SECURITIES AND EXCHANGE COMMISSION
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of November, 2007
Commission File Number 001-32748
CORRIENTE RESOURCES INC. |
(Translation of registrants name into English) |
520 - 800 West Pender Street, Vancouver, British Columbia, CANADA V6C 2V6 |
(Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F _____ Form 40-F X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No X
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Document | |
1. | |
2. | Interim Consolidated Financial Statements for the quarter ended September 30, 2007 |
3. | Certification of Interim Filings - CEO |
4. | Certification of Interim Filings - CFO |
CORRIENTE RESOURCES INC.
MANAGEMENTS DISCUSSION & ANALYSIS
Nine-Month Period Ended September 30, 2007
(Expressed in Canadian dollars unless otherwise noted)
November 7, 2007
Managements Discussion and Analysis supplements, but does not form part of, the unaudited interim consolidated financial statements of Corriente Resources Inc. ("Corriente" or "the company") and the notes thereto for the nine-month period ended September 30, 2007. Consequently, the following discussion and analysis of the financial condition and results of operations for Corriente should be read in conjunction with the unaudited interim consolidated financial statements and related notes thereto for the three and nine-month periods ended September 30, 2007 and 2006 and with the companys audited consolidated financial statements and related notes thereto for the years ended December 31, 2006, 2005 and 2004 which are prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). The accounting policies have been consistently followed in preparation of these financial statements, except that the company has adopted the guidelines governed by Sections 1530 and 3855 of the CICA Handbook, "Comprehensive Income" and "Financial Instruments Recognition and Measurement", respectively, commencing January 1, 2007.
The above-referenced financial statements and other information, including the companys Annual Information Form, can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The companys shares are listed on the Toronto Stock Exchange (under the symbol "CTQ") and on the American Stock Exchange (under the symbol "ETQ").
All dollar amounts referenced, unless otherwise indicated, are expressed in Canadian dollars.
Forward-Looking Statements
Certain of the statements made and contained in this Managements Discussion and Analysis ("MD&A") is "forward-looking information" within the meaning of the Ontario Securities Act or "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 of the United States. Forward looking statements include estimates and statements that describe the companys future plans, objectives, goals and expectations, including words to the effect that the company or management expects a stated condition or result to occur. Wherever possible, words such as "anticipate", "may", "will", "expect", "believe", "plan" and other similar expressions have been used to identify these forward-looking statements. These statements reflect managements beliefs and are based on information currently available to the companys management. Forward-looking statements involve significant risks, uncertainties and assumptions. Although the company believes that these statements are based on reasonable assumptions, a number of factors could cause the actual results, performance or achievements of the company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. For a comprehensive review of risk factors, please refer to the section entitled "Risk Factors" in both the companys Annual Information Form and this MD&A, each as filed on SEDAR. The company disclaims any obligation to update or revise any forward-looking statements to reflect new events or circumstances. Readers are cautioned not to put undue reliance on these forward-looking statements.
Cautionary Note to U.S. Investors
All references to mineral reserves and resources contained in this MD&A are determined in accordance with National Instrument 43-101 ("NI 43-101") Standards of Disclosure for Mineral Projects, an instrument made under Canadian securities regulations. While the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are recognized and required by Canadian regulations, they are not defined or recognized by the U.S. Securities and Exchange Commission ("SEC"). As such, information contained in this MD&A concerning descriptions of mineralization and resources, as determined in accordance with Canadian standards, may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC. "Indicated mineral resource" and "inferred mineral resource" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of the mineral resources in these categories will ever be upgraded to a higher category of resource.
Page 1 of 18
Corporate Governance Management of the company is responsible for the preparation
and presentation of the annual and interim consolidated financial statements and
notes thereto and the accompanying MD&A and other information contained therein.
Additionally, it is managements responsibility to ensure the company complies
with the laws and regulations applicable to its activities. The companys management is accountable to the Board of
Directors ("Directors"), each member of which is elected annually by the
shareholders of the company. The Directors are responsible for reviewing and
approving the annual and interim consolidated financial statements and the MD&A.
Responsibility for the review and approval of the companys
quarterly unaudited interim consolidated financial statements and related MD&A
is delegated by the Directors to the Audit Committee, which is comprised of four
directors, all of whom are independent of management. The auditors are appointed annually by the shareholders to
conduct an audit of the companys annual consolidated financial statements in
accordance with generally accepted auditing standards in Canada and the
standards of the Public Company Accounting Oversight Board in the United States.
The auditors have complete access to the Audit Committee to discuss audit,
financial reporting and other related matters resulting from the annual audit as
well as to assist the members of the Audit Committee in discharging their
corporate governance responsibilities. Additionally, the Audit Committee
pre-approves all audit and non-audit services provided by the companys
auditors. Corrientes corporate governance policies are described on
the companys website (www.corriente.com) and in its Management
Information Circular prepared for the May 2007 Annual and Special General
Meeting of shareholders, which is available for review on SEDAR. The disclosure
statement included therein was prepared by the companys Corporate Governance
and Nominating Committee and approved by the Directors. Disclosure Controls and Procedures Management is responsible for establishing and maintaining
disclosure controls and procedures and internal control over financial reporting
for the company. Corriente has daily, weekly, monthly and annually-applied
procedures that, when considered in the aggregate and in conjunction with
current internal controls, are considered to be effective disclosure controls.
In addition, Corriente has created a Corporate Disclosure Committee (the "CD
Committee"), comprised of the Chief Executive Officer, Senior Vice-President and
Chief Financial Officer. The CD Committee supplements these periodic processes.
Disclosure controls and procedures have been developed to
ensure that material information relating to Corriente and its subsidiaries is
made known to management by others within those entities, particularly within a
period in which a disclosure report is being prepared. These involve:
identification of continuous disclosure requirements under securities laws, rules and policies applicable to Corriente.
identification of the individuals responsible for preparing reportable information and individuals, whether internal or external, responsible for reviewing reports or portions of reports to verify disclosure made with respect to their areas of responsibility or expertise.
establishment of timetables for the preparation and adequate review of reportable information.
procedures for obtaining sign-off on disclosure of reportable information and receipt of written consents from experts whose reports are included or referred to in any disclosure.
procedures for the identification and timely reporting to the CD Committee of information which may constitute material information or which may constitute a material change to previously disclosed material information, including the identification of individuals who are likely to learn first about events outside the control of Corriente that may give rise to material information.
procedures for the identification and reporting to the Audit Committee of any fraud, whether or not material, that involves management or other employees who have a significant role in Corrientes internal controls.
ensuring the procedures are followed with respect to the release of each disclosure made in writing and for the review of any disclosure made orally.
ongoing evaluation of Corrientes disclosure controls and procedures.
