
|
|
1,856,460
|
|
|
Geophysics
|
|
|
11,591
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
44,918
|
|
|
|
56,509
|
|
|
Metallurgy
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,892
|
|
|
|
15,892
|
|
|
Administration
|
|
|
10,434
|
|
|
|
-
|
|
|
|
45,981
|
|
|
|
-
|
|
|
|
44,902
|
|
|
|
101,317
|
|
|
Permitting
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
37,395
|
|
|
|
37,395
|
|
|
Hydrology
|
|
|
-
|
|
|
|
-
|
|
|
|
271
|
|
|
|
-
|
|
|
|
-
|
|
|
|
271
|
|
|
Reclamation costs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
22,741
|
|
|
|
-
|
|
|
|
22,741
|
|
|
JCEAP
(1)
grant received
|
|
|
(150,000
|
)
|
|
|
(150,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(300,000
|
)
|
|
Recovery – JV Partner
|
|
|
-
|
|
|
|
-
|
|
|
|
(28,882
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(28,882
|
)
|
|
|
|
$
|
2,060,312
|
|
|
$
|
(150,000
|
)
|
|
$
|
66,619
|
|
|
$
|
47,265
|
|
|
$
|
810,870
|
|
|
$
|
2,835,066
|
|
|
|
The following table illustrates the exploration and evaluation expenditures incurred during the year ended April 30, 2012:
|
|
|
|
CMB
|
|
|
CMB JV
|
|
|
Bootheel Project
|
|
|
Golden Promise
|
|
|
Juniper Ridge
|
|
|
Other
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drilling & trenching
|
|
$
|
1,033,429
|
|
|
$
|
1,860,522
|
|
|
$
|
710,552
|
|
|
$
|
45,295
|
|
|
$
|
929,475
|
|
|
$
|
-
|
|
|
$
|
4,579,273
|
|
|
Geology
|
|
|
441,464
|
|
|
|
514,365
|
|
|
|
466,545
|
|
|
|
98,445
|
|
|
|
427,398
|
|
|
|
-
|
|
|
|
1,948,217
|
|
|
Geophysics
|
|
|
896
|
|
|
|
896
|
|
|
|
47,398
|
|
|
|
2,500
|
|
|
|
289,556
|
|
|
|
-
|
|
|
|
341,246
|
|
|
Geochemical
|
|
|
8,905
|
|
|
|
3,305
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,210
|
|
|
Metallurgy
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
22,987
|
|
|
|
-
|
|
|
|
22,987
|
|
|
Administration
|
|
|
9,456
|
|
|
|
6,561
|
|
|
|
19,300
|
|
|
|
60
|
|
|
|
6,951
|
|
|
|
-
|
|
|
|
42,328
|
|
|
Future reclamation costs
|
|
|
(162,239
|
)
|
|
|
(43,337
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,664
|
)
|
|
|
(213,240
|
)
|
|
Pre-acquisition costs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
153,170
|
|
|
|
153,170
|
|
|
JCEAP
(1)
grant received
|
|
|
-
|
|
|
|
(150,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(150,000
|
)
|
|
Recovery
|
|
|
-
|
|
|
|
(105,727
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(105,727
|
)
|
|
|
|
$
|
1,331,911
|
|
|
$
|
2,086,585
|
|
|
$
|
1,243,795
|
|
|
$
|
146,300
|
|
|
$
|
1,676,367
|
|
|
$
|
145,506
|
|
|
$
|
6,630,464
|
|
(1)
Junior Company Exploration Assistance Program
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
6. EXPLORATION AND EVALUATION ASSETS
(continued)
Central Mineral Belt (“CMB”)
Moran Lake Property
Pursuant to an agreement dated October 14, 2004, the Company acquired an option to earn a 90% interest, subject to a 2% net smelter royalty (“NSR”) and a 10% carried interest to the vendor, in the Moran Lake Property, a uranium prospect located in Central Labrador, Newfoundland, Canada. The agreement was amended on March 1, 2005 to include additional claims adjacent to the Moran Lake Property, known as Moran Heights.
The Company has previously issued 400,000 common shares, made cash payments totaling $575,000 and spent more than the required minimum $3,000,000 on project expenditures. In connection with the option agreement to earn its 90% interest in the Moran Lake Property, the Company was involved in a dispute with the original vendor of the Moran Lake Property, Mr. Murphy, regarding the timing of advance royalty payments. On December 5, 2011, the Company settled the litigation. Under the terms of the settlement the Company made a cash payment of $600,000 and issued 1,193,614 shares. All litigation has been discontinued and Mr. Murphy has acknowledged the Company’s 90% interest in the CMB Uranium /Vanadium Project has vested and any requirement for a bankable feasibility study has been irrevocably waived. The Company will be required to make advance royalty payments of $200,000 per year commencing in November 2012 (which amount has been paid). Should the Company choose to bring the Moran Lake Property into production, the advance royalty payments made previously will be deducted against any NSR owed to the original vendor of the property.
Otter/Portage Lake Property
Pursuant to an agreement dated December 2, 2005, the Company acquired a 100% interest, subject to a 1.5% NSR, in the Otter and Portage Lake Properties located in the Central Mineral Belt of Labrador.
CMB Joint Venture
Silver Spruce Central Mineral Belt (“CMB”) Joint Venture
In July 2008, the Company entered into an agreement with Expedition Mining Inc. ("Expedition"), formally known as Universal Uranium Ltd., and acquired all of Expedition's interest (60%) in its joint venture project with Silver Spruce Resources Inc. in Labrador. Currently the Company has a 100% interest in the property subject to a 2% net smelter royalty payable to Silver Spruce and a 2% net smelter royalty payable to Expedition Mining Inc. on 60%.
