Attached files
Exhibit
99.2
INTRODUCTION
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The
following unaudited pro forma condensed combined financial statements are
presented to illustrate the estimated effects of the acquisition by Lodestar
Mining, Incorporated (“Lodestar”) of Atlantic Green Power Corporation
(“Atlantic”), pursuant to a share exchange whereby all of the outstanding shares
of Atlantic’s common stock were exchanged for shares of Lodestar’s common stock
(the “Share Exchange”). The unaudited pro forma condensed combined
financial statements were prepared using the historical financial statements of
Lodestar and Atlantic. The unaudited pro forma condensed combined
financial information should be read in conjunction with the Lodestar unaudited
financial statements as of and for the nine months ended September 30, 2009
which are included in its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009, and the Lodestar historical audited financial statements as
of December 31, 2008 and for the year then ended which are included in its
Annual Report on Form 10-K for the year ended December 31, 2008. The financial
information of Atlantic is filed together with this Unaudited Pro Forma
Condensed Combined Financial Information on Form 8-K.
The
unaudited pro forma condensed combined balance sheet as of September 30, 2009
combines the unaudited balance sheet of Lodestar as of September 30, 2009 and
the unaudited balance sheet of Atlantic as of November 30, 2009 and assumes that
the Share Exchange was consummated on September 30, 2009.
The
unaudited pro forma condensed combined statements of operations for the year
ended December 31, 2008 and for the nine months ended September 30, 2009 assume
that the Share Exchange was consummated at the beginning of the periods
presented. The unaudited pro forma combined statement of operations
for the year ended December 31, 2008 combines the audited statement of
operations of Lodestar for the year ended December 31, 2008 with the unaudited
statements of operations of Atlantic for the period from September 17, 2009
through November 30, 2009. The unaudited pro forma combined statement
of operations for the nine months ended September 30, 2009 combines the
unaudited statement of operations of Lodestar for the nine months ended
September 30, 2009 and Atlantic for the period from September 17, 2009 through
November 30, 2009.
The
information presented in the unaudited pro forma condensed combined financial
statements does not purport to represent what our financial position or results
of operations would have been had the Share Exchange occurred as of the dates
indicated, nor is it indicative of our future financial position or results of
operations for any period. You should not rely on this information as
being indicative of the historical results that would have been achieved had the
companies always been combined or the future results that the combined company
will experience after the Share Exchange.
The
unaudited pro forma adjustments are based upon available information and certain
assumptions that we believe are reasonable under the circumstances.
1
LODESTAR
MINING, INCORPORATED AND ATLANTIC GREEN POWER CORPORATION
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER
30, 2009
|
Lodestar
Mining
Historical
|
Atlantic
Green
Historical
|
Pro
Forma
Adjustments
|
Notes | Pro
Forma
Combined
|
||||||||||||||||
|
Assets
|
||||||||||||||||||||
|
Cash
|
$ | 73 | $ | 1,186,497 | $ | (250,000 | ) | d. | $ | 936,570 | ||||||||||
|
Total
current assets
|
73 | 1,186,497 | (250,000 | ) | 936,570 | |||||||||||||||
|
Total
assets
|
$ | 73 | $ | 1,186,497 | $ | (250,000 | ) | $ | 936,570 | |||||||||||
|
Liabilities
|
||||||||||||||||||||
|
Mining
expenses payable
|
$ | 163,125 | $ | - | $ | $ | 163,125 | |||||||||||||
|
Accrued
expenses
|
453 | 7,500 | 7,953 | |||||||||||||||||
|
Total
current liabilities
|
163,578 | 7,500 | 171,078 | |||||||||||||||||
|
Stockholders’
equity (deficit):
|
||||||||||||||||||||
|
Preferred
stock at $.000001 par value:
20,000,000
shares authorized, no shares issued
or outstanding
|
- | - | - | |||||||||||||||||
|
Common
stock at $.000001 par value,
1,000,000,000
shares authorized, 20,250,500
and 43,199,750 issued and outstanding,
respectively
|
5 | 370 | 15 | a. | 43 | |||||||||||||||
| 38 | b. | |||||||||||||||||||
| (370 | ) | c. | ||||||||||||||||||
| (15 | ) | d. | ||||||||||||||||||
|
Additional
paid-in capital
|
96,594 | 1,204,552 | (15 | ) | a. | 792,477 | ||||||||||||||
| (38 | ) | b. | ||||||||||||||||||
| 370 | c. | |||||||||||||||||||
| (249,985 | ) | d. | ||||||||||||||||||
| (259,001 | ) | c. | ||||||||||||||||||
|
Deficit
accumulated during exploration stage
|
(259,001 | ) | - | 259,001 | c. | |||||||||||||||
|
Deficit
accumulated during development stage
|
(25,925 | ) | (25,925 | ) | ||||||||||||||||
|
Accumulated
other comprehensive loss:
|
||||||||||||||||||||
|
Foreign
currency translation loss
|
(1,103 | ) | (1,103 | ) | ||||||||||||||||
|
Total
stockholders’ equity (deficit)
|
(163,505 | ) | 1,178,997 | (250,000 | ) | 765,492 | ||||||||||||||
|
Total
liabilities and stockholders’ equity (deficit)
|
$ | 73 | $ | 1,186,497 | $ | (250,000 | ) | $ | 936,570 | |||||||||||
See
accompanying notes to the unaudited pro forma condensed combined financial
statements.
