Attached files
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EX-31.2 - GUINNESS EXPLORATION 10Q, CERTIFICATION 302, CFO - Guinness Exploration, Inc | guinnessexh31_2.htm |
EX-31.1 - GUINNESS EXPLORATION 10Q, CERTIFICATION 302, CEO - Guinness Exploration, Inc | guinnessexh31_1.htm |
EX-32.1 - GUINNESS EXPLORATION 10Q, CERTIFICATION 906, CEO/CFO - Guinness Exploration, Inc | guinnessexh32_1.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended November 30, 2010
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________________ TO _______________________
Commission File # 000-53375
GUINNESS EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0465540
(IRS Employer Identification Number)
Suite 515 - 125 Customs Street West
Auckland, New Zealand 1010
(Address of principal executive offices) (Zip Code)
(509) 252-9157
(Registrant’s telephone no., including area code)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file.
Large accelerated filer | o | Accelerated filer | o | |
Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x
The issuer had 129,325,000 shares of common stock issued and outstanding as of January 18, 2011.
GUINNESS EXPLORATION, INC.
(An Exploration Stage Company)
Table of Contents
Page
|
|||
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
QII-11
Six Month Period Ended November 30, 2010
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Consolidated Balance Sheets
November 30,
2010
(unaudited)
|
May 31,
2010
(See Note 1)
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$ | 90,486 | $ | 973,227 | ||||
Prepaid expenses
|
13,331 | 191,726 | ||||||
Total current assets
|
103,817 | 1,164,953 | ||||||
OTHER ASSETS
|
||||||||
Mineral property (Notes 2, 4, 5, 6, 7, and 9)
|
- | - | ||||||
Total other assets
|
- | - | ||||||
Total assets
|
$ | 103,817 | $ | 1,164,953 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$ | 16,035 | $ | 87,327 | ||||
Note payable (Note 5)
|
- | 471,934 | ||||||
Total current liabilities
|
$ | 16,035 | $ | 559,261 | ||||
COMMITMENTS AND CONTINGENCIES
(Notes 3, 4, 5, 6, 7, 8 and 9)
|
- | - | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Preferred shares, 100,000,000 shares authorized with par value $0.001 authorized, 0 shares issued and outstanding
|
$ | - | $ | - | ||||
Common shares, 500,000,000 shares with par value $0.001 authorized, 129,325,000 and 134,325,000 issued and outstanding at November 30, 2010 and May 31, 2010, respectively (Note 7)
|
129,325 | 134,325 | ||||||
Paid-in Capital
|
1,985,975 | 1,980,975 | ||||||
Accumulated deficit in the exploration stage
|
(2,027,518 | ) | (1,509,608 | ) | ||||
Total stockholders’ equity (deficit)
|
$ | 87,782 | $ | 605,692 | ||||
Total liabilities and stockholders’ equity (deficit)
|
$ | 103,817 | $ | 1,164,953 |
The accompanying notes to financial statements are an integral part of these consolidated financial statements
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Consolidated Statements of Operations
(Unaudited)
Three months
ended
November 30, 2010
|
Three months
ended
November 30, 2009
|
Six months
ended
November 30, 2010
|
Six months
ended
November 30, 2009
|
July 15, 2005
(inception)
through
November 30, 2010
|
||||||||||||||||
EXPENSES:
|
||||||||||||||||||||
Exploration costs
|
$ | 314,526 | $ | - | $ | 800,084 | $ | - | $ | 977,499 | ||||||||||
Professional fees
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33,303 | 8,068 | 82,747 | 13,751 | 297,917 | |||||||||||||||
Administrative expenses
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22,318 | 2,039 | 57,801 | 2,822 | 98,837 | |||||||||||||||
Investor relations
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28,359 | 1,430 | 49,212 | 1,430 | 95,508 | |||||||||||||||
Impairments on mineral properties (Note 9)
|
- | - | - | - | 1,021,653 | |||||||||||||||
Total expenses
|
398,506 | 11,537 | 989,844 | 18,003 | 2,491,414 | |||||||||||||||
Net (loss) from Operations
|
$ | (398,506 | ) | $ | (11,537 | ) | $ | (989,844 | ) | $ | (18,003 | ) | $ | (2,491,414 | ) | |||||
OTHER INCOME (EXPENSE):
|
||||||||||||||||||||
Cancelation of debt relating to property purchase
|
- | - | 471,934 | - | 471,934 | |||||||||||||||
Interest expense
|
- | (1,098 | ) | - | (2,185 | ) | (8,037 | ) | ||||||||||||
Net (loss)
|
$ | (398,506 | ) | $ | (12,635 | ) | $ | (517,910 | ) | $ | (20,188 | ) | $ | (2,027,517 | ) | |||||
Loss per common share | $ | Nil | $ | Nil | $ | Nil | $ | Nil | ||||||||||||
Weighted average shares outstanding
|
134,297,678 | 71,825,000 | 134,297,678 | 71,825,000 |
The accompanying notes to financial statements are an integral part of these consolidated financial statements
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
Six months
ended
November 30, 2010
|
Six months
ended
November 30, 2009
|
July 15, 2005
(inception)
through
November 30, 2010
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss for the period
|
$ | (517,910 | ) | $ | (20,188 | ) | $ | (2,027,517 | ) | |||
Reconciling adjustments:
|
||||||||||||
Adjustments to reconcile net loss
|
||||||||||||
to net cash used in operating activities:
|
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Cancelation of debt
|
(471,934 | ) | — | (471,934 | ) | |||||||
Accrued interest on shareholder loans
|
— | 2,185 | — | |||||||||
Mineral properties impairments
|
— | — | 1,021,653 | |||||||||
Net change in operating assets and liabilities
|
||||||||||||
Prepaid expenses
|
178,395 | (378 | ) | (13,332 | ) | |||||||
Accounts payable and accrued expenses
|
(71,292 | ) | 1,836 | 16,035 | ||||||||
Net cash (used) by operating activities
|
(882,741 | ) | (16,545 | ) | (1,475,095 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Payments for Mineral Properties
|
— | — | (487,919 | ) | ||||||||
Net cash (used) by investing activities
|
— | — | (487,919 | ) | ||||||||
Cash flows from financing activities:
|
||||||||||||
Common stock issued for cash
|
— | — | 2,053,500 | |||||||||
Net cash provided by financing activities
|
— | — | 2,053,500 | |||||||||
Net increase (decrease) in cash
|
(882,741 | ) | (16,545 | ) | 90,486 | |||||||
Cash, beginning of period
|
973,227 | 20,638 | — | |||||||||
Cash, end of period
|
$ | 90,486 | $ | 4,093 | $ | 90,486 |
The accompanying notes to financial statements are an integral part of these consolidated financial statements
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Consolidated Supplemental Disclosure of Cash Flow Information
(Unaudited)
Six months
ended
November 30, 2010
|
Six months
ended
November 30, 2009
|
July 15, 2005
(inception)
through
November 30, 2010
|
||||||||||
Cash paid for interest
|
$ | — | $ | — | $ | 8,037 |
Consolidated Supplemental Disclosure of Non-cash Investing and Financing Activities
(Unaudited)
Six months
ended
November 30, 2010
|
Six months
ended
November 30, 2009
|
July 15, 2005
(inception)
through
November 30, 2010
|
||||||||||
Common stock issued for property purchase payment
|
$ | — | $ | — | $ | 61,800 | ||||||
Note payable issued for property purchase payment
|
— | — | 471,934 | |||||||||
Cancellation of debt
|
(471,934 | ) | — | (471,934 | ) |
The accompanying notes to financial statements are an integral part of these consolidated financial statements
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 – Basis of Presentation
The financial statements included herein have been prepared by Guinness Exploration, Inc. (“Guinness”, “We”, the “Registrant”, or the “Company”) in accordance with accounting principles generally accepted in the United States for interim financial information. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the May 31, 2010 audited financial statements and the accompanying notes included in the Company’s Form 10-K filed with the Commission. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be followed by the Company later in the year. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods included, and are of a normal recurring nature. Amounts shown for May 31, 2010 are based upon the audited financial statements of that date.
Exploration Stage Activities
The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The Company was formed for the purposes of acquiring exploration and development stage mineral properties. The Company began exploration operations during fiscal 2010 in Yukon, Canada.
Note 2 – Summary of Significant Accounting Policies
This summary of significant accounting policies is presented to assist in understanding Guinness Exploration Inc.’s financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements, which are stated in U.S. Dollars.
The financial statements reflect the following significant accounting policies:
Exploration Stage Company
The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
Exploration Costs and Mineral Property Right Acquisitions
The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
Consolidation of Financial Statements
These financial statements include the accounts of the Company and its subsidiary Nantawa Resources Inc., on a consolidated basis. All inter-company accounts have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Basic and Diluted Net Loss per Share
Basic loss per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss available to common stockholders by common stock equivalents.
At November 30, 2010, common stock equivalents outstanding included 2,500,000 common share purchase warrants. These warrants were issued as part of two unit offerings which completed on February 10, 2010 and May 10, 2010. These offerings were respectively comprised of 1,875,000 Units priced at US$0.80 per Unit; and 625,000 Units priced at US$0.80 per Unit. In each offering, each Unit consisted of one share of common stock of Guinness (each, a "Share"); and one common share purchase warrant (each a “Warrant”) subject to adjustment for stock splits, or stock dividends. Each whole Warrant is non-transferable and entitles the holder to purchase one common share of Guinness (each, a “Warrant Share”), as presently constituted, for a period of twenty four months beginning February 10, 2010 and May 10, 2010, respectively, at a price per Warrant Share of US$2.00. These Units were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and Guinness did not engage in any general solicitation or advertising regarding this Unit offering.
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
Diluted and Basic weighted average shares are the same, as any inclusion of the common stock equivalents would be anti-dilutive.
Estimated Fair Value of Financial Instruments
The carrying value of accounts payable, and other financial instruments reflected in the financial statements approximates fair value due to the short-term maturity of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Income Taxes
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted rates in effect in the years during which the differences are expected to reverse and upon the possible realization of net operating loss carry-forwards. Additionally, the Company has not recognized any amount for a tax position taken or expected to be taken on its tax return, or for any interest or penalties.