Page 2 of 18
Corriente and its subsidiaries are relatively small in size
and operate in a very integrated management environment. That is, senior
management is in constant contact with many of Corrientes staff, suppliers,
regulators and the like on an ongoing and detailed basis. This allows one or
more of senior management to be in a position where they will be aware of
material events or information. While senior management may not be aware of all
things at all times, it believes that the probability of a material event or
material information being missed or not being disclosed on a timely basis is
very small. Based upon its evaluation, management has determined that as
at September 30, 2007, the companys disclosure controls and procedures were
effective and provided reasonable assurance regarding the reliability of
financial reporting and the preparation of its interim filings for external
purposes in accordance with Canadian GAAP, for the period ended September 30,
2007. Internal Controls Over Financial Reporting (ICFR) Management has designed, established and is maintaining a
system of internal controls over financial reporting to provide reasonable
assurance that the financial information prepared by the company for external
purposes is reliable and has been recorded, processed and reported in an
accurate and timely manner in accordance with Canadian GAAP and reconciled to
U.S. GAAP on an annual basis. The Chief Executive Officer and the Chief Financial Officer
have evaluated whether there were any changes to the companys ICFR during the
nine-month period ended September 30, 2007 that have materially affected, or are
reasonably likely to materially affect the companys ICFR. No such changes were
identified from their evaluation.
General Corporate
Corriente is a Canadian-based junior resource company engaged in the exploration and development of copper-gold mineral properties located primarily in the Rio Zamora copper porphyry district (known as the "Corriente Copper Belt"), in the Morona-Santiago and Zamora-Chinchipe provinces of Ecuador. Under various agreements signed with certain subsidiaries of BHP Billiton Plc ("BHP Billiton"), the company has earned a 100% interest in certain mineral property concessions in the Corriente Copper Belt, the most advanced of which is the Mirador Project. This required the issue of shares to BHP Billiton and the expenditure of exploration funds under the terms of these agreements. Additionally, these concessions are subject to a 2% Net Smelter Royalty ("NSR") payable to BHP Billiton, although the company has the option to reduce the NSR to 1% for the Mirador, Panantza and San Carlos mineral properties upon the payment of U.S.$2 million to BHP Billiton for each such property.
Corriente controls a 100% interest in over 53,000 hectares located within the Corriente Copper Belt (the "Belt"). The company has identified four copper and copper-gold porphyry deposits in the Belt: Mirador; Mirador Norte; Panantza; and San Carlos. Corriente continues to move towards construction of a starter project at its Mirador/Mirador Norte copper-gold project (the "Mirador Project") and during the second quarter of 2007, engineering and feasibility work was substantially completed for which an updated technical report should be available later in the fourth quarter of this year. This report will include a summary of the economic model for a first phase 30,000 tonne per day concentrator operation at Mirador. Management believes that the Mirador Project is one of the few new, sizeable copper projects in the world available for production by 2010.
Additionally, engineering work on the Preliminary Assessment of a 90,000 tonne per day combined Panantza-San Carlos copper mining operation started recently. A technical report for this project will be completed in the fourth quarter of this year.
The companys executive head office is located in Vancouver, Canada while its Ecuador operations are run from its Ecuador operations office located in Quito, Ecuador. The company has camp locations at the companys major projects. With the exception of short-term operational requirements for its Ecuador operations, funds have been maintained and controlled in Vancouver, both in Canadian and U.S. dollars. In addition to its core staff located in Vancouver and Quito, the company engages consultants as necessary, to provide geological, mine development and construction consulting, design, engineering and other services. Overhead costs and efficiencies in Ecuador continue to compare favourably with other South American exploration areas.
Page 3 of 18
Plan of Arrangement spin-off of Caya 36/Piedra Liza gold
exploration targets On April 3, 2007, the company announced that its Directors
had approved the spin-off of the companys Caya 36 (Tundayme) and Piedra Liza
gold properties into a new company, by means of a Plan of Arrangement (the
"Arrangement"). The Arrangement was approved by shareholders at the companys
May 24, 2007 Annual and Special General Meeting and closed on June 18, 2007.
Under the Arrangement, which was also approved by the British Columbia Supreme
Court, the companys shareholders received shares of a new private company, Q2
Gold Resources Inc. ("Q2 Gold") which holds the gold properties, on the basis of
one (1) Q2 Gold share for every three (3) common shares of Corriente held by
them at the close of business on June 15, 2007. In connection with the Arrangement and to assist Q2 Gold with
its business objectives, Corriente and Q2 Gold entered into a secured,
interest-bearing convertible loan agreement dated April 23, 2007 pursuant to
which Corriente agreed to lend Q2 Gold up to $750,000 to be advanced in
instalments (the "Loan"). As at September 30, 2007, $381,808 was owed by Q2
Gold to the company. The Loan principal and unpaid interest are due on the
earlier of December 31, 2008 and the first date on which Q2 Gold obtains a
prospectus filing receipt with respect to any of its securities in any province
of Canada. At any time prior to maturity, Corriente can require Q2 Gold to
convert, in whole or in part, the principal amount outstanding and accrued
interest of the Loan into Q2 Gold Shares at a conversion price equal to $0.10
per share. Q2 Gold can repay any or all of the outstanding Loan at any time
prior to maturity or conversion. The company believes the Arrangement and
spin-off is not material to the company, therefore note disclosure of
discontinued operations is not being presented. Full details of the transaction were included in the
Management Information Circular sent to shareholders in connection with the
companys May 24, 2007 Annual and Special General Meeting of shareholders that
is available on SEDAR. Share Capital Outstanding Share Data The companys authorized capital consists of an unlimited number (2006
100,000,000) of common shares without par value. As at November 7, 2007, there are 74,927,393 issued and
outstanding common shares, and options to purchase an aggregate of 2,702,500
common shares, of which 1,234,838 had vested in accordance with the vesting
provisions discussed below: Incentive Stock Option Plan Under the companys Incentive Stock Option Plan (the "Plan"),
the number of shares that may be reserved for grant under the Plan is a rolling
maximum of 10% of the number of common shares actually outstanding immediately
prior to the grant of any particular option. The exercise price established for options granted under the
Plan is equal to the closing market price of the companys shares on the Toronto
Stock Exchange on the trading day immediately prior to the grant of the option.
Page 4 of 18
Options granted generally have expiry dates five years from the date of grant
and the following vesting provisions:
Options granted to executive officers, directors and other head office personnel vest on the basis of 1/16th of the total each quarter (from grant date), with such vesting being accelerated based on a change in control of Corriente and/or the attainment of clearly identified milestones, as determined by the companys Directors.
Options granted to Corriente subsidiary personnel vest on a cumulative basis of 50% of the total granted after 12 months from the grant date, 75% of the total granted after 18 months from the grant date and 100% of the total granted after 24 months from grant date, with such vesting being accelerated based on a change in control of Corriente, as determined by the companys Directors.
The following summarizes the stock options granted during the first nine months of 2007 (unaudited):
|
|
Exercise |
|
|
|
Date of grant |
Date of expiry |
Price |
|
Recipients |
Granted |
January 1, 2007 | January 1, 2012 | $4.10 | Executive officers | 290,000 | |
June 1, 2007 | June 1, 2012 | $3.66 | Directors | 125,000 | |
July 12, 2007 | July 12, 2012 | $4.90 | Subsidiary personnel | 380,000 | |
July 12, 2007 | July 12, 2012 | $4.90 | Head office personnel | 67,500 | |
Total | 862,500 |
There have been no stock options granted after September 30, 2007.
