Attached files
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| 8-K - MAINBODY - FIRST COLOMBIA GOLD CORP. | mainbody.htm |
| EX-10.1 - EXHIBIT101 - FIRST COLOMBIA GOLD CORP. | exhibit101.htm |
EXHIBIT 99.1
Unaudited Proforma Financial Statements
First Colombia Gold Corp
For the thee and six month periods ended June 30, 2011
and the year ended December 31, 2010 (Unaudited)
On September 21, 2011, First Colombia Gold Corp. (FCGD) entered into a Settlement and Mutual Release Agreement with Temasek Investments, Inc. ("Temasek"). FCGD and Temasek are parties to a Mineral Right Option Agreement, effective as of September 18, 2008, and amended by Amendment No.1, dated May 12, 2009, Amendment No.2, dated February 3, 2010, and Amendment No.3, dated June 25, 2010. FCGD's acquisition of the mineral rights was structured to occur through the transfer of the outstanding shares of Beardmore Holdings, Inc. ("Beardmore"). FCGD completed the exercise of the initial and second twenty-five percent options in accordance with the terms of the Mineral Right Option Agreement which resulted in the acquisition by FCGD of an aggregate fifty percent interest in the mineral rights through the transfer of fifty percent
of the issued and outstanding shares of Beardmore. FCGD did not fulfill the obligations under the Mineral Right Option Agreement required to complete the exercise of the third and fourth twenty-five percent options. Under the terms of the Settlement and Mutual Release Agreement, FCGD agreed to return the entirety of the shares of Beardmore which were acquired by FCGD under the terms of the Mineral Right Option Agreement, in consideration for the release by Temasek of all outstanding obligations of FCGD under the Mineral Right Option Agreement.
The company realized a net loss on the transaction which is reflected in the proforma balance sheet as of June 30, 2011 and the proforma statement of operations for the six months ended June 30, 2011.
The following presents our unaudited proforma financial information as of June 30, 2011, for the interim three month and six month periods ended June 30, 2011, and for the year ended December 31, 2010. In the opinion of management, all adjustments necessary to present fairly the unaudited pro-forma financial statements have been made. The unaudited pro-forma financial statements should be read in conjunction with the First Colombia Gold Corp. consolidated financial statements and notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations as filed on Form 10-K for the year ended December 31, 2010 and on Form 10-Q for the quarter ended June 30, 2011.
- 1 -
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First Columbia Gold Corp.
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(formerly Amazon Goldsands, Inc.)
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(An Exploration Stage Company)
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Proforma Interim Balance Sheets
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(Expressed in U.S. Dollars)
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(Unaudited - Prepared by Management)
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As at
30 June 2011
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Proforma
Adjustments
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Proforma
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Assets
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Current
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Cash and cash equivalents
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46,595 | - | 46,595 | |||||||||
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Mineral property costs
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11,976,434 | (11,976,434 | ) |
(a)
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- | |||||||
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Property and equipment
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10,190 | - | 10,190 | |||||||||
| 12,033,219 | (11,976,434 | ) | 56,785 | |||||||||
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Liabilities
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Current
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Accounts payable and accrued liabilities
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475,760 | (49,733 | ) |
(b)
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426,027 | |||||||
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Current portion of convertible promissory notes
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676,904 | (676,904 | ) |
(c)
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- | |||||||
| 1,152,664 | (726,637 | ) | 426,027 | |||||||||
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Convertible promissory notes
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1,872,831 | (1,872,831 | ) |
(c)
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- | |||||||
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Due to related parties
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160,449 | (160,449 | ) |
(b)
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- | |||||||
| 3,185,944 | (2,759,917 | ) | 426,027 | |||||||||
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Stockholders’ equity
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Capital stock
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Authorized
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200,000,000 common shares, par value $0.00001 and
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200,000,000 blank check preferred shares, par value $0.001
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Issued and outstanding
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30 June 2011 – 39,503,585 common shares, par value $0.00001
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31 December 2010 – 38,503,585 common shares, par value $0.00001
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395 | - | 395 | |||||||||
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Additional paid in capital
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18,329,720 | - | 18,329,720 | |||||||||
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Deficit, accumulated during the exploration stage
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(11,732,840 | ) | (6,966,517 | ) |
(d)
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(18,699,357 | ) | |||||
| 6,597,275 | (6,966,517 | ) | (369,242 | ) | ||||||||
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Non-controlling interest
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2,250,000 | (2,250,000 | ) |
(e)
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- | |||||||
| 8,847,275 | (9,216,517 | ) | (369,242 | ) | ||||||||
| 12,033,219 | (11,976,434 | ) | 56,785 | |||||||||
- 2 -
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First Columbia Gold Corp.