Bootheel Project
On March 31, 2009, the Company acquired an interest in the Bootheel and Buckpoint Properties in Wyoming, USA through the acquisition of Target. Under a series of agreements between UR-Energy USA Inc. (“URE”), several of its subsidiaries, Target and Crosshair USA, a wholly owned subsidiary of Target, the Company may earn a 75% interest in BHP LLC, subject to certain royalties, by completing expenditures totalling US $3,000,000 on or before June 7, 2011. The Company made these expenditures, and additional expenditures, which increased its holdings to 81%. The Company, through Target, has earned a 81% interest in BHP LLC representing a 81% interest in the underlying Bootheel and Buckpoint Properties.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
6. EXPLORATION AND EVALUATION ASSETS
(continued)
Bootheel Project
(continued)
Under agreements dated February 5, 2008 between MJ Ranches Inc. and Crosshair USA as manager, BHP LLC leased MJ Ranches Inc.’s 75% ownership of certain minerals on fee land that adjoins the Bootheel Property. The initial term of the agreement was for five years with provision for two renewals. Payment for the initial five year term was US $252,651 paid in advance, increased for inflation for the renewal periods. The acquired mineral rights were subject to a sliding scale royalty tied to the sales price of uranium. The “Uranium Lease and Surface and Damage Agreement” and “Surface Impact Agreement” expired in February 2013. On June 7, 2013, the Company announced that BHP LLC has been unable to reach an agreement with MJ Ranches Inc. on terms which more accurately reflect current market conditions. Certain portions of the mineral resources included in the Technical Report issued by the Company, dated October 27, 2012, are located on those lands which were subject to the mineral lease with MJ Ranches Inc. Accordingly, during the year ended April 30, 2013, the Company recorded an impairment of all of the capitalized costs of this project to operations.
Golden Promise
Golden Promise Property
On April 29, 2009, Crosshair acquired a 60% interest in the Golden Promise Gold Project in Central Newfoundland, Canada with an option to acquire an additional interest from Paragon Minerals Corp. (“Paragon”).
Crosshair will provide Paragon with a $2,000,000 carried interest in initial exploration expenditures to be completed prior to May 2013. Crosshair can extend the timeframe to complete the initial exploration program by 12 months upon issuing 62,500 common shares to Paragon.
Upon the successful completion of the initial $2,000,000 exploration program, Crosshair can elect to earn an additional 10% interest (to 70%) in Golden Promise by providing Paragon with an additional $1,000,000 carried interest in additional exploration expenditures within 24 months. Crosshair can extend the timeframe to complete the additional exploration program by 12 months upon issuing 25,000 common shares to Paragon. In the event Crosshair does not complete the additional expenditure program within the required timeframe, Crosshair can purchase the remaining 10% interest by paying Paragon the difference between actually incurred exploration expenditures and $1,000,000 or just retain the 60% interest.
Subsequent to the year ended April 30, 2013, the Company and Paragon terminated the Golden Promise Option and Joint Venture Agreement and as a result, the Company recorded an impairment of $1,401,128 to operations during the year ended April 30, 2013 (Note 16).
Southern Golden Promise (Victoria Lake)
The Company has earned a 62.02% interest in mineral claims located in the Botwood Basin area of Central Newfoundland known as Southern Golden Promise in consideration for issuing a total 100,000 common shares and incurring a minimum of $1,750,000 exploration expenditures within specified deadlines.
Juniper Ridge Uranium Property
On October 29, 2010, the Company signed a definitive agreement with Strathmore Resources Ltd., a wholly owned subsidiary of Strathmore Minerals Corp. (“Strathmore”) to acquire the Juniper Ridge Uranium Property
.
In order to acquire this property, the Company was required to make cash payments totalling US$4,450,000 (US$450,000 has been paid), and issue shares with a total value of US$2,750,000 (US$250,000 in shares has been issued).
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
6. EXPLORATION AND EVALUATION ASSETS
(continued)
Juniper Ridge Uranium Property
(continued)
Title to the Juniper Ridge Property had been transferred to the Company by Strathmore upon making the initial payments of US$700,000 of which US$250,000 was paid by issuance of 552,513 common shares of the Company. On November 30, 2012 the Company announced that it has terminated this agreement and as a result, $914,389 of the capitalized costs were written off to operations during the year ended April 30, 2013. The Company has transferred the title to Juniper Ridge Property back to Strathmore in February 2013.
As at April 30, 2013 the Company had outstanding reclamation bonds for the Bootheel Property of US$25,635 and for the Juniper Ridge property of US$36,600 registered with the Wyoming Department of Environmental Quality and State Office of Lands and Investment. The Company also had an outstanding reclamation bond of $1,750 for Southern Golden Promise (Victory Lake).
On October 25, 2012 the Company announced it had entered into a Letter of Intent (“LOI”) with Wealth Minerals Ltd. to acquire all of Wealth Minerals’ prospective uranium properties in Argentina for consideration of $1,000,000 and the issuance of 1,000,000 Crosshair common shares. The transaction is subject to a number of conditions including regulatory approval and the execution of a definitive agreement.
On July 9, 2013, the Company announced that the LOI was terminated by mutual agreement between the Company and Wealth Minerals Ltd. (Note 16).
|
|
7. FUTURE RECLAMATION PROVISIONS
|
|
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
130,030
|
|
|
$
|
282,162
|
|
|
Change in estimates
1
|
|
|
(103,271
|
)
|
|
|
(213,240
|
)
|
|
Interest
|
|
|
10,402
|
|
|
|
61,108
|
|
|
Ending balance
|
|
$
|
37,161
|
|
|
$
|
130,030
|
|
1
The Company revised its prior estimates based on new information regarding potential future reclamation costs, and the estimated dates of abandonment of the interests in exploration and evaluation assets.