The following is a summary of stock option transactions during the first nine months of 2007 (unaudited):
|
Number of |
Weighted average |
|
options |
exercise price |
Balance at December 31, 2006 | 2,435,000 | $4.05 |
Granted in 2007 | 862,500 | 4.45 |
Exercised in 2007 | (175,000) | 3.38 |
Expired in 2007 | (175,000) | 3.32 |
Terminated in 2007 | (245,000) | 4.91 |
Balance at September 30, 2007 | 2,702,500 | $4.19 |
Of the 862,500 options granted during the first nine months of 2007, 44,060 had vested and 15,000 had terminated as at September 30, 2007. As at September 30, 2007, 1,188,433 of the companys 2,702,500 outstanding stock options had vested in accordance with the above-referenced vesting provisions.
Mirador Project
Suspension of Work
In September 2006, Corrientes Directors reviewed the development status of the Mirador Project and approved managements recommendation of the placement of orders for long lead-time equipment for the project. This equipment included the main components of the grinding circuit such as the SAG and ball mills. The company was working on a timeline that had an estimated completion date of the Mirador Project and start of production during the fourth quarter of 2008. These items were on the critical path to meet that deadline.
In November 2006, a series of protests began that were held in the Morona-Santiago and Zamora-Chinchipe provinces of Ecuador against resource development in general. After a number of ineffective negotiating sessions were held with the protesters, the federal government asked the company to temporarily suspend its Mirador Project activities to aid in the negotiating process. In order to secure the safety and security of local communities and supporters, Corriente agreed to temporarily halt its field project work.
Page 5 of 18
On January 25, 2007, the company announced that there would be a delay in the planned start of production at Mirador from late 2008 to approximately mid-2009. This delay is largely due to adjustments to long lead-time equipment deliveries as a result of the decision to move off of the previous accelerated Mirador Project development plan. This plan was based on having key permits and government agreements completed by January 2007. Since these permit applications and agreements are still being processed and the company is restricted from resuming planned development activities at Mirador, the Directors elected to minimize the companys Mirador Project obligations.
This decision also resulted in the termination clauses of certain agreements with suppliers of key long lead-time components to the Mirador Project to be invoked, for which charges for work incurred of $2,951,000 ($U.S.2,532,000) were accrued at December 31, 2006 and capitalized to mineral properties. The company was able to sell these partially completed assets to third parties in the first quarter of 2007 for net proceeds of $2,750,257 ($U.S.2,382,000), which was received on April 13, 2007 and recorded as a recovery of mineral property expenditures.
In connection with this timeline extension, the company implemented a restructuring of its Ecuador operations to reduce the number of its employees while still maintaining a core group of technical and professional staff. The company recorded a severance expense of approximately $875,000 ($U.S. 792,500) during the nine months ended September 30, 2007 as a result of this restructuring.
To November 7, 2007, there has been no change in the suspension of fieldwork at the Mirador Project site (see also Foreign Country and Political Risk).
Despite the suspension of field activities at the Mirador Project site, the company has continued work on enhancements to various engineering aspects of the Mirador Project, such as working on a new tailings and waste rock storage concept, which is expected to have a number of benefits including reducing the environmental footprint of our mining operations, ensuring a more robust closure plan and ultimately, be able to achieve significant enhancements to project value. Engineering, project planning and procurement timelines for the Mirador Project are also being adjusted, pending the lifting of the suspension and approval of development permits and related project agreements by the Ecuador government.
Additionally, the company has increased its community relations and government affairs activities at the local, regional and federal levels of government.
Reflecting the above, the company incurred deferred development costs for the Mirador Project of $11,273,678 for the nine-month period ended September 30, 2007, including $4,545,272 for the three-month period ended September 30, 2007.
Mirador Project Resources
With the copper mineral resources identified at Mirador Norte and announced in November 2006, the estimated indicated and inferred resources available for processing from the planned Mirador Project concentrator increased to approximately 11 billion pounds of copper.
Mirador Norte is located less than 1,000 metres from the planned Mirador Project milling facility. Confirmation of resources at Mirador Norte provides additional options for the development of Mirador, including access to higher-grade enriched material from the shallow parts of Mirador Norte and the flexibility of being able to shift production from one pit to another.
Going forward, various combined mine planning options are being evaluated to maximize the economic returns using a common milling facility from the resources that have been identified at Mirador and Mirador Norte.
During the third quarter, engineering and feasibility work was substantially completed, for which a completed technical report is expected to be available later in the fourth quarter of this year. This report will include a summary of the economic model for a first phase 30,000 tonnes per day concentrator operation at Mirador.
Page 6 of 18
Environmental sampling and monitoring work at Mirador
The hydrological monitoring program at Mirador commenced in
2004 and currently includes 28 surface sampling points from the local drainages,
12 subsurface sampling points and the main discharge river of Tundayme. The
Mirador Norte water sampling program began in 2005 and shares several of the
same drainages as Mirador such as the Quimi and Wawayme Rivers. An expanded
surface and subsurface water monitoring program for Mirador Norte is currently
under design. Power Alternatives The company is continuing its evaluation of a number of
viable alternatives for the Mirador Project power supply. The estimated demand
for the Mirador Project is 30 MW. The options under consideration include the
following: 1.
Connecting to an existing hydroelectric plant that is located near the Mirador Project site. With planned expansions, this hydroelectric plant complex will have a capacity of 59 MW;
2.
Developing a potential 56 MW (preliminary evaluation) hydroelectric project located approximately 10 km from the Mirador Project site;
3.
Developing a potential 30 MW hydroelectric project located 70 km from the Mirador Project site;
4.
Connecting directly to the Ecuador electrical grid. The company is considering two options for such a connection; and/or
5.
Installing an onsite thermal power generation plant.
The above options are being evaluated for economic feasibility, stability, reliability, constructability, and maintainability. The company is confident that it can secure a reliable power supply for the Mirador Projects phase one needs and also for future expansion.
Environment Impact Assessment ("EIA")
On May 4, 2006, Corriente announced that the Mirador Projects EIA was approved by the Ministry of Petroleum and Mines ("MPM", formerly called the Ministry of Energy and Mines) of Ecuador.
The EIA covered both the environmental aspects of proposed mining operations in Mirador and community and social plans associated with the same project. During the lengthy preparation of the EIA, the company worked closely with the MPM to ensure that the report met all required government guidelines and regulations. The Mirador EIA is one of the most comprehensive documents on social and environmental issues ever submitted to the MPM in Ecuador for a mining project. The submission of the EIA and subsequent approval followed an extensive consultation process with local communities carried out in late November and early December 2005.