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(formerly Amazon Goldsands, Inc.)
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(An Exploration Stage Company)
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Proforma Statement of Operations
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(Expressed in U.S. Dollars)
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(Unaudited - Prepared by Management)
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| For the six
month period
ended
June 30, 2011
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Proforma
Adjustments
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Proforma
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Expenses
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Amortization - property and equipment
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1,798 | - | 1,798 | |||||||||
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Bank charges and interest
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631,396 | 253,169 |
(c)
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884,565 | ||||||||
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Consulting and management fees (recovery) (Note 8)
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139,142 | - | 139,142 | |||||||||
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Foreign exchange (gain) loss
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(789 | ) | - | (789 | ) | |||||||
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Office and administrative
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59 | - | 59 | |||||||||
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Professional fees
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61,397 | - | 61,397 | |||||||||
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Transfer agent and filing fees
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2,745 | - | 2,745 | |||||||||
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Mineral property exploration expenditures
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50,700 | - | 50,700 | |||||||||
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Net operating loss before other items
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(886,448 | ) | (253,169 | ) | (1,139,617 | ) | ||||||
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Other items
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Expense unamortized discount on convertible note
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- | 1,219,507 |
(c)
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1,219,507 | ||||||||
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Loss on retirement of debt
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- | 5,704,023 |
(c)
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5,704,023 | ||||||||
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Gain on deconsolidation of subsidiary
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- | (208,847 | ) | (208,847 | ) | |||||||
| - | 6,714,683 | 6,714,683 | ||||||||||
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Net loss and comprehensive loss for the period
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(886,448 | ) | (6,967,852 | ) | (7,854,300 | ) | ||||||
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Basic and diluted loss per common share
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** | ** | ||||||||||
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Weighted average number of common shares used in per share calculations
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38,876,188 | 38,876,188 | ||||||||||
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** Less than $0.01
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- 3 -
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First Columbia Gold Corp.
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(formerly Amazon Goldsands, Inc.)
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(An Exploration Stage Company)
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Proforma Statement of Operations
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(Expressed in U.S. Dollars)
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(Unaudited - Prepared by Management)
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For the three
month period
ended
June 30, 2011
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Proforma
Adjustments
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Proforma | ||||||||||
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Expenses
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Amortization - property and equipment
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898 | - | 898 | |||||||||
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Bank charges and interest
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318,042 | 253,169 |
(c)
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571,211 | ||||||||
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Consulting and management fees (recovery) (Note 8)
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100,142 | - | 100,142 | |||||||||
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Foreign exchange (gain) loss
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(1,583 | ) | - | (1,583 | ) | |||||||
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Office and administrative
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59 | - | 59 | |||||||||
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Professional fees
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51,462 | - | 51,462 | |||||||||
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Transfer agent and filing fees
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2,088 | - | 2,088 | |||||||||
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Mineral property exploration expenditures
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50,700 | - | 50,700 | |||||||||
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Net operating loss before other items
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(521,808 | ) | (253,169 | ) | (774,977 | ) | ||||||
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Other items
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Expense unamortized discount on convertible note
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- | 1,219,507 |
(c)
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1,219,507 | ||||||||
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Loss on retirement of debt
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- | 5,704,023 |
(c)
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5,704,023 | ||||||||
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Gain on deconsolidation of subsidiary
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- | (208,847 | ) | (208,847 | ) | |||||||
| - | 6,714,683 | 6,714,683 | ||||||||||
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Net loss and comprehensive loss for the period
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(521,808 | ) | (6,967,852 | ) | (7,489,660 | ) | ||||||
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Basic and diluted loss per common share
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** | ** | ||||||||||
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Weighted average number of common shares used in per share calculations
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39,503,585 | 39,503,585 | ||||||||||
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** Less than $0.01
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- 4 -
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First Columbia Gold Corp.