Valuation of Long-Lived Assets
The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of un-depreciated balances through measurement of undiscounted operation cash flows on a basis consistent with accounting principles generally accepted in the United States of America.
Start-up Costs
The Company expenses the cost of start-up activities, including organizational costs, as those costs are incurred.
Foreign Currency
The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statements of Operations:
|
(i)
|
Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;
|
|
(ii)
|
Non-Monetary items including equity are recorded at the historical rate of exchange; and
|
|
(iii)
|
Revenues and expenses are recorded at the period average in which the transaction occurred.
|
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
Cash and Cash Equivalents
The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days or less.
Recent Accounting Pronouncements
We do not expect the adoption of any recent accounting pronouncements to have a material effect on the financial statements of the Company.
Note 3 – Going Concern
Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company had a net loss for the six month period ended November 30, 2010, of $(398,506). Additionally it has accumulated operating losses since its inception and has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. As of November 30, 2010, we projected the Company would need additional cash resources to operate during the upcoming 12 months. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Note 4 – Acquisition of Mineral Properties
Nantawa Agreement, as amended
On November 19, 2009, and as amended on February 4, 2010, the Company signed the Nantawa Agreement for purchase of a 65% ownership interest in two exploration properties in Yukon, Canada. The agreement also includes an option (the “Option”) for Guinness to increase its ownership in the properties by 35%. A copy of which agreement, and the February 4, 2010 Amendment (collectively the “Agreement”), was filed as an Exhibit to a Form 8-K filed April 9, 2010. The terms of the Nantawa Agreement specify Guinness’ wholly owned Yukon subsidiary Nantawa Resources Inc. will receive a 65% interest in the Nantawa properties in return for payment to Eagle Trail Properties Inc. (‘ETPI’) of $1,005,668 (comprised of: $943,868 cash, plus 60,000,000 restricted common shares of Guinness valued at US$0.00103 per share for a total share value of $61,800). These payments are to be made over a 12 month period in two equal installments of $471,934; plus immediate issuance to ETPI of the 60 million restricted common shares. Subsequently, Guinness was required to make a deposit of $951 to maintain the Option and then incur
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
exploration expenditures of $1,895,735 million over a two year period to earn an additional 35% interest. ETPI will retain a 3% Net Smelter Royalty. To confirm the cash payments owed by us to ETPI, we provided ETPI with a Promissory Note (the “Note”), stating our indebtedness to ETPI in the amount of $943,868. This Promissory Note was filed as Exhibit 10.3 with a Current Report on Form 8-K on April 9, 2010. To account for this event, $1,005,668 was entered as a mineral property asset, with a corresponding note payable entry. As of November 30, 2010, the Company had insufficient geological evidence, and therefore performed an impairment analysis. Based on that analysis, the Company has recorded an impairment loss on the mineral property asset.
On December 29, 2009, to fulfill payment terms of the Nantawa Agreement, the Company issued 60,000,000 restricted shares of its common stock valued at $0.00103 per share to ETPI and made payment of $951 to ETPI. Subsequently on February 12, 2010, the Company paid ETPI $471,934.
Nantawa Modification Agreement
On October 12, 2010, the Company signed the Nantawa Modification Agreement with ETPI in which Guinness received full vesting of a 49% interest in 175 full or fractional mineral claims/leases located in the Mount Nansen area of the Whitehorse Mining District of the Yukon Territory, Canada (the “Mineral Claims”). The other 51% interest in the Mineral Claims was retained by ETPI. The Mineral Claims had been part of the Nantawa Agreement signed between the Company and ETPI on November 19, 2009 and amended February 4, 2010, under which the Company acquired the right to purchase the Mineral Claims and an additional set of 47 mineral claims/leases (the “Tawa Claims”) from ETPI for total consideration of US$1,005,668 (comprised of: US$943,868 cash, plus 60,000,000 restricted common shares of Guinness valued at US$0.00103 per share for a total share value of $61,800). A remaining cash payment of $471,934 under the Nantawa Agreement was due by November 30, 2010 and the Company projected it would not have the resources to fulfill the second payment by November 30, 2010 and the Board determined it was in the best interests of the Company to negotiate revised purchase terms from ETPI for the Mineral Claims. To provide consideration to ETPI, the Company agreed to waive its rights under the Nantawa Agreement to the Tawa Claims, which had lapsed while in trust with ETPI. The Nantawa Modification Agreement had the net effect of resolving the Tawa Claims matter between Guinness and ETPI and has provided the Company an immediate vesting of a 49% interest in the Mineral Claims without the requirement to make further payments to ETPI.
Due to the elimination by ETPI on October 12, 2010 of the requirement for a payment by Guinness of $471,934 by November 30, 2010, these financial statements for the period ended November 30, 2010 include an entry to eliminate this liability. A corresponding cancelation of debt income of $471,934 has also been recorded. Per the terms of the Nantawa Modification Agreement, ETPI has also submitted to the Company, and the Company has cancelled, 5,000,000 of the 60,000,000 restricted common shares previously issued to ETPI as a property payment. This cancellation was recorded through a reduction in Paid in Capital of $5,150.
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
Note 5 – Charlotte Project Joint Venture Letter of Intent
On October 12, 2010 the Company executed a Letter of Intent (“LOI”) with Ansell Capital Corp. (“Ansell”), TSX: ACP, and ETPI wherein Ansell will provide funding for development of the Charlotte Project (formerly named the “Nantawa Project”) in the Mount Nansen area of the Whitehorse Mining Division, of the Yukon Territory.
Under the LOI, Ansell will be allowed to acquire up to an 85% undivided interest in the 128 mineral claims which form the Charlotte Project. 49% of the interest to be acquired, can be acquired by Ansell paying to Eagle Trail the sum of $1,000,000 (all dollar figures in this Note 5 converted from Cdn$ at par), issuing 12,000,000 units of Ansell to Eagle Trail and by expending $5,000,000 on exploration of the Property within 3 years from the LOI Effective Date, of which $2,000,000 is to be spent in the first year. Of the cash consideration, $500,000 is payable on the LOI Effective Date and the remainder is payable 14 months thereafter. The 12,000,000 units of Ansell are due to be issued to Eagle Trail on the LOI Effective Date. Each unit of Ansell to be issued to Eagle Trail will consist of one common share and 0.67 share purchase warrants with one full warrant being exercisable to purchase one additional common share of Ansell at a price of $0.30 in the first year and $0.35 in the second year.
Upon approval by the Canadian TSX Venture Exchange, Ansell will become the Operator of the project. Subject to Ansell first acquiring the 49% undivided interest in and to the Property, Ansell has received the further right to increase its interests to an 85% undivided interest of which 26% can be earned by Ansell delivering to Eagle Trail and Guinness a bankable Feasibility Study on the Property and the final 10% can be earned by Ansell placing the Charlotte Project into commercial production. The Transaction is subject to prior TSX Venture Exchange approval and for the purposes of the LOI, the Effective Date is defined in the LOI as the date TSX Venture Exchange approval is obtained to the Transaction. Under the Nantawa Agreement between Guinness and Eagle Trails signed November 19, 2009, the Charlotte Project was encumbered with a 3% net smelter royalty (“NSR”) due and payable to Eagle Trail. Under the LOI, Ansell has acquired the right to purchase 1% of this NSR in consideration of the sum of $1,500,000 provided Ansell has first acquired a 75% undivided interest in and to the Charlotte Project. Subject to Ansell acquiring an 85% interest in and to the Charlotte Project, Guinness will retain a 7% carried working interest in and to the Charlotte Project and Eagle Trail will retain an 8% carried working interest.
Note 6 – Note Payable
To confirm the cash payments owed by us to ETPI under the Nantawa Agreement, we provided ETPI with a Promissory Note, stating our indebtedness to ETPI in the amount of $943,868. To fulfill our first payment, on February 12, 2010 the Company paid to ETPI $471,934, which was prior to the first installment payment deadline of May 31, 2010. The second installment of $471,934 on the Note was waived by ETPI under that Nantawa Modification Agreement and no further property payments are owing to ETPI.
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
Note 7 – Common Stock
On February 7, 2006, the Company issued 3,000,000 shares of its common stock to its President for cash. This transaction was valued at a board approved value of $0.001 per share for total proceeds of $3,000.
During the fiscal year ending May 31, 2006, the Company issued 2,525,000 shares of its common stock in a private offering at $0.02 per share for total proceeds of $50,500.
On May 26, 2008, the Company declared a 12 for 1 stock dividend. The Record date and Payment date for this stock dividend were June 4, 2008 and June 6, 2008 respectively. The Company instructed its Transfer Agent to round up to one for any fractional interest which resulted in the calculation of the dividend. This dividend had the effect of increasing the issued and outstanding share capital of the Company from 5,525,000 shares to 71,825,000 shares. All references in these financial statements to stock issued and stock outstanding have been retroactively adjusted as if the stock dividend had taken place on July 15, 2005 (inception).
On November 30, 2009, the Company submitted to a vote of the Company's security holders a proposal to increase the authorized common shares limit of the Company from 75,000,000 to 500,000,000 and add authorization for issuance of up to 100,000,000 preferred shares, par value $0.001, for which the Board of Directors may fix and determine the designations, rights, preferences or other variation to each class or series within each class of preferred shares. Shareholder approval for this change was received November 26, 2009 and a Definitive 14C was filed with the Securities Exchange Commission on December 9, 2009.
On December 29, 2009 to fulfill one of the payment terms of the Nantawa Agreement, the Company issued 60,000,000 restricted shares of its common stock valued at $0.00103 per share to Eagle Trail Properties, Inc. representing aggregate proceeds of $61,800. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended and the Company did not engage in any general solicitation or advertising regarding these shares.
On February 10, 2010 Guinness completed a private placement which raised aggregate proceeds of $1,500,000 and was comprised a unit (‘Unit’) sale by Guinness of 1,875,000 Units priced at $0.80 per Unit. Each Unit consists of one common stock of Guinness (each, a "Share"); and one common share purchase warrant (each a “Warrant”) subject to adjustment for stock splits, or stock dividends. Each whole Warrant is non-transferable and entitles the holder to purchase one common share of Guinness (each, a “Warrant Share”), as presently constituted, for a period of twenty four months beginning February 10, 2010 at a price per Warrant Share of $2.00. These Units are being issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and Guinness did not engage in any general solicitation or advertising regarding this Unit offering.