As a requirement of the MPMs approval of the EIA, the company was required to post U.S. $3,019,539 (Cdn.$ equivalent at September 30, 2007 $3,003,837; December 31, 2006 $3,518,971) in favour of the MPM as a security deposit against the companys obligations under the EIA. The required security deposit amount is reviewed on an annual basis by the MPM and subject to adjustment as the project progresses to completion.
In September 2006, the company filed an amendment to the EIA ("EIAA") to allow for mill, tailings and dump location changes to the original mine plan. Subsequent public consultations were successful. However, the EIAA was rejected by authorities in May 2007 and is currently being revised for re-submittal. The revised EIAA will also include recent improvements to the mine layout at Mirador.
For the company to receive a mine operating permit for the Mirador Project, approvals for the EIAA and construction and operating-related permit applications must be received from the MPM and other Ecuador governmental authorities during the course of development of the Mirador mine, prior to the beginning of mine operations.
Page 7 of 18
Community Relations and Sustainable Development The company has designed and implemented a number of
community relations ("CR") plan strategies after identifying local and regional
communities needs as well as the related impacts of the companys future mining
activities on these communities. The companys CR plans focus on the critical
needs of the local and regional communities and federal government and are
regularly reviewed to ensure appropriateness and effectiveness. The company continues to be committed to local communities in
all aspects of its mining and economic development activities. Since 2004, the
company has actively initiated and provided financial, equipment and manpower
resources in the areas of education, employment, health, building assistance,
environmental preservation, and cultural and economic development programs. Sustainable development is a process that aims to maintain
and improve the quality of life not only for the present generation in areas and
communities in which we work but also for future generations. It involves the
integration of three main components: environmental protection, social
sustainability and economic sustainability. Corrientes approach to business and sustainable development
involves implementing strategies beneficial to the community, environment and
the country and its economy. Our commitment and obligation to these strategies
extend beyond standard compliance with national and international guidelines and
involve building relationships based on honesty, openness and mutual trust. This
is the essence of our community relations and sustainable development theme "El
Trato Justo" or "A Fair Treatment." Personnel During of the latter half of 2006, the company began hiring
key management and technical staff for its Ecuador operating group, focused on
the development and operations of the companys Mirador Project, and found that
a high level of experienced technical and management expertise was attracted to
the Mirador Project and working in Ecuador. In connection with the Mirador Project timeline extension
referenced above, the company implemented a restructuring of its Ecuador
operations to reduce the number of its employees while still maintaining a core
group of technical and professional staff. As a result, during the nine months
ended September 30, 2007, the company incurred severance expenses totalling
approximately $875,000 ($U.S. 792,500).
Exploration
Panantza-San Carlos
The Panantza and San Carlos projects are located approximately 40 km north of the Mirador Project. Corriente was approximately halfway through the first phase of a planned 16 000 metres of drilling on the Panantza project when these activities were suspended as part of the Mirador Project suspension order. The drilling was the start of a planned two-year program to complete a feasibility study at Panantza and San Carlos, which is designed to incorporate the Panantza and San Carlos concessions into a single large copper development opportunity with aggregate inferred resources of 1.1 billion tonnes at a grade of 0.62% copper. As the two mineralized centres are only four kilometres apart, the plan contemplates a single processing facility for both open pits with concentrator mill throughputs of up to 90,000 tonnes/day.
Prior to 2006, Panantza was last drilled in 2001. Results from this previous drilling at Panantza included holes PA013 with 299 metres of 0.76% copper, hole PA012 with 269 metres of 0.97% copper, and PA017 with 64 metres of 1.29% secondary copper at the surface followed by 383m of 0.75% copper.
In 2006, an additional 25 holes totalling 8400 metres were completed. Results include hole PA039 with 17 metres of 1.31% copper in a secondary copper horizon overlying 399 metres of 0.66% copper, hole PA041 with 443 metres of 0.60% copper, and hole PA052 with 276 metres of 0.77% copper.
Existing inferred resources at Panantza have been recently updated by including the 2006 drilling results.
Page 8 of 18
A new block-model based resource estimate using a 0.4% copper
cut-off, reports approximately 463 million tonnes grading 0.66% copper
containing 6.7 billion pounds of copper. The 2006 drilling added close to a
billion pounds of copper to the previous Panantza resource. During completion of
the drill programme, Corriente will focus on converting most of this resource to
the measured and indicated category. One objective of the 2006 Panantza drilling program was to
define the southern edge of the Panantza mineralization. However, rather than
delineate the edge of the Panantza deposit, the 2006 results indicate the
Panantza mineralization extends farther south than previously recognized. The
southernmost holes drilled, PA033 and PA034, were both terminated in copper
mineralization averaging over 0.8% Cu at the hole bottoms, at approximately 330
metres and 342 metres deep respectively. The Panantza drill plan has now been
expanded to complete additional holes to follow this mineralization to the
south. In addition, the deepest holes from this round of drilling
(such as PA051) indicate that mineralization extends more than 200 metres deeper
than previous drilling in the southwest portion of the deposit and
mineralization remains open for further extension at depth. The deposit is also
still open to the west. San Carlos is a large copper-molybdenum mineralized porphyry
system with dimensions of about 2000 metres x 2500 metres. The mineralization
has been tested with 25 diamond drill holes at variable spacing, drilled by BHP
Billiton in 1997 and 1998. The current inferred resource estimate based on these
drill holes, calculated at a 0.4% copper cut-off, is 657 million tonnes grading
0.61% copper, containing 8.8 billion pounds of copper. The next phase of
drilling will attempt to expand the resources and convert the bulk of the
inferred resources to the indicated category. Management of the company feels that the Panantza-San Carlos
concessions represent a rare opportunity to capitalize on six years of community
work, project engineering and management development expertise that has been
built around the companys Mirador Project. This body of knowledge will
significantly assist in the project development process and at the same time
allow the company to take economic advantage of infrastructure that is being put
in place for the Mirador mine. During the nine-month period ended September 30, 2007, the
company incurred exploration and development costs of $922,305 for the Panantza-San
Carlos project, including $301,134 in the third quarter of 2007. The company
focused its exploration efforts for the Panantza-San Carlos project on its
community relations programs in the district, reviewed the status of all
exploration-based EIAs and associated audits and reviewed a series of project
proposals from third parties. Additionally, engineering work on a Preliminary Assessment of
a 90,000 tonne per day combined Panantza-San Carlos copper mining operation
started during the recent quarter. A technical report for this project will be
completed and disclosed in the fourth quarter of this year. Management recognizes that the size of the combined Panantza
San Carlos project is better suited to the capabilities of a large integrated