2
LODESTAR
MINING, INCORPORATED AND ATLANTIC GREEN POWER CORPORATION
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(LOSS)
FOR
THE YEAR ENDED DECEMBER 31, 2008
|
Lodestar
Mining
|
Atlantic
Green
|
Pro
Forma
|
Pro
Forma
|
||||||||||||
|
Historical
|
Historical
|
Adjustments
|
Combined
|
||||||||||||
|
Revenues
|
|||||||||||||||
|
Net
sales
|
$
|
-
|
$
|
-
|
$ |
|
$
|
-
|
|||||||
|
Cost
of sales
|
-
|
-
|
-
|
||||||||||||
|
Gross
profit
|
-
|
-
|
-
|
||||||||||||
|
Operating
expenses
|
|||||||||||||||
|
Mining
property costs
|
206,866
|
-
|
206,866
|
||||||||||||
|
Professional
fees
|
9,000
|
24,866
|
33,866
|
||||||||||||
|
General
and administrative expenses
|
4,414
|
1,059
|
5,473
|
||||||||||||
|
Operating
expenses
|
220,280
|
25,925
|
246,205
|
||||||||||||
|
Net
loss
|
(220,280)
|
(25,925)
|
(246,205)
|
||||||||||||
|
Other
comprehensive gain
|
|||||||||||||||
|
Foreign
currency translation gain
|
18,857
|
-
|
18,857
|
||||||||||||
|
Comprehensive
loss
|
$
|
(201,423)
|
$
|
(25,925)
|
$ |
|
$
|
(227,348)
|
|||||||
|
Net
loss per common share –
basic
and diluted
|
$
|
(0.01)
|
|
$ |
(0.00)
|
$
|
(0.01)
|
||||||||
|
Weighted
common shares outstanding – basic and diluted
|
17,821,673
|
32,972,980
|
40,770,923
|
||||||||||||
See
accompanying notes to the unaudited pro forma condensed combined financial
statements.
3
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(LOSS)
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009
|
Lodestar
Mining
|
Atlantic
Green
|
Pro
Forma
|
Pro
Forma
|
||||||||||||
|
Historical
|
Historical
|
Adjustments
|
Combined
|
||||||||||||
|
Revenues
|
|||||||||||||||
|
Net
sales
|
$
|
-
|
$
|
-
|
$ |
|
$
|
-
|
|||||||
|
Cost
of sales
|
-
|
-
|
-
|
||||||||||||
|
Gross
profit
|
-
|
-
|
-
|
||||||||||||
|
Operating
expenses
|
|||||||||||||||
|
Professional
fees
|
9,987
|
24,866
|
34,853
|
||||||||||||
|
General
and administrative expenses
|
2,445
|
1,059
|
3,504
|
||||||||||||
|
Operating
expenses
|
12,432
|
25,925
|
38,357
|
||||||||||||
|
Net
loss
|
(12,432)
|
(25,925)
|
(38,357)
|
||||||||||||
|
Other
comprehensive loss
|
|||||||||||||||
|
Foreign
currency translation loss
|
(19,960)
|
-
|
(19,960)
|
||||||||||||
|
Comprehensive
loss
|
$
|
(32,392)
|
$
|
(25,925)
|
$ |
|
$
|
(58,317)
|
|||||||
|
Net
loss per common share –
basic
and diluted
|
$
|
(0.00)
|
|
$ |
(0.00)
|
$
|
(0.00)
|
||||||||
|
Weighted
common shares outstanding – basic and diluted
|
20,250,500
|
32,972,980
|
43,199,750
|
||||||||||||
See
accompanying notes to the unaudited pro forma condensed combined financial
statements.
4
Atlantic
Green Power Holding Company
Notes to
Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 Basis
of Presentation
The
unaudited pro forma financial information of Atlantic Green Power Holding
Company (the “Company”) is presented to illustrate the estimated effects of the
acquisition of Lodestar Mining, Incorporated (“Lodestar”) of Atlantic Green
Power Corporation (“Atlantic”), pursuant to a share exchange whereby all of the
outstanding shares of Atlantic’s common stock were exchanged for shares of
Lodestar’s common stock (the “Share Exchange”). The unaudited pro
forma condensed combined financial statements were prepared using the historical
financial statements of Lodestar and Atlantic. The unaudited pro
forma condensed combined financial information should be read in conjunction
with the Lodestar unaudited financial statements as of and for the nine months
ended September 30, 2009 which are included in its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2009 and the Lodestar historical audited
financial statements as of December 31, 2008 and for the year then ended which
are included in its Annual Report on Form 10-K for the year ended December 31,
2008. The financial information of Atlantic is filed together with
this Unaudited Pro Forma Condensed Combined Financial Information on Form
8-K.
The
unaudited pro forma condensed consolidated financial information is provided for
illustrative purposes only and does not purport to represent what the actual
results of operations or the financial position of the Company would have been
had the transactions occurred on the respective dates assumed, nor is it
necessarily indicative of the Company’s future operating results or financial
position. However, the pro forma adjustments reflected in the
accompanying unaudited pro forma condensed combined financial information
reflect estimates and assumptions that the Company’s management believes to be
reasonable.
Note 2 Pro
Forma Adjustments
The
following adjustments have been reflected in the Unaudited Pro Forma Condensed
Combined Balance Sheet:
|
a.
|
To
give effect to a 1 for 5.05 forward stock split of Lodestar’s common
stock.
|
|
b.
|
To
reflect the issuance of 38,099,250 shares of Lodestar’s common stock for
the acquisition of all of the issued and outstanding common stock of
Atlantic.
|
|
c.
|
To
reclassify Lodestar’s deficit and Atlantic’s common stock as additional
paid-in capital in connection with the accounting for a reverse
acquisition.
|
|
d.
|
To
reflect the purchase of Ian McKinnon’s 15,150,000 shares of Lodestar’s
common stock for $250,000 and the subsequent retirement of such
shares.
|
5