On May 10, 2010 Guinness completed a private placement which raised aggregate proceeds of $500,000 and was comprised a unit (‘Unit’) sale by Guinness of 625,000 Units priced at $0.80 per Unit. Each Unit consists of one common stock of Guinness (each, a "Share"); and one common share purchase warrant (each a “Warrant”) subject to adjustment
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
for stock splits, or stock dividends. Each whole Warrant is non-transferable and entitles the holder to purchase one common share of Guinness (each, a “Warrant Share”), as presently constituted, for a period of twenty four months beginning May 10, 2010 at a price per Warrant Share of $2.00. These Units are being issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and Guinness did not engage in any general solicitation or advertising regarding this Unit offering.
Per the terms of the Nantawa Modification Agreement executed on October 12, 2010, ETPI submitted to the Company, and the Company has cancelled, 5,000,000 of the 60,000,000 restricted common shares previously issued to ETPI as a property payment. This cancellation was recorded through a reduction in Paid in Capital of $5,150.
Note 8 - Stock Options
On July 12, 2010, the board approved and adopted the Company’s 2010 Equity Incentive Plan (the “Plan”), pursuant to which up to an aggregate of 10,000,000 options with a maximum exercise term of 10 years for 10,000,000 shares of the Corporation’s common stock are reserved for issuance to employees and non-employees, directors of, and consultants to the Company in connection with their retention and/or continued employment by the Company. No options under the Plan have vested.
On September 19, 2010, the Board approved option grants to Directors, Officers and staff totalling 4,450,000 Options for purchase of 4,450,000 common shares of the Company. These Options have terms of between 5 to 10 years; exercise prices ranging between $0.33 to $0.363 per share; and all vest either in two equal parts on May 31, 2011 and May 31, 2012, or fully in the event of a takeover offer or sale of a significant body of assets of the Company. Total compensation expense for these options grants has been calculated as $454,952 based on a valuation using a Black-Scholes option pricing model.
Mr. Alastair Brown, who is President and CEO of the Company and who classifies as a ‘10% shareholder’ for regulatory purposes, has received a grant of 2,000,000 options to purchase 2,000,000 common shares of Guinness at a price of $0.363 per share, with vesting of 1,000,000 options on May 31, 2011 and 1,000,000 options on May 31, 2012.
At November 30, 2010, a total of 4,450,000 options to purchase 4,450,000 shares had been issued. These options were comprised of: 1,500,000 ‘Incentive Stock Options’ issued to employees; 950,000 ‘Non-Qualified Stock Options’ issued to non-employee contractors; and 2,000,000 to Alastair Brown, who is not eligible for ‘Incentive Option status’ because he is a 10% shareholder of the Company.
A summary of changes in issued and outstanding stock options for the six month period ended November 30, 2010 is as follows:
GUINNESS EXPLORATION, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
Options Outstanding
|
Weighted Average Exercise Price
|
|||||||
Balance at May 31, 201
|
Nil
|
- | ||||||
Granted
|
4,450,000 | $ | 0.343 | |||||
Exercised
|
Nil
|
- | ||||||
Cancelled/expired
|
Nil
|
- | ||||||
Balance at November 30, 2010
|
4,450,000 | $ | 0.343 |
The following table summarizes information about the options issued and outstanding at November 30, 2010:
Options Outstanding
|
Options Exercisable
|
||||||||||||||||||||||
Exercise Prices
|
Options Outstanding
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life (years)
|
Options
Outstanding(1)
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life (years)
|
|||||||||||||||||
$ | 0.33 | 1,500,000 | $ | 0.330 | 10.0 |
Nil
|
n/a | n/a | |||||||||||||||
$ | 0.36 | 2,950,000 | $ | 0.363 | 10.0 |
Nil
|
n/a | n/a | |||||||||||||||
Totals
|
4,450,000 | $ | 0.343 | 10.0 |
Nil
|
n/a | n/a |
Notes: | |
(1) | No options vest until May 31, 2011. |
Note 9 – Impairments on Mineral Properties
On July 17, 2008, the Company determined it should abandon the mineral property asset which consisted of 100% ownership of a uranium mineral property staked in Saskatchewan, Canada. An impairment loss of $15,985 is reflected in the attached statement of operations.
As of May 31, 2010, the Company formalized its debt to ETPI by signing a promissory note in the amount of $943,868 plus share payments with a deemed value of $61,800. To account for this event, $1,005,668 was entered as a mineral property asset, with a corresponding note payable entry. As of May 31, 2010, the Company had insufficient geological evidence, and therefore performed an impairment analysis. Based on that analysis, the Company has recorded an impairment loss on the mineral property asset of $1,005,668.
ITEM 2. MANAGEMENTS’ DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This quarterly report on Form 10-Q contains "forward-looking statements" relating to the registrant which represent the registrant's current expectations or beliefs including, statements concerning registrant’s operations, performance, financial condition and growth. Certain information contained herein, including any information as to our strategy, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute "forward-looking statements.” All statements, other than statements of historical fact, are forward-looking statements. The words "believe," "expect," "will," "anticipate," "contemplate," "target," "plan," "continue,” "budget," "may," "intend," "estimate," “project” and similar expressions identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays beyond the company's control with respect to mining operations, changes in the worldwide price of certain commodities; legislative, political or economic developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in connection with mining or development activities; employee relations; contests over title to properties; and the risks involved in the exploration, development and mining business. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
Overview
Guinness Exploration, Inc. (“Guinness”, “We”, the “Registrant”, or the “Company”) was incorporated in the State of Nevada on July 15, 2005 and incorporated its subsidiary, Nantawa Resources Inc., in Yukon, Canada on November 6, 2009. Guinness Exploration Inc. trades on the OTC-BB under the symbol GNXP.
Our financial statements are prepared in accordance with U.S. generally accepted accounting principles and we have expensed all development expenses related to the establishment of the company. Our fiscal year end is May 31st.
Since inception the Company has not been involved in any bankruptcy, receivership or similar proceedings.
Since inception the Company has not been involved in any reclassification, consolidation, or merger arrangements.
Assay Results
Assay results from the Company’s summer exploration program, as previously issued in press releases, are as follows:
Assays Set #1:
The Company reported it had completed its 2010 drill program at its Charlotte Project near Mt. Nansen in the Yukon Territory, Canada. Core drilling was conducted to confirm prior drill intercepts and to expand on known gold and silver mineralization along strike and down dip. The Company completed a total of 1,451.68 metres in fourteen diamond drill holes in the Flex zone, one of five known mineralized zones on the property.
The drill holes were chosen specifically to test a 450m strike length of the Flex Zone at various depths. The holes tested gold and silver grades and thicknesses to confirm previously drilled holes (to view a map of the property, drill hole locations and other information, visit www.guinnessexploration.com).
New holes confirmed and previous holes as set out below:
2010 confirmation holes
|
Previous holes
|
|
DDH 10-240
|
DDH 98-193
|
|
DDH 10-241
|
DDH 98-194
|
|
DDH 10-242
|
DDH 86-30
|
|
DDH 10-243
|
DDH 94-139
|
|
DDH 10-244
|
DDH 95-164
|
|
DDH 10-245
|
DDH 94-141
|
Results are tabulated below. The 2010 confirmation holes are shown in regular font, with increased widths shown in bold font. Results of the previous holes are shown in an italics font for comparison on a hole by hole basis.
Drill Hole #
|
Dip
|
Azimuth
|
From:
|
To:
|
Width
|
Au (g/t)
|
Ag (g/t)
|
|
DDH-10-240
|
-50 degrees
|
078
|
59.6
|
90.85
|
31.25
|
1.66
|
67.91
|
|
Including
|
66.3
|
68
|
1.7
|
13.14
|
778.03
|
|||
73.5
|
74.35
|
0.85
|
3.09
|
81.6
|
||||
78.8
|
79.3
|
0.5
|
8.68
|
172.9
|
||||
89.9
|
90.85
|
0.95
|
2.21
|
103.6
|
||||
and
|
96
|
97.75
|
1.75
|
1.89
|
60
|
|||
confirming DDH 98-193
|
12.3
|
6.82
|
266.65
|
(continued)
Drill Hole #
|
Dip
|
Azimuth
|
From:
|
To:
|
Width
|
Au (g/t)
|
Ag (g/t)
|
|
DDH-10-241
|
-50 degrees
|
078
|
58.25
|
82.5
|
24.25
|
1.77
|
115.96
|
|
Including
|
64.75
|
64.95
|
0.2
|
22.8
|
2946
|
|||
67.15
|
68.6
|
1.45
|
2.56
|
97.4
|
||||
81.6
|
82.5
|
0.9
|
23.81
|
973.44
|
||||
confirming DDH 98-194
|
9.9
|
5.9
|
87.1
|
|||||
DDH-10-242
|
-50 degrees
|
045
|
15.85
|
21.5
|
5.65
|
8.61
|
186.2
|
|
Including
|
15.85
|
17.95
|
2.1
|
9.73
|
337
|
|||
19.4
|
21.5
|
2.1
|
12.92
|
152.23
|
||||
36
|
36.7
|
0.7
|
3.56
|
58.8
|
||||
confirming DDH 86-30
|
8.07
|
3.85
|
209.13
|
|||||
DDH-10-243
|
-50 degrees
|
045
|
19.45
|
48.35
|
28.9
|
5.06
|
138.09
|
|
Including
|
28.35
|
31.4
|
3.05
|
14.02
|
28.57
|
|||
33.25
|
34.65
|
1.4
|
6.58
|
298
|
||||
37.5
|
40.55
|
3.05
|
14.3
|
55.5
|
||||
46.05
|
48.35
|
2.3
|
11.8
|
1215
|
||||
confirming DDH 94-139
|
22.05
|
4.15
|
161.24
|
|||||
DDH-10-244
|
-50 degrees
|
045
|
12.2
|
20.75
|
8.55
|
2.19
|
64.2
|
|
Including
|
14.55
|
15.75
|
1.2
|
4.37
|
193
|
|||
confirming DDH 95-164
|
10.01
|
5.31
|
70.9
|
|||||
DDH-10-245
|
-60 degrees
|
045
|
57
|
62.35
|
5.35
|
20.91
|
131.54
|
|
Including
|
58.8
|
61.85
|
3.05
|
35.6
|
18.1
|
|||
confirming DDH 94-141
|
7.62
|
6.01
|
246.12
|
The Flex Zone occurs as two sub-parallel anastamosing quartz-sulfide vein systems, known historically as the “Hanging Wall” and “Footwall” veins. Veins host strong gold and silver mineralization associated primarily with pyrite and lesser arsenopyrite, stibnite, galena and sphalerite. Veins often exhibit propylitic, phyillic, argillic and silicic alteration in broad alteration envelopes.