copper mining company in partnership with the company. Consequently, discussions
have begun with several parties who are interested in a mining operation of large scale, which will enable the company to stay focused on development of the
Mirador Project as a priority. Other Exploration Targets Exploration costs of $310,051 were attributed to the
companys remaining copper exploration targets in the Corriente Copper Belt for
the nine-month period ended September 30, 2007. Page 9 of 18
Following is a summary Table of Resources setting out the
companys mineral property resources for its Mirador/Mirador Norte and Panantza-San
Carlos concession blocks in the Corriente Copper Belt. Table of Resources 0.4% - Financial Results of Operations All of the financial information referenced below is expressed in Canadian
dollars (unless otherwise noted) and has been prepared in accordance with
Canadian GAAP. As the company has not had any revenue-producing mineral
properties, no mining revenues have been recorded to date. The losses in the
first three quarters of 2007 were primarily due to foreign exchange losses
attributable to the companys funds being held in U.S. dollars and the
significant drop in $C:$U.S. exchange rates. The earnings generated in the last
two quarters of 2006 were the result of significant interest income from the
investment of the proceeds of the companys May 2006 public offering. For the
second quarter of 2006, the company realized a gain on the receipt and sale of
shares received from prior years asset sales. For the last quarter of 2005, the
companys significant loss was due to the write-down of previously deferred
power project costs. In recent years, the companys losses largely reflect the
impact of foreign exchange losses on holdings of U.S. dollars and the timing of
the recording of non-cash stock-based compensation expenses attributable to the
Black-Scholes Option Pricing Model calculation of the fair value of stock
options vested, offset by interest income earned from cash and cash equivalents
on hand. Page 10 of 18
In periods of loss, basic and diluted loss per share are the
same because the effect of potential issuances of shares under options and
warrants would be anti-dilutive. As the company has not owned any
revenue-producing mineral properties, no mining revenues have been recorded to
date. The companys operations during the three-month period ended
September 30, 2007 produced a loss of $5,431,967 or $0.07 per share compared to
earnings of $477,995 or $0.01 per share for the same period in 2006. The current
period loss is primarily due to a $5,817,167 (or $0.08 per share) foreign
exchange loss (2006 $7,210 foreign exchange gain or $0.00 per share)
which reflects the strengthening of the Canadian dollar from $0.9386 U.S. at
June 30, 2007 to $1.0052 U.S. at September 30, 2007, subsequent to the
conversion of most of the companys cash to U.S. dollars in early 2007. As most
of the companys expenditures are, and will continue to be, in U.S. dollars, its
cash balances are held mostly in U.S. dollars. See Risk Factors - Currency Risk.
For the three months ended September 30, 2007, total
administration expenditures decreased by $118,588 from the same period for 2006,
reflecting a $437,609 decrease in non-cash stock-based compensation expense
offset by increases in: i) legal and accounting costs of $176,272, predominantly
for costs related to Sarbanes-Oxley compliance work and tax advisory services,
including those related to the Arrangement; ii) corporate development and
shareholder expenses of $74,099 due to increased shareholder information
expenses, iii) regulatory fees of $37,076 because of sustaining fees paid to the
American Stock Exchange in the third quarter of 2007; and iv) management fees,
wages & benefits of $29,435 due to increased staffing costs. Interest income
during the three-month period ended September 30, 2007 decreased to $1,306,676
compared to $1,467,449 in the same period for 2006 due to a lower average cash
balance. For the nine-month period ended September 30, 2007, the
company had a net loss of $14,611,281 (or $0.20 per share), compared with
earnings of $517,688 (or $0.01 per share) for the corresponding period in 2006.
Strengthening of the Canadian dollar from $0.8581 U.S. at December 31, 2006 to
$1.0052 U.S. at September 30, 2007 accounted for almost all of this increase in
loss, as the companys foreign exchange loss increased to $15,219,950 in the
first nine months of 2007 compared to a foreign exchange gain of $62,347 in the
same period in 2006. Administration expenses increased to $2,536,835 for the
nine-month period ended September 30, 2007 compared to $2,331,845 in the same
period for 2006. Most of this increase was due to an increase of legal and
accounting costs increased in the first nine months of 2007 by $315,976 due
mostly to costs related to the Arrangement. Corporate development and
shareholder expenses increased by $139,710 because of increased shareholder
information requirements due to the recent engagement of a new investor
relations firm and also the additional costs related to the company being listed
on the American Stock Exchange. Management fees, wages & benefits increased by
$61,858 in the nine-month period ended September 30, 2007 compared to the same
period of 2006 due to increased staffing costs. Non-cash stock-based
compensation expense decreased by $185,026. Regulatory fees were higher in the
first nine months of 2006 due to application and listing fees paid to the
American Stock Exchange for the companys initial listing of its shares on AMEX
in April 2006. Travel expenses also decreased in the nine-month period ended
2007 by $53,066 compared to the same period in 2006. Also incurred in the first
half of 2007 were severance costs totalling $875,393 due to a restructuring of
our Ecuador operations (see Mirador Project). Deferred mineral property development and exploration costs
incurred on the companys Mirador Project and exploration target projects within
the Corriente Copper Belt totalled $12,558,183 for the nine months ended
September 30, 2007 versus $13,635,190 for the same period in 2006, reflecting
the companys work in furthering development of the Mirador Project starter mine
as well as exploration and development work on the Panantza-San Carlos project.
For the three month period ended September 30, 2007, expenditures within the
Corriente Copper Belt totalled $4,802,372 (2006 - $7,271,776). As in recent
years, all exploration and development work was contained to the companys
Corriente Copper Belt mineral properties. Page 11 of 18
For the nine month period ended September 30, 2007, the
estimated fair value of the granted options to be expensed or capitalized
totalled $1,595,750 (2006 - $735,801), of which $550,775 (2006 $735,801) is
included in stock-based compensation expense and $1,044,975 (2006 $Nil) is
included in mineral properties. During the three month period ended September
30, 2007, the estimated fair value of the granted options to be expensed or
capitalized totalled $568,754 (2006 - $621,410), of which $183,801 (2006
$621,410) is included in stock-based compensation expense and $384,953 (2006
$Nil) is included in mineral properties. These amounts reflect the fair value of
stock options expensed as calculated using the Black-Scholes Option Pricing
Model. Related party transactions There were no related party transactions in the first nine
months of 2007. Change in Accounting Policies Effective January 1, 2007, the company adopted the guidelines
governed by Sections 1530 and 3855 of the CICA Handbook, "Comprehensive Income"
and "Financial Instruments Recognition and Measurement". Comprehensive Income (Section 1530) is the change in a
companys net assets that results from transactions, events and circumstances
from sources other than the companys shareholders and includes items that would
not normally be included in net earnings such as unrealized gains or losses on
available-for-sale investments. Financial Instruments Recognition and Measurement (Section
3855) requires that all financial assets, except those classified as held to
maturity, and derivative financial instruments, must be measured at fair value.
All financial liabilities must be measured at fair value when they are
classified as held for trading, otherwise, they are measured at amortized cost.