As at April 30, 2013, the Company has legal obligations associated with its Moran Lake and Bootheel exploration assets for cleanup costs. These costs are anticipated to be incurred between 2013 and 2015.
The total undiscounted amount of estimated cash flows required to settle the obligations is approximately $37,500, which was adjusted for inflation at the rate of 2%, discounted at 8% and projected out to 2015.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
8. OTHER LIABILITY
|
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
428,712
|
|
|
$
|
464,717
|
|
|
Liability incurred on flow-through shares issued
|
|
|
-
|
|
|
|
448,240
|
|
|
Settlement of flow-through share liability on expenditures made
|
|
|
(428,712
|
)
|
|
|
(484,245
|
)
|
|
Ending balance
|
|
$
|
-
|
|
|
$
|
428,712
|
|
The Company periodically issues flow-through shares with any resulting flow-through premium recorded as other liability. The liability is subsequently reduced when the required exploration expenditures are made, and accordingly, a recovery of flow-through premium is recorded as other income.
9. CAPITAL STOCK AND RESERVES
Share and warrant issuances
There were no share or warrant issuances during the year ended April 30, 2013.
During the year ended April 30, 2012, common shares were issued as follows:
|
·
|
On October 31, 2011, 522,513 common shares with a value of $266,925 were issued pursuant to an agreement with Strathmore to acquire the Juniper Ridge Uranium Property. (Note 6)
|
|
·
|
On December 5, 2011, the Company settled the litigation involving its interest in the Moran Lake Property by issuing 1,193,614 common shares with a value of $453,573. (Note 6)
|
|
·
|
On February 27, 2012, the Company closed a non-brokered private placement of 11,897,000 subscription receipts at a price of $0.40 per subscription receipt for gross proceeds of $4,758,800. Upon satisfaction of the escrow release conditions, on March 30, 2012, the subscription receipts were automatically converted into units of the Company, with each whole unit being comprised of one common share and one-half common share purchase warrant. Each whole warrant is exercisable until February 27, 2014 at an exercise price of $0.70.
|
The Company concurrently closed a non-brokered private placement of 4,482,400 flow-through units at a price of $0.50 per flow-through unit for gross proceeds of $2,241,200. Each flow-through unit consists of one flow through common share, which qualifies as a "flow-through share" for purposes of the Income Tax Act (Canada), and one-half of one warrant. Each whole warrant is exercisable into one share until February 27, 2014 at an exercise price of $0.70. A flow-through premium of $448,240 was recorded as an other liability in connection with this private placement.
All securities issued were subject to a four month hold period. The Company paid cash finder's fees in connection with the offering equal to 5.0% of the gross proceeds and issued 982,764 (valued at $518,936) broker warrants equal to 6.0% of the number of subscription receipts and flow-through units sold in the offering. Each broker warrant is exercisable for one share of the Company at an exercise price of $0.50 until February 27, 2014. The Black-Scholes pricing model was used to value these compensatory warrants, using a risk-free interest rate of 1%, expected life of 2 years, annualized volatility of 163%, and dividend rate of 0%.
|
·
|
On February 27, 2012, the Company issued 209,500 common shares with a value of $140,365, and made cash payment of US$15,000, to satisfy an outstanding finder's fee obligation in connection with the Company's acquisition of the Juniper Ridge Property.
|
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
9. CAPITAL STOCK AND RESERVES
(continued)
Warrants
|
|
The following is a summary of warrant activities during the years ended April 30, 2013 and 2012:
|
|
|
|
Number of
Warrants
|
|
|
Weighted Average
Exercise Price
|
|
|
|
|
|
|
|
|
|
|
Outstanding, April 30, 2011
|
|
|
17,043,796
|
|
|
$
|
1.37
|
|
|
Issued
|
|
|
9,172,464
|
|
|
$
|
0.68
|
|
|
Expired
|
|
|
(3,793,797
|
)
|
|
$
|
2.66
|
|
|
Outstanding, April 30, 2012
|
|
|
22,422,463
|
|
|
$
|
0.87
|
|
|
Expired
|
|
|
(13,249,999
|
)
|
|
$
|
1.00
|
|
|
Outstanding, April 30, 2013
|
|
|
9,172,464
|
|
|
$
|
0.68
|
|
As at April 30, 2013, the following warrants were outstanding and exercisable:
|
Number of Warrants
|
|
Exercise Price
|
|
Remaining Life (Years)
|
|
Expiry Date
|
|
|
|
|
|
|
|
|
|
8,189,700
|
|
$0.70
|
|
0.83
|
|
February 27, 2014
|
|
982,764
(1)
|
|
$0.50
|
|
0.83
|
|
February 27, 2014
|
|
9,172,464
|
|
|
|
|
|
|
|
|
(1)
Broker warrants exercisable into one common share and one warrant of the Company, with each of these warrants exercisable for one common share of the Company at $0.50 until February 27, 2014.
|
Stock options
The Company’s Stock Option Plan is a 10% rolling plan that allows a maximum 10% of the issued shares to be reserved for issuance under the plan. Options granted under the plan may not have a term exceeding 10 years and vesting provisions are at the discretion of the Board of Directors.