The Flex Zone is hosted in an assemblage of metamorphic rocks comprised dominantly of quartz-feldspar+/-chlorite gneiss which grades locally into quartzite. Dark green amphbolite gneiss, comprised of equal parts plagioclase and actinolite, is commonly intercalated with the quartz-feldspar gneiss. These older rocks are cut by narrow quartz-feldspar dykes and sills. The north end of the Flex Zone, in the vicinity of 10-240 and 241, is underlain by a quartz-feldspar porphyry stock at depth.
Guinness management is extremely pleased with these initial results. Consulting geologist John Hiner commented, “We are well pleased with the level of gold and silver values, and the values match well with previous results. Although these intersections are not true widths, we have confirmed the mineralized zones in all five holes, and have increased
mineralized thicknesses in three of the five holes reported to date. These zones are substantially wider than has been reported previously, and we believe we have now demonstrated that there is an excellent opportunity to define a bulk-mineable deposit at this project.”
Assays Set #2:
The Company reported on the final eight holes completed during its 2010 drill program at the Company’s Charlotte Project near Mt. Nansen in the Yukon Territory, Canada. As reported in the news release dated October 18, 2010, core drilling was conducted to confirm prior drill intercepts and to expand on known gold and silver mineralization along strike and downdip. The Company completed a total of 1,451.68 metres in fourteen diamond drill holes in the Flex zone, one of five known mineralized zones on the property.
Core holes DDH-10-246 through DDH-10-253 were drilled as twins of previous holes or infills along strike. Holes 246 and 247 were planned to confirm previously encountered mineralization at the southeast end of the Flex Zone. The other holes were drilled to test for extensions of gold and silver mineralization downdip from known mineralization. The holes are described in more detail as follows:
DDH-10-246 was drilled to confirm the southeast extension of the Flex Zone. However due to poor hole conditions, the hole was abandoned before intersecting the target mineralized zone.
DDH-10-247 was a 35 metre step out to the northwest of the prior hole, and was planned as an infill hole on the Flex Zone. This hole also had to be abandoned due to poor ground conditions prior to reaching the mineralized zone.
DDH-10-248 was drilled from the same drill pad as hole DDH-10-240, which was a twin of hole 98-193. This hole was steepened to pierce the mineralized zone 75 metres downdip from the surface and 25 metres below hole 98-193.
DDH-10-249 was located to test a 25 metre downdip extension of mineralization encountered in historic hole 98-192.
DDH-10-250 was located at the same location as DDH-10-249, but steepened to test mineralization 75 metres downdip from the surface and 25 metres below hole 98-192.
DDH-10-251 was drilled at the same location as historic hole 98-195, but steepened to test the mineralization at 75 metres depth.
DDH-10-252 was drilled at the same site as historic hole 98-196, but steepened to test the mineralized zone at 75 metres depth.
DDH-10-253 was located 50 metres west of DDH-10-240 and DDH-10-248 to test gold and silver mineralization at 125 metres depth.
Gold and silver assays for the holes are tabulated below:
Hole Number
|
Azimuth
(degrees)
|
Dip
(Degrees)
|
From:
|
To:
|
Length (m)
|
Au (ppm)
|
Ag (ppm)
|
|
DDH-10-246
|
078
|
-50
|
26.3
|
42.05
|
15.75
|
0.71
|
49.0
|
|
Including:
|
37.50
|
38.80
|
1.30
|
2.90
|
3.10
|
|||
38.80
|
39.25
|
0.45
|
5.68
|
7.40
|
||||
Twin of hole 98-239
|
8.40
|
3.63
|
114
|
|||||
DDH-10-247
|
078
|
-50
|
No Significant Assays
|
|||||
35 metre step-out from of hole 98-239
|
8.40
|
3.63
|
114
|
|||||
DDH-10-248
|
078
|
-65
|
83.30
|
91.90
|
8.60
|
3.25
|
241
|
|
Including:
|
83.30
|
84.00
|
0.70
|
1.36
|
13.1
|
|||
84.00
|
85.00
|
1.00
|
3.35
|
129
|
||||
86.70
|
87.45
|
0.75
|
5.00
|
188
|
||||
87.45
|
88.45
|
1.00
|
5.70
|
630
|
||||
DDH-10-248
|
078
|
-65
|
101.4
|
115.65
|
14.25
|
2.13
|
82.8
|
|
Including:
|
112.65
|
113.5
|
0.85
|
22.6
|
1078
|
|||
Test Below 98-193
|
12.3
|
6.8
|
267
|
|||||
DDH-10-249
|
078
|
-48.8
|
76.15
|
83.65
|
7.50
|
3.81
|
38.2
|
|
Including:
|
77.15
|
78.15
|
1
|
3.02
|
125
|
|||
78.15
|
78.65
|
0.50
|
6.06
|
22.5
|
||||
DDH-10-249
|
078
|
-48.8
|
86.4
|
91.4
|
5.00
|
3.52
|
119
|
|
Including:
|
87.40
|
87.90
|
0.50
|
24.4
|
1058
|
|||
Test below 98-192
|
14.3
|
1.01
|
29.3
|
|||||
DDH-10-250
|
076
|
-65
|
83.00
|
100.40
|
17.40
|
2.34
|
78.7
|
|
Including:
|
91.40
|
92.12
|
0.72
|
6.00
|
492
|
|||
92.99
|
93.65
|
0.66
|
4.56
|
8.70
|
||||
93.65
|
94.10
|
0.45
|
23.1
|
527
|
||||
94.72
|
96.95
|
2.23
|
5.10
|
149
|
||||
DDH-10-250
|
076
|
-65
|
111.5
|
112.5
|
1.00
|
0.15
|
26.6
|
|
DDH-10-250
|
076
|
-65
|
115
|
119.8
|
4.80
|
0.51
|
22.9
|
|
Test Below 98-192
|
14.30
|
1.01
|
29.3
|
|||||
DDH-10-251
|
078
|
-65
|
101.5
|
116.74
|
15.24
|
0.72
|
34.5
|
|
Including:
|
114.75
|
116.74
|
1.99
|
2.05
|
184
|
|||
Test below 98-195
|
13.6
|
1.2
|
52.7
|
|||||
DDH-10-252
|
078
|
-65
|
96.15
|
101.6
|
5.45
|
1.12
|
39.9
|
|
Including:
|
99
|
100.2
|
1.2
|
2.22
|
86.6
|
|||
Test below 98-196
|
2.5
|
1.65
|
73.4
|
|||||
DDH-10-253
|
078
|
-65
|
157.55
|
163.98
|
6.43
|
1.40
|
17.8
|
|
Including:
|
161.27
|
162.55
|
1.28
|
2.07
|
12.7
|
|||
162.55
|
163.98
|
1.43
|
3.02
|
4.00
|
||||
Step-out test of 98-193
|
12.3
|
6.8
|
267
|
Consulting geologist John Hiner commented, “Other than holes 246 and 247, which we had to abandon due to hole condition and mechanical problems, the drill holes encountered excellent gold and silver grades over potentially mineable widths. We are highly encouraged by the fact that all of the holes that tested mineralization downdip intersected strong mineralization.” Mr. Hiner continued, “we believe that the gold and silver mineralization we have encountered in both our confirmation drilling and our step outs along strike and downdip demonstrate the potential to develop a bulk-mineable resource at Charlotte.”
Assays Set #3:
The Company reported on the assay results from trenching numerous mineralized zones at the Company’s Charlotte Project, Yukon Territory, Canada. Trenches were cut at the Huestis, Webber, Cabin, Orloff-King, Dickson, and GRW zones. Trench results confirm or extend known mineralization at the Huestis and Webber zones. Trenches at the Cabin, Orloff-King, and GRW zones have successfully delineated new zones of gold and silver mineralization that is open to depth and along strike. In particular, trenching at the GRW zone identified gold and silver in structural settings similar to the Flex zone (although of lower grade), which was drilled earlier in 2010 and additionally disclosed the presence of copper in intrusive rocks that were identified in the GRW trenches. Selected trench results are presented in the table below:
Zone
|
Trench #
|
From
|
To
|
Width
|
Au (g/t)
|
Ag (g/t)
|
Orloff King
|
OK10-1
|
45.5
|
49.2
|
3.7
|
1.50
|
40.3
|
Orloff King
|
OK10-2
|
47.8
|
50.7
|
2.9
|
2.12
|
Na
|
Orloff King
|
OK10-5
|
11.4
|
12.1
|
0.7
|
7.05
|
34.7
|
Orloff King
|
OK10-9
|
57.5
|
65.5
|
8.0
|
1.57
|
5.17
|
Cabin
|
CAB10-1
|
40.1
|
43
|
2.9
|
1.353
|
15.7
|
Webber
|
WEB10-2
|
21.0
|
23.4
|
2.2
|
1.43
|
4.03
|
Virtually all of the trenches contained zones of anomalous gold and silver, ranging from 0.2 grams/tonne (‘g/t’) up to the level of results presented above. At Orloff King, Cabin, Webber, and GRW zones, the mineralized trends can be tracked from trench to trench. Work on trace element geochemistry continues, but early analysis suggests the presence of geochemical zonation that may be attributed to the presence of porphyry copper-gold mineralization in the vicinity of the GRW zone.