Accounting Estimates, Policies and Standards As a new Canadian accounting standard is released, the Chief
Financial Officer undertakes a review and evaluation to determine if it is
applicable. If there is any uncertainty in its applicability, Corriente solicits
the input of its professional advisors and the Audit Committee. If the new
standard is applicable to Corriente, it is then analyzed and summarized in a
manner that effectively documents and evaluates the impact on Corriente, and to
determine the immediate action, if any, Corriente would need to undertake in
order to comply with the new standard. Quarterly, the documented standards are
reviewed, and updated as required, to ensure that a standard is still
applicable, and that Corriente remains in compliance. The details of the companys significant accounting policies
are presented above and in note 2 of the companys audited consolidated
financial statements for the year ended December 31, 2006, which can be found on
SEDAR. The following policies are considered by management to be essential to
understanding the processes and reasoning that go into the preparation of the
companys financial statements and the uncertainties that could have a bearing
on its financial results. Mineral Properties The company capitalizes all costs related to investments in
mineral property interests on a property-by-property basis. Such costs include
mineral property acquisition costs, exploration and development expenditures.
Costs are deferred until such time as the extent of mineralization has been
determined and mineral property interests are either developed, the property
sold, abandoned, the companys mineral rights allowed to lapse or written down
to fair value if the properties are impaired. The amounts shown for mineral properties represent costs
incurred to date and do not necessarily reflect present or future values. These costs are depleted over the useful lives of the
properties upon commencement of commercial production or written down to fair
value if the properties are abandoned, become impaired or the claims allowed to
lapse. Asset impairment Page 12 of 18
When events or changes in circumstances indicate that the
carrying amounts of the related mineral properties, plant and equipment may not
be recoverable, management of the company reviews and evaluates the carrying
value of each mineral property for impairment. If the total estimated future
cash flows on an undiscounted basis are less than the carrying amount of the
asset, an impairment loss is measured and assets are written down to fair value
which is normally the discounted value of future cash flows. Where estimates of
future net cash flows are not available and where other conditions suggest
impairment, management assesses whether carrying value can be recovered by
considering alternative methods of determining fair value. When it is determined
that a mineral property is impaired, it is written down to its estimated fair
value in accordance with the CICA Handbook Section 3063 "Impairment of
Long-Lived Assets". Stock-based Compensation The Company accounts for stock options at fair value pursuant
to CICA Handbook section 3870, which established standards for the recognition,
measurement and disclosure of stock-based compensation and other stock-based
payments. Management is required to make significant estimates about future
volatility and the period in which stock options will be exercised. The
selection of the estimated volatility figure, and the estimate of the period in
which an option will be exercised can have a significant impact on the costs
recognized for stock based compensation. The estimates concerning volatility are
made with reference to historical volatility, which is not necessarily an
accurate indicator of volatility which will be experienced in the future. The
exercise of options may occur at times different than those estimated, or
options may expire unexercised. Compensation expense for options granted is
determined based on estimated fair values of the options at the time of grant
using the Black-Scholes option pricing model, the assumptions of which can be
found in note 6 (c) of the companys consolidated financial statements for the
year ended December 31, 2006. The cost is recognized over the vesting period of
the respective options and is either expensed or capitalized to mineral
properties for grants to individuals working directly on mineral projects. Environmental protection practices The company is subject to the laws and regulations
relating to environmental matters in all jurisdictions in which it operates,
including provisions relating to property reclamation, discharge of hazardous
material and other matters. The company may also be held liable should
environmental problems be discovered that were caused by former owners and
operators of its properties and properties in which it has previously had an
interest. The company conducts its mineral exploration and development
activities in compliance with applicable environmental protection legislation.
The company is not aware of any existing environmental problems related to any
of its current or former properties that may result in material liability to the
company. Off-balance sheet arrangements The company has not entered into any off-balance sheet
arrangements such as obligations under certain guarantee contracts, retained or
contingent interests in assets transferred to an unconsolidated entity,
obligations under derivative instruments that are classified as equity or
obligations under material variable interests in unconsolidated entities that
conduct certain activities such as financing, liquidity, market risk or credit
support. Liquidity and Capital Resources Generally, a non-GAAP financial measure is a numerical
measure of a companys performance, financial position or cash and cash
equivalents flows that either excludes or includes amounts that are not normally
excluded or included in the most directly comparable measure calculated and
presented in accordance with generally accepted accounting principles ("GAAP").
Working capital calculations or changes are not measures of financial
performance (nor do they have standardized meanings) under either Canadian GAAP
or U.S. GAAP. In evaluating these measures, readers should consider that the
methodology applied in calculating such measures may differ among companies and
analysts. Working capital (defined as current assets minus current
liabilities) as at September 30, 2007 was $96,521,289, compared to $120,064,518
at December 31, 2006. A foreign exchange loss due to a strengthening of the
Canadian dollar subsequent to the conversion to U.S. dollars of most of the
companys cash and cash equivalents, accounted for $15.2 million of the working
capital decrease. Page 13 of 18
The main cash and cash equivalents flows applied to investing
activities during the nine months ended September 30, 2007 were for mineral
property expenditures mainly associated with the development of the Mirador
Project of $14,911,704 (2006 - $15,276,541), and payments to acquire plant and
equipment of $1,364,081 (2006 - $434,177). The company has no significant financial or other instruments
as at September 30, 2007 except that its short-term investments are invested in
overnight bank deposits with R1-High investment ratings (DBRS) and as they
mature daily, are easily liquidated. The company has no investments in
asset-backed commercial paper. As at September 30, 2007 and at November 7, 2007, the company
had 74,927,393 (fully diluted 77,629,893) common shares issued. As at December
31, 2006, the company had 74,752,393 (fully diluted 77,187,393) common shares
issued. 175,000 shares were issued pursuant to the exercise stock options during
the first nine months of 2007, for proceeds of $592,000. Historically, the companys capital requirements have been
met by equity subscriptions. While the companys current working capital is
considered sufficient to fund the companys administrative overhead for the next
several years, substantial capital is required to complete the companys Mirador
Project and other Corriente Copper Belt resource developments. Actual funding
requirements may vary from those planned due to a number of factors, including
the progress of exploration and project development activity and foreign
exchange fluctuations. Risk Factors Companies operating in the mining industry face many and
varied kinds of risks. While risk management cannot eliminate the impact of all
potential risks, the company strives to manage such risks to the extent possible
and practical. Following are the risk factors which the companys management
believes are most important in the context of the companys business. It should
be noted that this list is not exhaustive and that other risk factors may apply.