The following is a summary of stock option activities during the years ended April 30, 2013 and 2012:
|
|
|
Number of Stock
Options
|
|
|
Weighted Average
Exercise Price
|
|
|
|
|
|
|
|
|
|
|
Outstanding, April 30, 2011
|
|
|
5,074,621
|
|
|
$
|
1.43
|
|
|
Granted
|
|
|
1,752,500
|
|
|
$
|
0.49
|
|
|
Forfeited
|
|
|
(92,500
|
)
|
|
$
|
1.35
|
|
|
Expired
|
|
|
(134,500
|
)
|
|
$
|
1.68
|
|
|
Outstanding, April 30, 2012
|
|
|
6,600,121
|
|
|
$
|
1.13
|
|
|
Forfeited
|
|
|
(350,000
|
)
|
|
$
|
0.74
|
|
|
Expired
|
|
|
(250,490
|
)
|
|
$
|
3.63
|
|
|
Outstanding, April 30, 2013
|
|
|
5,999,631
|
|
|
$
|
1.03
|
|
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
9. CAPITAL STOCK AND RESERVES
(continued)
Stock options
(continued)
|
|
At April 30, 2013, the following stock options were outstanding to directors, officers and employees:
|
|
Outstanding
|
|
Exercisable
|
|
Exercise Price
|
|
Remaining Life (Years)
|
|
Expiry Date
|
|
|
|
|
|
|
|
|
|
|
|
62,500
|
|
62,500
|
|
$3.52
|
|
0.06
|
|
May 23, 2013
(2)
|
|
30,000
(3)
|
|
30,000
|
|
$1.88
|
|
0.10
|
|
June 5, 2013
(2)
|
|
37,500
|
|
37,500
|
|
$2.00
|
|
0.25
|
|
August 1, 2013
|
|
387,500
|
|
387,500
|
|
$1.08
|
|
0.38
|
|
September 15, 2013
|
|
162,500
|
|
162,500
|
|
$0.60
|
|
0.48
|
|
October 23, 2013
|
|
87,500
|
|
87,500
|
|
$1.08
|
|
0.49
|
|
October 27, 2013
|
|
638,750
|
|
638,750
|
|
$1.08
|
|
1.08
|
|
May 28, 2014
|
|
293,381
|
|
293,381
|
|
$0.88
|
|
1.59
|
|
November 30, 2014
|
|
25,000
|
|
25,000
|
|
$0.80
|
|
1.64
|
|
December 21, 2014
|
|
137,500
|
|
137,500
|
|
$0.84
|
|
1.69
|
|
January 6, 2015
|
|
2,150,000
|
|
2,150,000
|
|
$1.44
|
|
2.64
|
|
December 21, 2015
|
|
300,000
(1)
|
|
300,000
|
|
$0.15
|
|
2.65
|
|
December 21, 2015
|
|
100,000
|
|
100,000
|
|
$1.95
|
|
2.69
|
|
January 7, 2016
|
|
135,000
|
|
135,000
|
|
$1.12
|
|
2.92
|
|
April 1, 2016
|
|
400,000
|
|
300,000
|
|
$0.67
|
|
3.22
|
|
July 20, 2016
|
|
1,052,500
|
|
526,250
|
|
$0.38
|
|
3.99
|
|
April 24, 2017
|
|
5,999,631
|
|
5,373,381
|
|
|
|
|
|
|
|
(1)
|
These options were re-priced during the prior fiscal year, from an exercise price of $1.44 to $0.38, and again from $0.38 to $0.15 in the current period.
|
|
(2)
|
Subsequently expired (Note 16).
|
|
(3)
|
Included in the outstanding stock options are 30,000 options of Target Exploration and Mining Corp. that are outside of the Company’s stock option plan.
|
Share-based compensation
The Company recognizes compensation expense for all stock options granted using the fair value based method of accounting. For the year ended April 30, 2013, the Company recognized share-based compensation expense of $626,364 (April 30, 2012 - $1,974,611) for options vesting during the year. The weighted average fair value of options granted in the year was $Nil (April 30, 2012 - $0.41) per option.
The following weighted average assumptions were used for the Black-Scholes method of valuation of stock options granted during the years ended April 30, 2013 and 2012:
|
|
|
April 30, 2013
|
|
April 30, 2012
|
|
|
|
|
|
|
|
Risk free rate
|
|
-
|
|
1.32%
|
|
Expected life of options
|
|
-
|
|
3 years
|
|
Annualized volatility
|
|
-
|
|
156%
|
|
Expected forfeiture
|
|
-
|
|
4.78%
|
|
Dividend rate
|
|
-
|
|
0%
|
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
10. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
There were no significant non-cash transactions affecting cash flows from operating, investing or financing activities during the year ended April 30, 2013.
The following were significant non-cash transactions affecting cash flows from operating, investing or financing activities during the year ended April 30, 2012:
|
·
|
In connection with the acquisition of the Juniper Ridge Uranium Property, 522,513 shares with a fair value of $266,482 were issued (Notes 6 and 9).
|
|
·
|
The Company issued 1,193,614 common shares with a value of $453,573 to the original vendor of the Moran Lake Property as part of the settlement in connection with the litigation involving the Company’s interest in the Moran Lake Property (Notes 6 and 9).
|
|
·
|
The Company issued 209,500 common shares with a value of $140,365 to satisfy an outstanding finder’s fee obligation in connection with the acquisition of the Juniper Ridge Property (Note 9).
|
|
·
|
In connection with two non-brokered private placements closed in February 2012, 982,784 broker warrants with a value of $518,936 were issued (Note 9).
|
11. RELATED PARTY TRANSACTIONS
Related parties and related party transactions impacting the accompanying consolidated financial statements are summarized below and include transactions with the following individuals or entities:
Key management personnel
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors, corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, and Vice Presidents.
Remuneration attributed to key management personnel for the years ended April 30, 2013 and 2012 can be summarized as follows:
|
|
|
April 30, 2013
|
|
April 30, 2012
|
|
|
|
|
|
|
|
Share-based compensation
|
$
|
405,876
|
$
|
1,157,129
|
|
Short-term benefits*
|
|
933,802
|
|
980,081
|
|
Incentive compensation other than share-based compensation
|
|
-
|
|
206,404
|
|
|
$
|
1,339,678
|
$
|
2,343,614
|
|
*
|
include base salaries and directors’ fees, pursuant to contractual employment or consultancy arrangements, management and consulting fees
|
The Company has a consulting agreement with the Executive Chairman that provides for a lump sum payment of $150,000 on termination or $450,000 in the event of a change of control of the Company.