Trenching totalled 2,243 metres in 20 trenches. Of these, 16 trenches totalling 1,917 metres bottomed in bedrock while the remaining four trenches bottomed in permafrost and may be completed in following seasons. Ten trenches totalling 1,100 metres were cut on the Orloff-King Zone, of which 9 trenches totalling 1,052 metres reached bedrock. A total of five trenches, combined for 665 metres, were cut on the GRW zone and, of these, three bottomed in bedrock for a total of 466 metres completed to bedrock. The remaining five trenches were cut on the Webber, Huestis, and Cabin zones, and on geochemical anomalies scattered across the property. All but one of these five trenches reached bedrock for a total of 400 metres of trenching completed to bedrock. A total of 554 unique samples were collected from trenches and submitted for assay.
Consulting geologist John Hiner commented, “These results, both the high grade intervals and the surrounding envelopes of lower grade gold and silver in all the trenches, continue to strengthen the case that the Charlotte property offers bulk tonnage ore potential for gold and silver. We are additionally pleased to have found copper-gold mineralization in intrusive rocks, which may also offer a porphyry target yet to be fully evaluated.”
Other Recent Developments
Nantawa Modification Agreement
On October 12, 2010, Guinness signed the Nantawa Modification Agreement with Eagle Trail Properties Inc. (“ETPI”) in which Guinness received full vesting of a 49% interest in 175 full or fractional mineral claims/leases located in the Mount Nansen area of the Whitehorse Mining District of the Yukon Territory, Canada (the “Mineral Claims”). The other 51% interest in the Mineral Claims was retained by ETPI. The Mineral Claims had been part of the Nantawa Agreement signed between the Company and ETPI on November 19, 2009 and amended February 4, 2010, under which the Company acquired the right to purchase the Mineral Claims and an additional set of 47 mineral claims/leases (the “Tawa Claims”) from ETPI for total consideration of US$1,005,668 (comprised of: US$943,868 cash, plus 60,000,000 restricted common shares of Guinness valued at US$0.00103 per share for a total share value of $61,800).
Cash payments under the Nantawa Agreement had been scheduled to be made in two equal installments of US$471,934, the first due by May 30, 2010 and the second due by November 30, 2010. The Company met its first payment, but projected it would not have the resources to fulfill the second payment by November 30, 2010 and the Board determined it was in the best interests of the Company to negotiate revised purchase terms from ETPI for the Mineral Claims.
To provide consideration to ETPI, the Company agreed to waive its rights under the Nantawa Agreement to the Tawa Claims, which had lapsed while in trust with ETPI.
In sum, the Nantawa Modification Agreement has resolved the Tawa Claims matter between the parties and has provided the Company an immediate vesting of a 49% interest in the Mineral Claims without the requirement to make further payments to ETPI.
A copy of the Nantawa Modification Agreement was filed as an Exhibit to a Form 8-K on October 12, 2010 and is incorporated herein by reference as Exhibit 10.5.
Execution of Joint Venture Letter of Intent
On October 12, 2010, we also executed a Letter of Intent (“LOI”) with Ansell Capital Corp. (“Ansell”), TSX: ACP, and ETPI wherein Ansell will provide funding for development of the Charlotte Project (formerly named the “Nantawa Project”) in the Mount Nansen area of the Whitehorse Mining Division, of the Yukon Territory.
Under the LOI, Ansell will be allowed to acquire up to an 85% undivided interest in the 128 mineral claims which form the Charlotte Project. 49% of the interest to be acquired, can be acquired by Ansell paying to ETPI the sum of $1,000,000 (all dollar figures in this section are converted from Cdn$ at par), issuing 12,000,000 units of Ansell to ETPI and by expending $5,000,000 on exploration of the Property within 3 years from the LOI Effective Date, of which $2,000,000 is to be spent in the first year. Of the cash consideration, $500,000 is payable on the LOI Effective Date and the remainder is payable 14 months thereafter. The 12,000,000 units of Ansell are due to be issued to ETPI on the LOI Effective Date. Each unit of Ansell to be issued to ETPI will consist of one common share and 0.67 share purchase warrants with one full warrant being exercisable to purchase one additional common share of Ansell at a price of $0.30 in the first year and $0.35 in the second year.
Upon approval by the Canadian TSX Venture Exchange, Ansell will become the Operator of the project. Subject to Ansell first acquiring the 49% undivided interest in and to the Property, Ansell has received the further right to increase its interests to an 85% undivided interest of which 26% can be earned by Ansell delivering to ETPI and Guinness a bankable Feasibility Study on the Property and the final 10% can be earned by Ansell placing the Charlotte Project into commercial production. The Transaction is subject to prior TSX Venture Exchange approval and for the purposes of the LOI, the Effective Date is defined in the LOI as the date TSX Venture Exchange approval is obtained to the Transaction. Under the Nantawa Agreement between Guinness and ETPIs signed November 19, 2009, the Charlotte Project was encumbered with a 3% net smelter royalty (“NSR”) due and payable to ETPI. Under the LOI, Ansell has acquired the right to purchase 1% of this NSR in consideration of the sum of Cdn$1,500,000 provided Ansell has first acquired a 75% undivided interest in and to the Charlotte Project.
Subject to Ansell acquiring an 85% interest in and to the Charlotte Project, Guinness will retain a 7% carried working interest in and to the Charlotte Project and ETPI will retain an 8% carried working interest.
The terms of acquisition are subject to Ansell receiving a technical report on the Property prepared in compliance with Canadian Securities Administrators’ National Instrument 43-101 satisfactory to the TSX Venture Exchange and the Transaction being accepted by the TSX Venture Exchange for filing on or before February 1st, 2011.
A copy of the Letter of Intent was filed as an Exhibit to a Form 8-K on October 14, 2010 and is incorporated herein by reference as Exhibit 10.6.
Exploration properties description and location
The Charlotte Project is located in the Whitehorse Mining District on NTS map sheet 105I-03 (Figures 1). The complete claim group includes 128 full or fractional quartz mineral claims (Table 1). Total size of the claim group is 2,336.14 square hectares. The central block of the Charlotte Project is some 185 km NNW of Whitehorse. The Charlotte Project claim group measure 8.7 km in the NS direction and 5.1 km in the EW direction. The approximate geographical location of the Charlotte Project claim block is shown in Table 2.
Figure 1: Road access to the Charlotte Project
(Modified from Eaton and Archer, 1989 and Stroshein, 2007a)
Table 1: Claim list for Charlotte Project
No.
|
Claim
|
Registered Claim
Owner
|
Grant
Number
|
Expiry Date
|
Area (Ha)
|
Comments
|
1
|
ROSE
|
Nantawa Resources Inc.
|
04241
|
09/10/2019
|
20.42
|
Lease
|
2
|
GOLDEN EAGLE
|
Nantawa Resources Inc.
|
04278
|
09/10/2019
|
20.96
|
Lease
|
3
|
WAR EAGLE
|
Nantawa Resources Inc.
|
04279
|
09/10/2019
|
20.77
|
Lease
|
4
|
SHAMROCK
|
Nantawa Resources Inc.
|
04354
|
09/10/2019
|
20.73
|
Lease
|
5
|
SPOT
|
Nantawa Resources Inc.
|
04361
|
09/10/2019
|
19.92
|
Lease
|
6
|
ARLEP
|
Nantawa Resources Inc.
|
04368
|
09/10/2019
|
14.48
|
Lease
|
7
|
PHYLLIS
|
Nantawa Resources Inc.
|
04369
|
09/10/2019
|
20.26
|
Lease
|
8
|
RUB
|
Nantawa Resources Inc.
|
55633
|
09/10/2019
|
1.84
|
Lease
|
9
|
PUB
|
Nantawa Resources Inc.
|
55663
|
09/10/2019
|
1.93
|
Lease
|
10
|
SUN DOG
|
Nantawa Resources Inc.
|
55665
|
09/10/2019
|
3.20
|
Lease
|
11
|
CUB
|
Nantawa Resources Inc.
|
55666
|
09/10/2019
|
1.29
|
Lease
|
12
|
JAM
|
Nantawa Resources Inc.
|
55890
|
09/10/2019
|
11.64
|
Lease
|
13
|
PAM
|
Nantawa Resources Inc.
|
55892
|
09/10/2019
|
2.64
|
Lease
|
14
|
DOME 1
|
Nantawa Resources Inc.
|
73537
|
06/02/2014
|
15.10
|
-
|
15
|
DOME 2
|
Nantawa Resources Inc.
|
73538
|
06/02/2014
|
15.51
|
-
|
16
|
DOME 3
|
Nantawa Resources Inc.
|
73539
|
06/02/2014
|
17.29
|
-
|
17
|
DOME 4
|
Nantawa Resources Inc.
|
73540
|
06/02/2014
|
17.98
|
-
|
18
|
DOME 6
|
Nantawa Resources Inc.
|
73542
|
06/02/2014
|
17.32
|
-
|
19
|
DOME 7
|
Nantawa Resources Inc.
|
73543
|
06/02/2014
|
25.34
|
-
|
20
|
DOME 8
|
Nantawa Resources Inc.
|
73694
|
06/02/2014
|
12.47
|
-
|
21
|
DOME 14
|
Nantawa Resources Inc.
|
73700
|
06/02/2014
|
21.07
|
-
|
22
|
DOME 16
|
Nantawa Resources Inc.
|
73702
|
06/02/2014
|
20.61
|
-
|
23
|
DOME 17
|
Nantawa Resources Inc.
|
73703
|
06/02/2014
|
18.41
|
-
|
24
|
DOME 18
|
Nantawa Resources Inc.
|
73704
|
06/02/2014
|
18.56
|
-
|
25
|
DOME 19
|
Nantawa Resources Inc.
|
73705
|
06/02/2014
|
16.73
|
-
|
26
|
DOME 20
|
Nantawa Resources Inc.
|
73706
|
06/02/2014
|
13.42
|
-
|
27
|
JOANNE 1
|
Nantawa Resources Inc.
|
74283
|
06/02/2014
|
19.79
|
-
|
28
|
JOANNE 2
|
Nantawa Resources Inc.
|
74284
|
06/02/2014
|
19.51
|
-
|
29
|
JOANNE 3
|
Nantawa Resources Inc.
|
74285
|
06/02/2014
|
20.36
|
-
|
30
|
JOANNE 4
|
Nantawa Resources Inc.