An investment in the company may not be suitable for all investors. Foreign Country and Political Risk The mineral properties on which the company is actively
pursuing its exploration and development activities are all located in Ecuador,
South America. As a result, the company is subject to certain risks, including
currency fluctuations and possible political or economic instability in Ecuador,
which may result in the impairment or loss of mineral concessions or other
mineral rights. In recent history, Ecuador has undergone numerous political
changes at the presidential and congressional levels. Also, mineral exploration
and mining activities may be affected in varying degrees by political
instability and government regulations relating to the mining industry. Any
changes in regulations or shifts in political attitudes are beyond the control
of the company and may adversely affect its business. Exploration may be
affected in varying degrees by government regulations with respect to
restrictions on future exploitation and production, price controls, export
controls, foreign exchange controls, income taxes, expropriation of property,
environmental legislation and mine and/or site safety. In November 2006, Rafael Correa won the Ecuador Presidential
run-off election over Alvara Noboa but did not officially take office until
January 15, 2007. During this transition period, the administration of President
Alfredo Palacio experienced a number of protests by indigenous groups in
southeast Ecuador which eventually resulted in the suspension of the companys
exploration and development activities (see Mirador Project Suspension of
Work) and a delay in the Mirador Projects development timeline. Since President Correas January 15, 2007 inauguration, his
administration has focused primarily on exacting electoral and governmental
reforms, which would result in the creation of a Constitutional Assembly and
eventual re-writing of the Ecuador Constitution. On September 30, 2007, the
Constitutional Assembly elections were held in which President Correas
electoral party successfully had elected a majority of the members of the
Constitutional Assembly. Consequently, it appears that President Correas
Administration is firmly in control of the elected government of Ecuador. Recent announcements by the Correa Administration suggest
that large-scale mining will play a significant role in the governments plans
to grow the Ecuador economy to the benefit of all of its people. Page 14 of 18
The company is in continuous dialogue with the MMP and the
Correa Administration towards establishing large-scale mining operations at
Mirador. Presently, management believes that the companys Ecuador operations
will not be affected in the long-term and that the current disruption to the
fieldwork development of its Mirador Project and the Panantza-San Carlos
exploration programs will be resolved in the near-term. While management
believes that the current investment and political climate in Ecuador will
continue to stabilize, there can be no certainty that this will be the case in
the near future. To mitigate such risk, the company funds its Ecuador
operations on an as-needed basis and works closely with federal and territorial
governments and community groups. The company does not presently maintain
political risk insurance for its foreign exploration and development projects.
Exploration and Mining Risks The business of exploring for minerals and mining
involves a high degree of risk. Due in some cases to factors that cannot be
foreseen, only a small proportion of the properties that are explored are
ultimately developed into producing mines. There is no assurance that the
companys mineral exploration activities will result in any discoveries of new
bodies of commercial ore. At present, only the companys Mirador Project
property has proven or probable reserves while any planned exploration programs
for the companys other properties are exploratory searches for proven or
probable reserves. The mining areas presently being assessed by the company may
not contain economically recoverable volumes of minerals or metals. The operations of the company may be disrupted by a variety
of risks and hazards which are beyond the control of the company, including
labour disruptions, the inability to obtain suitable or adequate machinery,
equipment or labour and other risks involved in the conduct of exploration
programs. Once economically recoverable volumes of minerals are found,
substantial expenditures are required to establish reserves through drilling, to
develop metallurgical processes, 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 or have
sufficient grade to justify commercial operations or that funds required for
development can be obtained on a timely basis. The economics of developing
copper, gold and other mineral properties is affected by many factors including
the cost of operations, variations of the grade of ore mined, fluctuations in
the price of minerals produced, costs of processing equipment and such other
factors as government regulations, including regulations relating to
environmental protection. In addition, the grade of mineralization ultimately
mined may differ from that indicated by drilling results and such differences
could be material. Depending on the price of copper or other minerals produced,
which have fluctuated widely in the past, the company may determine that it is
impractical to commence or continue commercial production. An additional project risk includes the current high demand
for major components and resources utilized in a mines construction and
operation, including equipment, parts and qualified employees. These same
conditions may also adversely impact the mines construction schedule if an
inordinate demand on metals causes shortages or cost increases. Surface Rights and Access There can be no guarantee that, despite having the legal
right to access the surface and carry on mining activities, the company will be
able to negotiate a satisfactory agreement with any such existing landowners/occupiers
for such access, and therefore it may be unable to carry out mining activities.
Page 15 of 18
In addition, in circumstances where such access is denied, or
no agreement can be reached, the company may need to rely on the assistance of
local officials or the courts in such jurisdiction. Estimates of Mineral Resources and Production Risks
Copper Cut-off
Mirador/Mirador Norte Concession
Block
Project
Category
Tonnes
Cu%
Cu (lbs)
Au (oz)
Ag (oz)
Mirador***
Measured
52,610,000
0.65
753,000,000
360,000
2,770,000
Indicated
385,060,000
0.60
5,134,000,000
2,380,000
18,760,000
Mirador Norte***
Indicated
171,410,000
0.51
1,921,000,000
489,000
TOTAL - Measured
and Indicated
609,080,000
0.58
7,808,000,000
3,229,000
21,530,000
Mirador/Mirador Norte and Panantza/San
Carlos Concession Blocks (****)
Mirador ***
Inferred
235,400,000
0.52
2,708,000,000
1,250,000
9,900,000
Panantza*
Inferred
463,000,000
0.66
6,737,000,000
San Carlos**
Inferred
657,000,000
0.61
8,864,000,000
Sub-total Panantza
San Carlos
1,112,000,000
0.64
15,601,000,000
TOTAL - Inferred
1,347,400,000
0.62
18,309,000,000
*
does not include copper
oxide mineralized material that was previously included in resource estimate
**
these resources are
tabulated at 0.4 Cu cut-off as compared to the previously released resources
in June 2001 at a 0.65% Cu cut-off
***
see the Technical Report
Update on the Copper, Gold and Silver Resources and Pit Optimizations:
Mirador and Mirador Norte Deposits dated
November 30,
2006 available on SEDAR
****
Panantza - see the
Technical Report titled Panantza Copper Project Update on Inferred
Resource Estimate dated July 10, 2007 available on SEDAR.
San Carlos - see the
Technical Report titled Corriente Copper Belt Project Order of Magnitude
Study (Preliminary Assessment) dated June 22, 2001 available on SEDAR
Financial Data for Last Eight Quarters (unaudited)
Three-month period
ended
Sep-07
Jun-07
Mar-07
Dec-06
Sep-06
Jun-06
Mar-06
Dec-05
Total revenues (000s)
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0
Loss (earnings) (000s)
$ 5,432
$ 7,573
$ 1,606
$ (886)
$ (478)
$ (227)
$ 188
$ 3,272
Basic and
diluted loss (earnings) per share
$ 0.07
$ 0.10
$ 0.02
$ (0.01)
$ (0.01)
$ 0.00
$ 0.00
$ 0.07
Although the company acquires the rights to some or all of the minerals in the
ground subject to the tenures that it acquires or has a right to acquire, in
most cases it does not thereby acquire any rights to, or ownership of, the
surface to the areas covered by its mineral tenures. In such cases, applicable
mining laws usually provide for rights of access to the surface for the
purpose of carrying on mining activities, however, the enforcement of such
rights can be costly and time consuming. In areas where there are no existing
surface rights holders, this does not usually cause a problem, as there are no
impediments to surface access. However, in areas where there are local
populations or land owners, it is necessary, as a practical matter, to negotiate
surface access.
Financing Risks
The company has limited financial resources, has no source of operating cash and cash equivalents flow and has no assurance that additional funding will be available to it for further exploration and development of its projects. Further exploration and development of one or more of the companys properties will be dependent upon the companys ability to obtain financing through joint venturing, equity or debt financing or other means, and although the company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects. Additional funds raised by the company through the issuance of equity or convertible debt securities will cause the companys current stockholders to experience dilution. Such securities may grant rights, preferences or privileges senior to those of the companys common stockholders.