Other related parties
King & Bay West Management Corp. (“King & Bay West”), formerly Forbes West Management Corp.:
King & Bay West is an entity owned by the Executive Chairman of the Company and provides administrative, management, geological, regulatory, tax, corporate development and investor relations services to the Company.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
11. RELATED PARTY TRANSACTIONS
(continued)
Transactions entered into with related parties other than key management personnel during the years ended April 30, 2013 and 2012 include the following:
|
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
|
|
King & Bay West
|
|
$
|
1,234,170
|
|
|
$
|
1,830,691
|
|
During the year ended April 30, 2012, the Company sold some of its exploration equipment to a company with a director in common. Crosshair received $8,599 as consideration for the assets, which represents the estimated fair value of the assets in the effective date of the purchase agreement. The difference between the sales price and the carrying value of the sold assets was $1,898, which was recorded as gain on asset disposition.
Amounts due to related parties as at April 30, 2013 included the following:
|
·
|
King & Bay West, controlled by the Executive Chairman - $319,312 (April 30, 2012 - $106,487)
|
|
·
|
Sundance Geological Ltd., controlled by the former CEO - $Nil (April 30, 2012 - $22,400)
|
|
·
|
Bevo Beaven Corporate Communications., controlled by the former VP of Corporate Communications - $Nil (April 30, 2012 - $7,235)
|
|
·
|
Stratamodel Inc., controlled by the former VP & Chief Geologist - $Nil (April 30, 2012 - $13,982)
|
|
·
|
Ludwig and Associates, LLC., controlled by the CEO
1
- $Nil (April 30, 2012 - $9,072)
|
|
·
|
MJM Consulting Corp., controlled by the Executive Chairman of the Company - $48,522 (April 30, 2012 - $Nil)
|
|
·
|
Directors’ fees - $Nil (April 30, 2012 - $20,473)
|
The amounts due to related parties are non-interest bearing.
1
Subsequent to year end, Mark Ludwig resigned as the CEO of the Company effective June 7, 2013.
The following is a reconciliation of income taxes attributable to operations computed at the statutory tax rates to income tax recovery.
|
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
$
|
(11,674,061
|
)
|
|
$
|
(11,977,829
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Expected income tax recoverable at statutory rate
|
|
|
(2,919,000
|
)
|
|
|
(3,114,000
|
)
|
|
Permanent differences
|
|
|
82,000
|
|
|
|
537,000
|
|
|
Share issuance costs
|
|
|
(12,000
|
)
|
|
|
(119,000
|
)
|
|
Impact on change in statutory rates and different subsidiary tax rates and other
|
|
|
(513,000
|
)
|
|
|
(271,000
|
)
|
|
Impact on flow-through shares
|
|
|
649,000
|
|
|
|
969,000
|
|
|
Change in unrecognized deductible temporary differences
|
|
|
2,713,000
|
|
|
|
1,998,000
|
|
|
Total income tax recovery
|
|
$
|
-
|
|
|
$
|
-
|
|
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
|
12.
|
INCOME TAXES
(continued)
|
The significant components of the Company’s unrecognized temporary differences and tax losses are as follows:
|
|
|
April 30, 2013
|
|
|
Expiry Date Range
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary Differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration and evaluation assets
|
|
$
|
41,191,000
|
|
|
No expiry date
|
|
|
$
|
34,956,000
|
|
|
Investment tax credit
|
|
|
1,168,000
|
|
|
|
2028-2033
|
|
|
|
1,151,000
|
|
|
Equipment
|
|
|
544,000
|
|
|
No expiry date
|
|
|
|
470,000
|
|
|
Canadian eligible capital (CEC)
|
|
|
1,000
|
|
|
No expiry date
|
|
|
|
1,000
|
|
|
Share issue costs
|
|
|
774,000
|
|
|
|
2034-2037
|
|
|
|
1,109,000
|
|
|
Future reclamation provision
|
|
|
37,000
|
|
|
No expiry date
|
|
|
|
130,000
|
|
|
Marketable securities
|
|
|
3,706,000
|
|
|
No expiry date
|
|
|
|
3,533,000
|
|
|
Non-capital losses available for future period – Canada
|
|
|
21,476,000
|
|
|
|
2014-2033
|
|
|
|
18,561,000
|
|
|
Non-capital losses available for future period – United States
|
|
|
1,130,000
|
|
|
|
2028-2033
|
|
|
|
1,128,000
|
|
Tax attributes are subject to review and potential adjustment by tax authorities.
13. SEGMENTED INFORMATION
The Company operates in one reportable operating segment, being the acquisition, exploration and evaluation of mineral properties in North America.
|
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
|
|
Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
3,128
|
|
|
$
|
3,840
|
|
|
Canada
|
|
|
110,642
|
|
|
|
138,778
|
|
|
|
|
$
|
113,770
|
|
|
$
|
142,618
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclamation bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
62,702
|
|
|
$
|
265,328
|
|
|
Canada
|
|
|
1,750
|
|
|
|
91,631
|
|
|
|
|
$
|
64,452
|
|
|
$
|
356,959
|
|
|
Exploration and evaluation assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
-
|
|
|
$
|
3,787,207
|
|
|
Canada
|
|
|
5,670,409
|
|
|
|
7,804,898
|
|
|
|
|
$
|
5,670,409
|
|
|
$
|
11,592,105
|
|
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
14. CAPITAL MANAGEMENT
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and evaluation of its exploration and evaluation assets, acquire additional mineral property interests and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes its components of equity.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets.
In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. These budgets are approved by the Board of Directors.
At this stage of the Company’s development, in order to maximize ongoing development efforts, the Company does not pay out dividends.