|
74286
|
06/02/2014
|
14.78
|
-
|
31
|
JOANNE 5
|
Nantawa Resources Inc.
|
74287
|
06/02/2014
|
19.83
|
-
|
32
|
JOANNE 6
|
Nantawa Resources Inc.
|
74288
|
06/02/2014
|
19.69
|
-
|
33
|
DOME 25
|
Nantawa Resources Inc.
|
77746
|
06/02/2014
|
15.19
|
-
|
34
|
DOME 26
|
Nantawa Resources Inc.
|
77747
|
06/02/2014
|
22.54
|
-
|
35
|
DOME 27
|
Nantawa Resources Inc.
|
77748
|
06/02/2014
|
20.32
|
-
|
36
|
DOME 28
|
Nantawa Resources Inc.
|
77749
|
06/02/2014
|
21.74
|
-
|
37
|
DOME 33
|
Nantawa Resources Inc.
|
77754
|
06/02/2014
|
25.50
|
-
|
38
|
DOME 34
|
Nantawa Resources Inc.
|
77755
|
06/02/2014
|
23.29
|
-
|
39
|
DOME 35
|
Nantawa Resources Inc.
|
77756
|
06/02/2014
|
22.39
|
-
|
40
|
DOME 36
|
Nantawa Resources Inc.
|
77757
|
06/02/2014
|
23.97
|
-
|
No.
|
Claim
|
Registered Claim
Owner
|
Grant
Number
|
Expiry Date
|
Area (Ha)
|
Comments
|
41
|
DOME 37
|
Nantawa Resources Inc.
|
77758
|
06/02/2014
|
14.23
|
-
|
42
|
DOME 38
|
Nantawa Resources Inc.
|
77759
|
06/02/2014
|
18.48
|
-
|
43
|
DOME 39
|
Nantawa Resources Inc.
|
77760
|
06/02/2014
|
14.95
|
-
|
44
|
DOME 40
|
Nantawa Resources Inc.
|
77761
|
06/02/2014
|
20.51
|
-
|
45
|
DOME 41
|
Nantawa Resources Inc.
|
77762
|
06/02/2014
|
20.76
|
-
|
46
|
DOME 42
|
Nantawa Resources Inc.
|
77763
|
06/02/2014
|
19.93
|
-
|
47
|
DOME 43
|
Nantawa Resources Inc.
|
77764
|
06/02/2014
|
20.47
|
-
|
48
|
DOME 49
|
Nantawa Resources Inc.
|
77770
|
06/02/2014
|
8.18
|
-
|
49
|
DOME 50
|
Nantawa Resources Inc.
|
77771
|
06/02/2014
|
18.83
|
-
|
50
|
DOME 51
|
Nantawa Resources Inc.
|
77772
|
06/02/2014
|
19.05
|
-
|
51
|
DOME 52
|
Nantawa Resources Inc.
|
77773
|
06/02/2014
|
21.85
|
-
|
52
|
DOME 53
|
Nantawa Resources Inc.
|
77774
|
06/02/2014
|
22.80
|
-
|
53
|
DOME 54
|
Nantawa Resources Inc.
|
77775
|
06/02/2014
|
14.69
|
-
|
54
|
DOME 55
|
Nantawa Resources Inc.
|
77776
|
06/02/2014
|
13.09
|
-
|
55
|
DOME 56
|
Nantawa Resources Inc.
|
77777
|
06/02/2014
|
13.35
|
-
|
56
|
DOME 57
|
Nantawa Resources Inc.
|
77778
|
06/02/2014
|
20.47
|
-
|
57
|
DOME 58
|
Nantawa Resources Inc.
|
77779
|
06/02/2014
|
19.41
|
-
|
58
|
DOME 60
|
Nantawa Resources Inc.
|
77781
|
06/02/2014
|
20.06
|
-
|
59
|
DOME 61
|
Nantawa Resources Inc.
|
77782
|
06/02/2014
|
18.91
|
-
|
60
|
DOME 63
|
Nantawa Resources Inc.
|
77784
|
06/02/2014
|
22.51
|
-
|
61
|
DOME 64
|
Nantawa Resources Inc.
|
77785
|
06/02/2014
|
22.88
|
-
|
62
|
DOME 65
|
Nantawa Resources Inc.
|
77786
|
06/02/2014
|
20.66
|
-
|
63
|
DOME 66
|
Nantawa Resources Inc.
|
77787
|
06/02/2014
|
21.18
|
-
|
64
|
DOME 78
|
Nantawa Resources Inc.
|
81842
|
06/02/2014
|
25.41
|
-
|
65
|
DOME 79
|
Nantawa Resources Inc.
|
81843
|
06/02/2014
|
24.10
|
-
|
66
|
DOME 80
|
Nantawa Resources Inc.
|
81844
|
06/02/2014
|
24.20
|
-
|
67
|
DOME 81
|
Nantawa Resources Inc.
|
81845
|
06/02/2014
|
22.52
|
-
|
68
|
DOME 82
|
Nantawa Resources Inc.
|
81846
|
06/02/2014
|
23.26
|
-
|
69
|
DOME 83
|
Nantawa Resources Inc.
|
81847
|
06/02/2014
|
18.72
|
-
|
70
|
DOME 84
|
Nantawa Resources Inc.
|
81848
|
06/02/2014
|
19.37
|
-
|
71
|
DOME 86
|
Nantawa Resources Inc.
|
81850
|
06/02/2014
|
20.76
|
-
|
72
|
HIW 9
|
Nantawa Resources Inc.
|
YA23835
|
06/02/2014
|
19.44
|
-
|
73
|
HIW 10
|
Nantawa Resources Inc.
|
YA23836
|
06/02/2014
|
20.83
|
Fractions
|
74
|
HIW 11
|
Nantawa Resources Inc.
|
YA23837
|
06/02/2014
|
21.55
|
Fractions
|
75
|
HIW 12
|
Nantawa Resources Inc.
|
YA23838
|
06/02/2014
|
19.93
|
Fractions
|
76
|
HIW 13
|
Nantawa Resources Inc.
|
YA23839
|
06/02/2014
|
20.72
|
-
|
77
|
HIW 14
|
Nantawa Resources Inc.
|
YA23840
|
06/02/2014
|
19.55
|
-
|
78
|
HIW 15
|
Nantawa Resources Inc.
|
YA23841
|
06/02/2014
|
20.15
|
-
|
79
|
HIW 16
|
Nantawa Resources Inc.
|
YA23842
|
06/02/2014
|
19.86
|
-
|
80
|
HIW 17
|
Nantawa Resources Inc.
|
YA23843
|
06/02/2014
|
19.92
|
-
|
No.
|
Claim
|
Registered Claim
Owner
|
Grant
Number
|
Expiry Date
|
Area (Ha)
|
Comments
|
81
|
HIW 1
|
Nantawa Resources Inc.
|
YA24813
|
06/02/2014
|
4.74
|
Fractions
|
82
|
HIW 2
|
Nantawa Resources Inc.
|
YA24814
|
06/02/2014
|
5.15
|
Fractions
|
83
|
HIW 7
|
Nantawa Resources Inc.
|
YA24819
|
06/02/2014
|
3.01
|
Fractions
|
84
|
DD 1
|
Nantawa Resources Inc.
|
YA59596
|
06/02/2014
|
20.62
|
-
|
85
|
DD 2
|
Nantawa Resources Inc.
|
YA59597
|
06/02/2014
|
22.35
|
-
|
86
|
DD 15
|
Nantawa Resources Inc.
|
YA59610
|
06/02/2014
|
19.20
|
-
|
87
|
DD 16
|
Nantawa Resources Inc.
|
YA59611
|
06/02/2014
|
19.21
|
-
|
88
|
DD 17
|
Nantawa Resources Inc.
|
YA59612
|
06/02/2014
|
19.37
|
-
|
89
|
DD 18
|
Nantawa Resources Inc.
|
YA59613
|
06/02/2014
|
19.85
|
-
|
90
|
DD 19
|
Nantawa Resources Inc.
|
YA59614
|
06/02/2014
|
20.17
|
-
|
91
|
DD 20
|
Nantawa Resources Inc.
|
YA59615
|
06/02/2014
|
19.90
|
-
|
92
|
DD 21
|
Nantawa Resources Inc.
|
YA59616
|
06/02/2014
|
19.64
|
-
|
93
|
DD 22
|
Nantawa Resources Inc.
|
YA59617
|
06/02/2014
|
19.17
|
-
|
94
|
DD 23
|
Nantawa Resources Inc.
|
YA59618
|
06/02/2014
|
18.69
|
-
|
95
|
DD 24
|
Nantawa Resources Inc.
|
YA59619
|
06/02/2014
|
18.30
|
-
|
96
|
DD 25
|
Nantawa Resources Inc.
|
YA59620
|
06/02/2014
|
18.18
|
-
|
97
|
DD 26
|
Nantawa Resources Inc.
|
YA59621
|
06/02/2014
|
17.65
|
-
|
98
|
DD 27
|
Nantawa Resources Inc.
|
YA59622
|
06/02/2014
|
19.49
|
-
|
99
|
DD 28
|
Nantawa Resources Inc.
|
YA59623
|
06/02/2014
|
18.71
|
-
|
100
|
TBR 1
|
Nantawa Resources Inc.
|
YA86690
|
06/02/2014
|
8.92
|
-
|
101
|
TBR 2
|
Nantawa Resources Inc.
|
YA86691
|
06/02/2014
|
20.16
|
-
|
102
|
TBR 3
|
Nantawa Resources Inc.
|
YA86692
|
06/02/2014
|
20.03
|
-
|
103
|
TBR 4
|
Nantawa Resources Inc.
|
YA86693
|
06/02/2014
|
20.84
|
-
|
104
|
TBR 5
|
Nantawa Resources Inc.
|
YA86694
|
06/02/2014
|
18.34
|
-
|
105
|
TBR 6
|
Nantawa Resources Inc.
|
YA86695
|
06/02/2014
|
20.92
|
-
|
106
|
TBR 7
|
Nantawa Resources Inc.
|
YA86696
|
06/02/2014
|
15.96
|
-
|
107
|
TBR 8
|
Nantawa Resources Inc.