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(formerly Amazon Goldsands, Inc.)
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(An Exploration Stage Company)
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Proforma Statement of Operations
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(Expressed in U.S. Dollars)
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(Unaudited - Prepared by Management)
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For the year
ended
December 31, 2010
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Proforma
Adjustments
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Proforma
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Expenses
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Amortization
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15,970 | - | 15,970 | |||||||||
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Bank charges and interest
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663,090 | - | 663,090 | |||||||||
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Consulting and management fees (recovery) (Note 8)
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280,122 | - | 280,122 | |||||||||
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Foreign exchange (gain) loss
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956 | - | 956 | |||||||||
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Office and administrative
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36,386 | - | 36,386 | |||||||||
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Professional fees
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88,450 | - | 88,450 | |||||||||
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Transfer agent and filing fees
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11,439 | - | 11,439 | |||||||||
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Mineral property exploration expenditures
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35,775 | - | 35,775 | |||||||||
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Net operating loss before other items
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(1,132,188 | ) | - | (1,132,188 | ) | |||||||
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Other items
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Expense unamortized discount on convertible note
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- | - | - | |||||||||
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Loss on retirement of debt
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- | - | - | |||||||||
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Gain on deconsolidation of subsidiary
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- | - | - | |||||||||
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Net loss and comprehensive loss for the period
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(1,132,188 | ) | - | (1,132,188 | ) | |||||||
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Basic and diluted loss per common share
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** | ** | ||||||||||
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Weighted average number of common shares used in per share calculations
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31,638,831 | 31,638,831 | ||||||||||
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** Less than $0.01
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- 5 -
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First Colombia Gold Corp
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Notes To The Proforma Financial Statements
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The preceding unaudited condensed combined consolidated pro forma balance sheet and statement of operations have been prepared as if the transaction was completed on June 30, 2011. There is no resulting effect from the transaction on the statement of operations for the year ended December 31, 2010. The following pro forma adjustments have been made:
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(a) This adjustment reflects the elimination of the mineral property interests acquired as part of the Mineral Rights Option Agreement, as amended.
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(b) This adjustment reflects the elimination of accounts payable and related party payables attributable to the deconsolidated subsidiary.
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(c) This adjustment reflects the elimination of the current and long term portion of the convertible promissory notes. The total outstanding liability as of June 30, 2011 includes notes payable in the amounts of $250,000 and $3,250,000, accrued interest of $426,904 and unamortized discount on the beneficial conversion feature of $1,377,169. A charge to interest expense of $253,169 was incurred for the period from July 1, 2011 to September 21, 2011 which includes amortization of the discount on the beneficial conversion feature of $157,662. As of September 21, 2011 the remaining discount on the beneficial conversion feature of $1,219,507 was charged to interest
expense per FASB ASC 470-20-40-1. The retirement of the convertible notes payable resulted in a loss of $5,704,023.
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(d) The adjustment to retained earnings consists of the proforma adjustments of $6,967,852 in the proforma statement of operations and the elimination of $1,335 of retained earnings as a result of the deconsolidation of the subsidiary entity.
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(e) This adjustment reflects the elimination of the non-controlling interest as a result of the deconsolidation of the subsidiary entity.
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- 6 -