The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year.
15. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
The fair value of the Company’s receivables, payables and accrued liabilities, and due to related parties approximate carrying value, due to their short-term nature. The Company’s cash and cash equivalents and marketable securities are measured at fair value under the fair value hierarchy based on level one quoted prices in active markets for identical assets or liabilities. The Company’s other financial instruments, being reclamation bonds, are measured at amortized cost.
The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and price risk.
Credit risk
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.
The Company is subject to credit risk on its cash and cash equivalents, and receivables. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has no investments in asset-backed commercial paper. The Company’s receivables consist mainly of HST receivable due from the Government of Canada. The Company does not believe it is exposed to significant credit risk
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.
The Company manages liquidity risk through its capital management as outlined in Note 14. The Company will require additional equity financing to meet its administrative overhead costs and further exploration activities on its exploration and evaluation assets in fiscal 2014.
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.
CROSSHAIR ENERGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2013
(Expressed in Canadian Dollars)
15. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
(continued)
Market Risk
(continued)
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
The risk that the Company will realize a loss as a result of a decline in the fair value of any short-term investments included in cash and cash equivalents is minimal because these investments generally have a fixed yield rate.
(b) Price risk
The Company is exposed to price risk with respect to commodity prices, particularly uranium, and equity prices, since the Company possesses investments in publicly traded securities. The Company closely monitors those prices to determine the appropriate course of action to be taken by the Company. However, there can be no assurance that the Company can exit these positions if required, resulting in proceeds approximating the carrying value of these securities.
(c) Currency risk
The Company’s expenditures are predominantly in Canadian dollars, and any future equity raised is expected to be predominantly in Canadian dollars. As at April 30, 2013, the Company has accounts payable denominated in US dollars of US$76,527, cash of US$67,757 and reclamation bonds of US$62,235. A 10% change in the Canadian dollar vs. the US dollar would give rise to a gain/loss of approximately $5,400.
16. SUBSEQUENT EVENTS
The following events occurred subsequent to the year ended April 30, 2013:
|
·
|
On May 1, 2013, 285,000 stock options were forfeited.
|
|
·
|
On May 15, 2013, 100,000 stock options were forfeited.
|
|
·
|
On May 23, 2013, 62,500 stock options expired (Note 9).
|
|
·
|
On May 31, 2013, the Company and Paragon terminated the Golden Promise Option and Joint Venture Agreement (Note 6).
|
|
·
|
On June 5, 2013, 30,000 stock options expired (Note 9).
|
|
·
|
On June 7, 2013, the Company announced that it was voluntarily delisting its common shares from the NYSE MKT. On July 1, 2013, the Company’s common shares were transferred to the OTC Markets Group’s OTCQB Marketplace. The Company continues to be listed under the symbol “CXX” on the TSX and is listed under the symbol “CRHRF” on the OTCQB (Note 1).
|
|
·
|
On June 13, 2013, 20,000 stock options were forfeited.
|
|
·
|
On June 14, 2013, 60,000 stock options were forfeited.
|
|
·
|
On July 8, 2013, 650,000 stock options were forfeited.
|
|
·
|
On July 9, 2013, the Company announced that it has terminated the LOI with Wealth Minerals Ltd. based on mutual agreement (Note 6).
|
ITEM 19. EXHIBITS
|
1.1
(1)
|
Certificate of Incorporation dated September 2, 1966
|
|
1.2
(1)
|
Memorandum dated August 31, 1966
|
|
1.3
(1)
|
Certificate of Conversion to Public Company dated February 20, 1967
|
|
1.4
(1)
|
Certificate of Name Change from Shasta Mines & Oil Ltd. (NPL) to International Shasta Resources Ltd dated February 4, 1975
|
|
1.5
(1)
|
Certificate of Name Change from International Shasta Resources Ltd. to Consolidated Shasta Resources Inc dated May 20, 1994
|
|
1.6
(1)
|
Certificate of Name Change from Consolidated Shasta Resources Inc. to Lima Gold Corporation dated November 23, 1994
|
|
1.7
(1)
|
Certificate of Name Change from Lima Gold Corporation to International Lima Resources Corp. dated September 21, 1999
|
|
1.8
(1)
|
Certificate of Name Change from International Lima Resources Corp. to Crosshair Exploration & Mining Corp. dated March 1, 2004
|
|
1.9
(1)
|
Transition Application and Notice of Articles transitioning from the former Company Act (British Columbia) to the Business Corporations Act (British Columbia) dated June 1, 2004
|
|
1.10
(1)
|
Notice of Alteration removing the Pre-Existing Company Provisions filed September 30, 2004
|
|
1.11
(1)
|
Notice of Alteration increasing the authorized share capital from 100,000,000 common shares to an unlimited number of common shares filed March 11, 2005
|
|
1.12
(1)
|
New Articles – 2004
|
|
1.13
(11)
|
Certificate of Name Change from Crosshair Exploration & Mining Corp. to Crosshair Energy Corporation dated October 28, 2011.