|
YA86697
|
06/02/2014
|
21.79
|
-
|
108
|
ONT 38
|
Nantawa Resources Inc.
|
YA87204
|
06/02/2014
|
20.26
|
-
|
109
|
ONT 40
|
Nantawa Resources Inc.
|
YA87206
|
06/02/2014
|
18.34
|
-
|
110
|
ONT 42
|
Nantawa Resources Inc.
|
YA87208
|
06/02/2014
|
5.73
|
-
|
111
|
EEK 1
|
Nantawa Resources Inc.
|
YA87210
|
06/02/2014
|
21.07
|
-
|
112
|
EEK 2
|
Nantawa Resources Inc.
|
YA87211
|
06/02/2014
|
20.08
|
-
|
113
|
EEK 3
|
Nantawa Resources Inc.
|
YA87212
|
06/02/2014
|
20.70
|
-
|
114
|
EEK 4
|
Nantawa Resources Inc.
|
YA87213
|
06/02/2014
|
20.68
|
-
|
115
|
EEK 5
|
Nantawa Resources Inc.
|
YA87214
|
06/02/2014
|
20.80
|
-
|
116
|
EEK 6
|
Nantawa Resources Inc.
|
YA87215
|
06/02/2014
|
19.58
|
-
|
117
|
EEK 7
|
Nantawa Resources Inc.
|
YA87216
|
06/02/2014
|
19.97
|
-
|
118
|
EEK 8
|
Nantawa Resources Inc.
|
YA87217
|
06/02/2014
|
21.91
|
-
|
119
|
EEK 9
|
Nantawa Resources Inc.
|
YA87218
|
06/02/2014
|
22.64
|
-
|
120
|
EEK 14
|
Nantawa Resources Inc.
|
YA87223
|
06/02/2014
|
21.36
|
-
|
No.
|
Claim
|
Registered Claim
Owner
|
Grant
Number
|
Expiry Date
|
Area (Ha)
|
Comments
|
121
|
EEK 15
|
Nantawa Resources Inc.
|
YA87224
|
06/02/2014
|
21.22
|
-
|
122
|
EEK 16
|
Nantawa Resources Inc.
|
YA87225
|
06/02/2014
|
21.76
|
-
|
123
|
EEK 17
|
Nantawa Resources Inc.
|
YA87226
|
06/02/2014
|
20.01
|
-
|
124
|
EEK 18
|
Nantawa Resources Inc.
|
YA87227
|
06/02/2014
|
20.74
|
-
|
125
|
ONT 44
|
Nantawa Resources Inc.
|
YA92655
|
06/02/2014
|
16.80
|
-
|
126
|
ONT 45
|
Nantawa Resources Inc.
|
YA92656
|
06/02/2014
|
12.91
|
-
|
127
|
ONT 46
|
Nantawa Resources Inc.
|
YA92657
|
06/02/2014
|
18.48
|
-
|
128
|
ONT 47
|
Nantawa Resources Inc.
|
YA92658
|
06/02/2014
|
14.41
|
-
|
Total
|
2,336.14
|
Table 2: Coordinates of the corners of the Charlotte Project claim block
Corner
|
N-S
|
E-W
|
NW
|
62o06.0’ N
|
137o12.0’ W
|
NE
|
62o05.5’ N
|
137o05.8’ W
|
SE
|
62o01.2’ N
|
137o05.3’ W
|
SW
|
62o02.4’ N
|
137o11.7’ W
|
Accessibility, Climate, Local Resources, Infrastructure and Physiography
The Charlotte Project is located approximately 180 km northwest of Whitehorse and 60 km west of the Village of Carmacks in the Yukon Territory. This property is accessible from Whitehorse via the Klondike highway to the town of Carmacks and then via an all weather gravel road. Carmacks is 170 km north of Whitehorse. Whitehorse is connected to Vancouver, Edmonton, and Calgary by air service. The Charlotte Project is facilitated with an extensive network of gravel and dirt roads (Figure 1).
The Charlotte Project lies northwest of the maximum advance of the Wisconsin ice sheet, and, consequently, are not affected by the Pleistocene continental glaciations (Figure 2; Eaton and Archer, 1989). This resulted in deep weathering in the properties reaching to depths of over 70 m from the topographic surface (Denholm et al, 2000; Roder, 1996). In mineralized zones, sulphides are commonly altered into limonite and other oxides (Denholm et al, 2000; Melling, 1995; Roder, 1996). The topography in the two properties is hilly with rounded ridges and shallow valleys. Local elevation ranges from 1030 m to 1560 m (Melling, 1995; Rodger, 1996).
Permafrost is widespread in the area and varies according to the amount of vegetation and slope facing direction (Stroshein, 2007b). In the north-facing slopes, permafrost is frozen all year around and in the south-facing slopes permafrost thaw to a depth of 1-2 m in the summer (Eaton and Archer, 1989; Roder, 1996).
The average precipitation in the Charlotte Project is approximately 25 cm, most of which falls as rain in the summer months (Stroshein, 2007b). Snow fall is normally 30-40 cm deep in late winter. The average monthly temperature ranges from -25oC in January to 15oC in July (Stroshein, 2007b).
The Charlotte Project is situated in the traditional Territory of the Little Salmon/Carmacks First Nation (Stroshein, 2007b). At the mine site, there is no infrastructure other than the mine plant and buildings. The village of Carmacks has been established since 1893 and has provided fuel for river steamboats, a roadhouse on the Whitehorse to Dawson stage run, and an area service center (Campbell, 1994). In the Village of Carmacks, there reside approximately 500 people. The village is also the main and administrative center of the Little Salmon Traditional Lands.
Additional information:
Full text of a Report completed by Robert S. Middleton, P.Eng on November 27, 2009 regarding the Charlotte Project can be found at our website: www.guinnessexploration.com.
Figure 2: Glaciation, Dawson Range, Yukon Territory
Results of Operations for the Three and Six Month Periods Ended November 30, 2010 and November 30, 2009 and the Exploration Stage Period from July 15, 2005 to November 30, 2010
Our operating results for the three and six month periods ended November 30, 2010 and November 30, 2009 and the Exploration Stage Period of July 15, 2005 to November 30, 2010 (the ‘Exploration Stage’) are summarized as follows:
Six months
ended
November 30, 2010
|
Six months
ended
November 30, 2009
|
Exploration
Stage
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Expenses
|
$ | 989,844 | $ | 18,003 | $ | 2,491,414 | ||||||
Net loss from operations
|
$ | (989,844 | ) | (18,003 | ) | (2,491,414 | ) | |||||
Interest expense
|
$ | - | (2,185 | ) | (8,037 | ) | ||||||
Cancelation of debt
|
$ | 471,934 | - | 471,934 | ||||||||
Net Loss
|
$ | (517,910 | ) | $ | (20,188 | ) | $ | (2,027,517 | ) |
Revenues
We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.
Expenses
Exploration Costs
Exploration costs were $314,526 and $800,084 versus $nil and $nil for the three and six month periods ended November 30, 2010 and November 30, 2009, respectively. Exploration expenses for the Exploration Stage totaled $977,499. During the current period, exploration expenses related to fees paid to geological contractors for exploration work, fees for geological consulting services, and other operational expenses. We cannot yet predict the possible level of exploration expenses during the next twelve months.
Professional Fees
Profession fees were $33,303 and $82,747 versus $8,068 and $13,751 for the three and six month periods ended November 30, 2010 and November 30, 2009, respectively. Professional fees for the Exploration Stage totaled $297,917. During the current period, professional fees included fees paid for legal, auditor and accounting fees. In the next twelve months, we project professional fees will increase modestly or remain at current levels.
Administrative Expenses
Administrative expenses were $22,318 and $57,801 versus $2,039 and $2,822 for the three and six month periods ended November 30, 2010 and November 30, 2009, respectively. During the Exploration Stage Period administrative expenses totaled $98,837. During the current period administrative fees included management fees paid to our CEO and independent director, plus office expenses, bank charges and filing fees related to our SEC filings. We expect administrative fees to see a moderate increase during the coming year as we continue implementation of our strategic plans.
Investor Relations
Investor Relations expenses comprise costs for press releases, maintenance of the Company’s website and other investor information initiatives. During the three and six month periods ended November 30, 2010 and November 30, 2009, these expenses totaled $28,359 and $49,212 versus $1,430 and $1,430, respectively. For the Exploration Stage Period, Investor Relations expenses totaled $95,508. We anticipate Investor Relations expenses will remain at current levels during the coming year as we continue our efforts to raise further capital and keep investors informed of Company developments.
Impairment Losses on Mineral Properties
During the three and six month periods ended November 30, 2010 and November 30, 2009, impairment losses on mineral properties were $nil and $nil versus $nil and $nil, respectively. Total impairment loss for the Exploration Stage Period of $1,021,654.
Net Loss
We incurred a net losses of $(398,506) and $(517,910) for the three and six months periods ended November 30, 2010 compared with net losses of $(12,635) and $(20,188) for the same periods ended November 30, 2009.
Liquidity and Capital Resources
Our financial position as at November 30, 2010 and 2009 are as follows:
Net Working Capital
As at
November 30, 2010
|
As at
May 31, 2009
|
|||||||
Current Assets
|
$ | 103,817 | $ | 1,164,953 | ||||
Current Liabilities
|
16,035 | 559,261 | ||||||
Net Working Capital
|
87,782 | 605,692 |
Our net working capital decreased from 605,692 at May 31, 2009 to $87,782 at November 30, 2010 due to expenditures on our exploration program.
Cash Flows - six months
Six months
ended
November 30, 2010
|
Six months
ended
November 30, 2009
|
|||||||
Net cash (used) by Operating Activities
|
$ | (882,741 | ) | $ | (16,545 | ) | ||
Net cash (used) by Investing Activities
|
- | - | ||||||
Net cash provided in Financing Activities
|
- | - | ||||||
Increase (Decrease) in Cash during the Period
|
(882,741 | ) | (16,545 | ) | ||||
Cash, Beginning of Period
|
973,227 | 20,638 | ||||||
Cash, End of Period
|
90,486 | 4,093 |
Since the date of our incorporation to November 30, 2010, we have raised $2,053,500 though private placements of our common shares. As of November 30, 2010 we had cash on hand of $90,486 and prepaid expenses of $13,331.