|
|
2.1
(11)
|
Specimen Common Share certificate
|
|
2.2
(1)
|
Sample of Warrant Terms and Conditions
|
|
3.1
(8)
|
Voting Trust Agreement between Crosshair and Expedition dated April 27, 2010
|
|
4.1
(1)
|
Victoria Lake Property Agreement between Rubicon Minerals Corp. and Crosshair dated February 14, 2003. (This agreement is in relation to the South Golden Promise Property)
|
|
4.2
(1)
|
1
st
Amended Agreement with Rubicon Minerals Corp. regarding Victoria Lake Property dated April 29, 2004. (This agreement relates to the South Golden Promise Property)
|
|
4.3
(1)
|
2
nd
Amended Agreement with Rubicon Minerals Corp. regarding Victoria Lake Property dated November 16, 2004. (This agreement relates to the South Golden Promise Property)
|
|
4.4
(2)
|
Golden Promise Agreement between Rubicon Minerals Corp. and Crosshair Exploration dated May 1, 2006
|
|
4.5
(1)
|
Amended and Restated Moran Lake Agreement between Lewis Murphy and Crosshair dated March 1, 2005
|
|
4.6
(9)
|
Stock Option Plan dated as of November 4, 2010
|
|
4.7
(9)
|
Sample Stock Option Grant Certificate
|
|
4.8
(9)
|
Management Services Agreement with King & Bay West Management Corp. (formerly Forbes West Management Corp.) dated October 1, 2010
|
|
4.9
(5)
|
Amended and Restated Shareholder Rights Plan Agreement with Computershare Investor Services Inc. dated as of November 19, 2007, as amended and restated March 31, 2008
|
|
4.10
(9)
|
Consulting Agreement with MJM Consulting and Mark J. Morabito dated March 1, 2011
|
|
4.11
|
[Intentionally left blank]
|
|
4.12
|
Purchase and Sale Agreement between Crosshair and Expedition dated July 29, 2008
|
|
4.13
(7)
|
Settlement and Release Agreement made among Expedition, Silver Spruce and Crosshair dated July 29, 2008
|
|
4.14
(6)
|
Combination Agreement made among Crosshair, 0843540 B.C. Ltd. and Target dated January 28, 2009
|
|
4.15
7)
|
Golden Promise Option and Joint Venture Agreement between Crosshair and Paragon dated April 8, 2009
|
|
4.16
(7)
|
List of Crosshair Subsidiaries
|
|
4.17
(7)
|
The Bootheel Project, LLC Exploration, Development & Mine Operating Agreement among 448018 Exploration, Inc., NFUR Bootheel, LLC, Target Exploration and Mining Corp., Ur-Energy USA Inc. and NFU Wyoming LLC dated June 7, 2007
|
|
4.18
(7)
|
Amendment No. 1 to The Bootheel Project, LLC Exploration, Development & Mine Operating Agreement dated December 21, 2007
|
|
4.19
(7)
|
Uranium Lease and Surface and Damage Agreement between 448018 Exploration, Inc. and M J Ranches dated February 5, 2008
|
|
4.20
(7)
|
Assignment of Uranium Lease and Surface and Damage Agreement between 448018 Exploration, Inc. and The Bootheel Project, LLC dated April 11, 2008
|
|
4.21
(7)
|
Surface Impact Agreement between 448018 Exploration, Inc. and M J Ranches dated February 5, 2008
|
|
4.22
(7)
|
Assignment of Surface Impact Agreement between 448018 Exploration, Inc. and The Bootheel Project, LLC dated April 11, 2008
|
|
4.23
(9)
|
Juniper Ridge Agreement between Strathmore Resources (US) Ltd., Strathmore Minerals Corp., the Company and 448018 Exploration, Inc. dated October 29, 2010
|
|
4.24
(11)
|
Moran Lake Co-Ownership Agreement between the Company and Lewis Murphy dated December 5, 2011
|
|
4.25
(10)
|
Warrant Indenture between the Company and Computershare Trust Company of Canada dated February 27, 2012
|
|
12.1
|
Section 302 CEO Certification
|
|
12.2
|
Section 302 CFO Certification
|
|
13.1
|
Section 906 CEO Certification
|
|
13.2
|
Section 906 CFO Certification
|
|
(1)
|
Filed as an exhibit to our Registration Statement on Form 20-F filed April 25, 2006.
|
|
(2)
|
Filed as an exhibit to our Registration Statement on Form 20-F filed July 21, 2006.
|
|
(3)
|
Filed as an exhibit to our Annual Report on Form 20-F filed October 31, 2006.
|
|
(4)
|
Filed as an exhibit to our Form 6-K filed April 8, 2009.
|
|
(5)
|
Filed as an exhibit to our Form 6-K filed April 16, 2008.
|
|
(6)
|
Filed as an exhibit to our Form 6-K filed January 29, 2009.
|
|
(7)
|
Filed as an exhibit to our Annual Report on Form 20-F filed June 25, 2009.
|
|
(8)
|
Filed as an exhibit to our Annual Report on Form 20-F filed July 29, 2010.
|
|
(9)
|
Filed as an exhibit to our Annual Report on Form 20-F filed July 29, 2011.
|
|
(10)
|
Filed as an exhibit to our Form 6-K filed March 5, 2012.
|
|
(11)
|
Filed as an exhibit to our Annual Report on Form 20-F filed July 24, 2012.
|
GLOSSARY OF GEOLOGICAL TERMS
The following is a glossary of certain geological terms used in this Form 20-F Annual Report:
Anomalous
means having a geochemical or geophysical character which deviates from regularity.
Anticline
means a fold with strata sloping downward on both sides from a common crest.
Archean
means of or relating to the oldest known rocks, those of the Precambrian Eon,
Basalt
means a hard, dense, dark volcanic rock composed chiefly of plagioclase, pyroxene, and olivine, and often having a glassy appearance.
Breccia
means fragmental rock whose components are angular and, therefore, as distinguished from conglomerates, are not water worn. May be sedimentary or formed by crushing or grinding along faults.
Chert
means variety of silica containing microcrystalline quartz.
Claim
means the area that confers mineral exploration/exploitation rights to the registered (mineral/mining) holder under the laws of the governing jurisdiction.
Clastic
means a sedimentary rock composed of fragments from pre-existing rock.
Conglomerate
means
a composite rock made up of particles of varying size.
Contiguous
means adjacent.
Diamond Drill
means a type of rotary drill in which the cutting is done by abrasion rather than percussion. The cutting bit is set with diamonds and is attached to the end of long hollow rods through which water is pumped to the cutting face. The drill cuts a core of rock which is recovered in long cylindrical sections, an inch or more in diameter.
Dolostone
means a sedimentary rock composed primarily of dolomite, a mineral made up of calcium, magnesium, carbon, and oxygen.
eU
3
O
8
means equivalent uranium as determined from a gamma log measured by a downhole probe. Expressing the uranium content in this manner is standard industry practice for uranium exploration in the USA.
Fault
means a fracture in a rock along which there has been relative movement between the two sides either vertically or horizontally.
Foliation
means the layered structure common to metamorphic rocks.
Fracture
means breaks in rocks due to intensive folding or faulting.
Galena
means a soft blue-gray mineral; a major source of lead.
Geological
means pertaining to geology, the study of the planet earth – the materials of which it is made, the processes that act on these materials, the products formed, and the history of the planet and its life forms since its origin.
Geochemical
means the chemistry of the composition and alterations of the solid matter of the earth or a celestial body.
Geophysics
means the study of the earth by quantitative physical methods.
Gneisses
means a banded or foliated metamorphic rock, usually of the same composition as granite.
Granite
means
plutonic igneous rock having visibly crystalline texture; generally composed of feldspar and mica and quartz
.
Graphitic
means pertaining to, containing, derived from, or resembling, graphite.
Greywacke
means a variety of sandstone generally characterized by its hardness, dark color, and poorly-sorted, angular grains of quartz, feldspar, and small rock fragments set in a compact, clay-fine matrix.
Hematite
means an iron ore that is a natural iron oxide that is reddish or brown in colour.
Host
means a rock or mineral that is older than rocks or minerals introduced into it.
Indicated Mineral Resource
- is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed. This definition is from the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral Resources and Mineral Reserves adopted on December 11, 2005.
Inferred Mineral Resource -
is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. This definition is from the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral Resources and Mineral Reserves adopted on December 11, 2005.
Intrusion
means a rock formed by having moved while in a molten state into pre-existing rocks.
Limestone
means a sedimentary rock consisting mainly of calcium that was deposited by the remains of marine animals.
Mafic
means relating to or being a dark-coloured igneous group of minerals that have high magnesium and iron content.
Mineral Resource
means a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.
Mineralization
means the concentration of metals and their chemical compounds within a body of rock.
Mudstone
means
a detrital sedimentary rock composed of clay-sized particles
.
Net Smelter Return and NSR
means
the amount of the excess, if any, of Revenue, less Costs. All or any exploration, development and mine construction costs and interest thereon are not to be charged or deducted from the NSR.
NI 43-101
means National Instrument 43-101
Standards of Disclosure for Mineral Projects
, as adopted by the Canadian Securities Administrators effective December 30, 2005.
Paleoproterozoic
means adjective implying conditions between 1.6 billon years ago and 2.5 billion years ago.
Pyrite
means
a cubic iron sulfide mineral with a brassy metallic luster that is used as an iron ore, as a source of sulfur, and in the production of sulfuric acid.
Quartz
means a mineral composed of silicon dioxide.
Sandstone
means a type of sedimentary rock made up of particles of sand, mostly quartz, bound together with a mineral cement, along with some feldspar, mica and rock debris.
Shale
means
a fine-grained detrital sedimentary rock, formed by the compaction of clay, silt, or mud
Siltstone
means a form of fine-grained sandstone consisting of compressed silt.
Soil sampling
means the systematic collection of soil samples at a series of different locations in order to study the distribution of soil geochemical values.
Stratigraphy
means Cultural remains and natural sediments become buried over time, forming strata.
Striae
means grooves on a rock surface caused by the movement of a glacier over the rock. Provides a direction for tracing boulders to their source.
Strike
means the direction or trend of a geologic structure.
Syncline
means a fold in rocks in which the rock layers dip inward from both sides toward the axis.
Tuff
means hard volcanic rock composed of compacted volcanic ash.
UTM grid
means Universal Transverse Mercator grid.
Vein
means a thin sheet-like intrusion into a fissure or crack, commonly quartz-bearing.
Volcanic
means a description of rocks originating from volcanic activity.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
CROSSHAIR ENERGY CORPORATION
/s/ Jim Crawford
By: Jim Crawford
Chief Executive Officer
Date: July 25, 2013
CERTIFICATION
I, Jim Crawford, Chief Executive Officer, certify that:
|
1.
|
I have reviewed this annual report on Form 20-F of Crosshair Energy Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design and operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
Date: July 25, 2013
|
|
"Jim Crawford"
|
|
|
Jim Crawford
|
|
|
Chief Executive Officer
|
|
|
|
CERTIFICATION
I, Samuel Yik, Chief Financial Officer, certify that:
|
1.
|
I have reviewed this annual report on Form 20-F of Crosshair Energy Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design and operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
Date: July 25, 2013
|
|
"Samuel Yik"
|
|
|
Samuel Yik
|
|
|
Chief Financial Officer
|
|
|
|
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Jim Crawford, Chief Executive Officer of Crosshair Energy Corporation (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1.
|
the annual report on Form 20-F of the Company for the year ended April 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 25, 2013
|
|
"Jim Crawford"
|
|
|
Jim Crawford
|
|
|
Chief Executive Officer
|
|
|
|
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Samuel Yik, Chief Executive Officer of Crosshair Energy Corporation (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1.
|
the annual report on Form 20-F of the Company for the year ended April 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 25, 2012
|
|
"Samuel Yik"
|
|
|
Samuel Yik
|
|
|
Chief Financial Officer
|
|
|
|
Global Crossing Airlines (QB) (USOTC:JETMF)
Historical Stock Chart
From Oct 2024 to Nov 2024
Global Crossing Airlines (QB) (USOTC:JETMF)
Historical Stock Chart
From Nov 2023 to Nov 2024