Material Events and Uncertainties
Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable early stage companies in mineral resource markets. There can be no assurance that we will successfully address such risks, expenses and difficulties and cannot assure you that we will become profitable in the future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
EXCHANGE RATE FLUCTUATION RISK
Our reporting currency is United States Dollars (“USD”). Our transactions are primarily conducted in USD but also include transactions in other currencies most particularly the Canadian dollar. Foreign currency rate fluctuations may have a material impact on the Company’s financial reporting. These fluctuations may have positive or negative impacts on the results of operations of the Company.
We have not entered into derivative contracts either to hedge existing risk or for speculative purposes.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are not effective in reaching that level of assurance.
As the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Management's Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company's CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial
statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
As of November 30, 2010, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the criteria established by COSO management concluded that the Company's internal control over financial reporting was not effective as of November 30, 2010, as a result of the identification of the material weaknesses described below.
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. The Company does not believe that this control deficiency has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.
Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.
Changes in Internal Control over Financial Reporting
During the first quarter of the Company’s fiscal year ended May 31, 2011, no material changes were made to the Company’s internal control over financial reporting
Remediation Plan
Addition of staff
We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against us.
ITEM 1A. RISK FACTORS
The following risk factors should be considered in connection with an evaluation of our business:
THE COMPANY'S LIMITED OPERATING HISTORY MAKES IT DIFFICULT FOR YOU TO JUDGE ITS PROSPECTS.
The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. You should consider any purchase of the Company's shares in light of the risks, expenses and problems frequently encountered by all companies in the early stages of its corporate development.
LIQUIDITY AND CAPITAL RESOURCES ARE UNCERTAIN.
For the six months ended November 30, 2010, the Company had a Net Loss of $(517,910). The Company may need to raise additional capital by way of an offering of equity securities, an offering of debt securities, or by obtaining financing through a bank or other entity. The Company has not established a limit as to the amount of debt it may incur nor has it adopted a ratio of its equity to debt allowance. If the Company needs to obtain additional financing, there is no assurance that financing will be available from any source, that it will be available on terms acceptable to us, or that any future offering of securities will be successful. If additional funds are raised through the issuance of equity securities, there may be a significant dilution in the value of the Company’s outstanding common stock. The Company could suffer adverse consequences if it is unable to obtain additional capital which would cast substantial doubt on its ability to continue its operations and growth.
THE VALUE AND TRANSFERABILITY OF THE COMPANY'S SHARES MAY BE ADVERSELY IMPACTED BY THE LIMITED TRADING MARKET FOR ITS SHARES AND THE PENNY STOCK RULES.
There is only a limited trading market for the Company's shares. The Company's common stock is traded in the over-the-counter market and "bid" and "asked" quotations regularly appear on the OTC Bulletin Board under the symbol "GNXP". There can be no assurance that the Company's common stock will trade at prices at or above its present level and an inactive or illiquid trading market may have an adverse impact on the market price. In addition, holders of the Company's common stock may experience substantial difficulty in selling their securities as a result of the "penny stock rules" which restrict the ability of brokers to sell certain securities of companies whose assets or revenues fall below the thresholds established by those rules.
FUTURE SALES OF SHARES MAY ADVERSELY IMPACT THE VALUE OF THE COMPANY'S STOCK.
If required, the Company may seek to raise additional capital through the sale of common stock. Future sales of shares by the Company or its stockholders could cause the market price of its common stock to decline.
MINERAL EXPLORATION AND DEVELOPMENT ACTIVITIES ARE SPECULATIVE IN NATURE.
Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.
Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that funds required for development can be obtained on a timely basis. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of ore ultimately mined may differ from that indicated by drilling results. Short term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.
THE COMPANY WILL BE SUBJECT TO OPERATING HAZARDS AND RISKS WHICH MAY ADVERSELY AFFECT THE COMPANY'S FINANCIAL CONDITION.
Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The Company's operations will be subject to all the hazards and risks normally incidental to exploration, development and production of metals, such as unusual or unexpected formations, cave-ins or pollution, all of which could result in work stoppages, damage to property and possible environmental damage. The Company does not have general liability insurance covering its operations and does not presently intend to obtain liability insurance as to such hazards and liabilities. Payment of any liabilities as a result could have a materially adverse effect upon the Company's financial condition
THE COMPANY'S ACTIVITIES WILL BE SUBJECT TO ENVIRONMENTAL AND OTHER INDUSTRY REGULATIONS WHICH COULD HAVE AN ADVERSE EFFECT ON THE FINANCIAL CONDITION OF THE COMPANY.
The Company's activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailing disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards and enforcement, fines and penalties for non-compliance are more
stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations could have an adverse effect on the financial condition of the Company.
The operations of the Company include exploration and development activities and commencement of production on its properties, require permits from various federal, state, provincial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits.
Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions, 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 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 and, in particular, environmental laws.
COMPETITION MAY HAVE AN IMPACT ON THE COMPANY'S ABILITY TO ACQUIRE ATTRACTIVE PRECIOUS METALS PROPERTIES, WHICH MAY HAVE AN ADVERSE IMPACT ON THE COMPANY'S OPERATIONS.
Significant and increasing competition exists for the limited number of precious metals acquisition opportunities available. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire attractive precious metals properties on terms it considers acceptable. Accordingly, there can be no assurance that any exploration program intended by the Company on properties it intends to acquire will yield any reserves or result in any commercial mining operation.
DOWNWARD FLUCTUATIONS IN METAL PRICES MAY SEVERELY REDUCE THE VALUE OF THE COMPANY.
The Company has no control over the fluctuations in the prices of the metals for which it is exploring. A significant decline in such prices would severely reduce the value of the Company.
THE COMPANY CURRENTLY RELIES ON CERTAIN KEY INDIVIDUALS AND THE LOSS OF ONE OF THESE CERTAIN KEY INDIVIDUALS COULD HAVE AN ADVERSE EFFECT ON THE COMPANY.
The Company's success depends to a certain degree upon certain key members of the management. These individuals are a significant factor in the Company's growth and success. The loss of the service of members of the management and advisory board could have a material adverse effect on the Company. In particular, the success of the Company is highly dependent upon the efforts of the President & CEO, CFO, PAO, Treasurer & Secretary, Chair & Director of the Company, the loss of whose services would have a material adverse effect on the success and development of the Company.
THE COMPANY DOES NOT MAINTAIN KEY MAN INSURANCE TO COMPENSATE THE COMPANY FOR THE LOSS OF CERTAIN KEY INDIVIDUALS.
The Company does not anticipate having key man insurance in place in respect of its senior officers or personnel, although the Board has discussed and investigated the prospect of obtaining key man insurance for our CEO.
WE ARE AN EXPLORATION STAGE COMPANY, AND THERE IS NO ASSURANCE THAT A COMMERCIALLY VIABLE DEPOSIT OR "RESERVE" EXISTS ON ANY PROPERTIES FOR WHICH THE COMPANY HAS, OR MIGHT OBTAIN, AN INTEREST.
The Company is an exploration stage company and cannot give assurance that a commercially viable deposit, or “reserve,” exists on any properties for which the Company currently has (through an option) or may have (through potential future joint venture agreements or acquisitions) an interest. Therefore, determination of the existence of a reserve depends on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If the Company fails to find a commercially viable deposit on any of its properties, its financial condition and results of operations will be materially adversely affected.
WE REQUIRE SUBSTANTIAL FUNDS MERELY TO DETERMINE WHETHER COMMERCIAL PRECIOUS METAL DEPOSITS EXIST ON OUR PROPERTIES.
Any potential development and production of the Company’s exploration properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand the Company’s operations on these exploration properties is anticipated to involve consideration and evaluation of several significant factors including, but not limited to:
|
§
|
Costs of bringing each property into production, including exploration work, preparation of production feasibility studies, and construction of production facilities;
|
|
§
|
Availability and costs of financing;
|
|
§
|
Ongoing costs of production;
|
|
§
|
Market prices for the precious metals to be produced;
|
|
§
|
Environmental compliance regulations and restraints; and
|
|
§
|
Political climate and/or governmental regulation and control.
|
GENERAL MINING RISKS
Factors beyond our control may affect the marketability of any substances discovered from any resource properties the Company may acquire. Metal prices, in particular gold and silver prices, have fluctuated widely in recent years. Government regulations relating to price, royalties, and allowable production and importing and exporting of precious metals can adversely affect the Company. There can be no certainty that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and operations on any projects it may acquire and environmental concerns about mining in general continue to be a significant challenge for all mining companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company has no senior securities outstanding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
(a) During the quarter there was no information which would have been required to be filed via a report on Form 8-K which was not filed as such.
(b) During the quarter there were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.
ITEM 6. EXHIBITS
EXHIBIT INDEX
Number
|
Exhibit Description
|
3.1
|
Articles of Incorporation(4)
|
3.2
|
Certificate of Amendment of Articles of Incorporation(4)
|
3.3
|
Bylaws(4)
|
10.1
|
Nantawa Material Definitive Agreement(2)
|
10.2
|
Amendment to the Nantawa Agreement dated February 4, 2010(3)
|
10.3
|
Promissory Note(3)
|
10.4
|
A. Brown Options Grant Agreement
|
10.5
|
Nantawa Modification Agreement(4)
|
10.6
|
Letter of Intent(5)
|
14.1
|
Code of Ethics(1)
|
(1) Filed as an exhibit to our registration statement on Form SB-2 filed December 27, 2006 and incorporated herein by this reference
(2) Filed as an exhibit to a Current Report on Form 8-K on November 20, 2009 and incorporated herein by this reference
(3) Filed as an exhibit to a Current Report on Form 8-K on April 9, 2010 and incorporated herein by this reference
(4) Filed as an exhibit to a Current Report on Form 8-K on October 12, 2010 and incorporated herein by this reference.
(5) Filed as an exhibit to a Current Report on Form 8-K on October 14, 2010 and incorporated herein by this reference.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GUINNESS EXPLORATION, INC.
/s/ Alastair Brown
Alastair Brown
President & CEO, CFO
Dated: January 18, 2011
38