The company does not have any contractual restrictions on its ability to incur debt and expects to incur significant amounts of indebtedness to finance development of the Mirador Project. Any such indebtedness could contain covenants which would restrict the companys operations.
Limited Experience with Development-Stage Mining Operations
The company has no previous experience in placing mineral properties into
production and its ability to do so will be dependent upon using the services of
appropriately experienced personnel or entering into agreements with other major
resource companies or contractors that can provide such expertise. There can be
no assurance that the company will have available to it the necessary expertise
when and if it places its mineral properties into production.
Base Metals Prices
The principal activity of the company is the exploration and development of copper-gold mineral properties. The mineral exploration and development industry in general is intensely competitive and there is no assurance that, even if commercial quantities of proven and probable reserves are discovered, a profitable market may exist for the sale of the same. Factors beyond the control of the company may affect the marketability of any substances discovered. Base metals prices have fluctuated widely, particularly in recent years. The feasible development of such properties is highly dependent upon the price of copper and, to a lesser extent, gold. A sustained and substantial decline in commodity copper prices could result in the write-down, termination of exploration and development work or loss of its interests in identified mineral properties.
Competition
The company competes with many companies that have substantially greater financial and technical resources for the acquisition of mineral properties and mining and processing equipment, the securing of engineering services and the recruitment and retention of qualified employees and consultants.
Page 16 of 18
Environmental and other Regulatory Requirements The activities of the company 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 tailings
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 has a potential to reduce the profitability of
operations. Companies engaged in exploration and development activities
generally experience increased costs and delays as a result of the need to
comply with applicable laws, regulations and permits. There can be no assurance
that all permits which the company may require for exploration and development
of its properties will be obtainable on reasonable terms or on a timely basis,
or that such laws and regulations would not have an adverse effect on any
project that the company may undertake. The company believes it is in substantial compliance with all
material laws and regulations which currently apply to its activities. However,
there may be unforeseen environmental liabilities resulting from exploration
and/or mining activities and these may be costly to remedy. Failure to comply
with applicable laws, regulations, and permitting requirements may result in
enforcement actions there under, 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 exploration
operations may be required to compensate those suffering loss or damage by
reason of the exploration activities and may have civil or criminal fines or
penalties imposed for violations of applicable laws or regulations and, in
particular, environmental laws. Amendments to current laws, regulations and permits governing
operations and activities of exploration companies, or more stringent
implementation thereof, could have a material adverse impact on the company and
cause increases in expenditures and costs or require abandonment or delays in
developing new mining properties. Corrientes policy is to abide by the regulations and
requirements of Ecuador and the companys EIA. Uninsured or Uninsurable Risks The company may become subject to liability for pollution
or hazards against which it cannot insure against or which it may elect not to
insure where premium costs are disproportionate to the companys perception of
the relevant risks. The payment of such insurance premiums and of such
liabilities would reduce the funds available for exploration, development and
production activities. Title Matters Title to and the area of mining concessions may be
disputed. Although the company has taken steps to verify the title to mineral
properties in which it has an interest in accordance with industry standards for
the current stage of exploration of such properties, these procedures do not
guarantee the companys title. Property title may be subject to unregistered
prior agreements or transfers and title may be affected by undetected defects or
the rights of indigenous peoples. Repatriation of Earnings Currently there are no restrictions on the repatriation
from Ecuador of earnings to foreign entities. However, there can be no assurance
that restrictions on repatriation of earnings from Ecuador will not be imposed
in the future.
Page 17 of 18
Dependence on Key Personnel The companys development to date has largely depended
on, and in the future will continue to depend on, the efforts of key management,
project management and operations personnel. Loss of any of these people could
have a material adverse effect on the company and its business. The company has
not obtained and does not intend to obtain key-person insurance in respect of
any directors or other of its employees. Share Price Fluctuations In recent years, the securities markets have experienced
a high level of price and volume volatility, and the market price of securities
of many companies, particularly those considered development-stage companies
such as the company, have experienced wide fluctuations in price which have not
necessarily been related to the underlying asset values or prospects of such
companies. Price fluctuations will continue to occur in the future. No Dividends The company has no history of earnings from operations
and, due to the nature of its business, there can be no assurance that the
company will ever be profitable. Investors cannot expect to receive a dividend
on their investment in the company in the foreseeable future, if ever. Investors
should not expect to receive any return on their investment in the companys
securities other than possible capital gains.
Currency Risk
The companys expenditures are predominantly made in U.S. dollars and any future equity raised may be predominantly done in Canadian dollars.
The company conducts the majority of its business in Ecuador, which uses the U.S. dollar as its primary economic currency. Future project development expenditures are expected to be paid in U.S. dollars.
As such, the company is subject to risk due to fluctuations in the exchange rates for the U.S. and Canadian dollar. The company has a practice of not entering into foreign currency hedging, while maintaining balances in Canadian and U.S. dollars in a proportion related to the magnitude of future mineral property, plant and equipment, and administrative expenditures, and the jurisdictions in which such expenditures will likely be made.
A breakdown by currency of the companys cash and cash equivalents at September 30, 2007 and December 31, 2006 is as follows:
September 30, | December 31, | ||||
2007 | 2006 | ||||
Canadian dollar | $ | 15,829,972 | $ | 125,063,312 | |
U.S. dollar | U.S.$ | 82,280,400 | U.S.$ | 1,756,794 | |
Closing exchange rate (Cdn$ to U.S.$) | 0.9948 | 1.1654 |
Outlook
The third quarter was characterized by continuous and extensive dialogue between the company, its stakeholders in the Mirador Project area and the Government of Ecuador. The purpose of this dialogue was to reach an understanding as to what needs to be done to allow the company to re-commence field activities on Corrientes development projects in Ecuador. Management believes that significant progress is being made in this regard.
Recent announcements by the Correa Administration suggest that large-scale mining is welcome and can play a significant role in the Governments plans to grow the Ecuador economy to the benefit of all of its people, as long as there are adequate controls and adequate community consultations, respecting the community, the environment and the State. At present, Management is not aware of any material reasons why the companys projects can not meet the Governments requirements, while producing sufficient returns to the companys stakeholders.
Page 18 of 18
Corriente Resources Inc.
Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2007
(Unaudited)
Corriente
Resources Inc.
(a development stage
enterprise)
Consolidated Balance Sheets
As at September 30, 2007 (Unaudited)
(expressed in Canadian dollars) |
September 30, | December 31, | |||
2007 | 2006 | |||
Assets | ||||
Current assets | ||||
Cash and cash equivalents | $ | 97,682,513 | $ | 127,110,679 |
Amounts receivable and prepayments | 114,831 | 213,856 | ||
97,797,344 | 127,324,535 | |||
Mineral properties (note 3) | 73,612,220 | 61,249,060 | ||
Plant and equipment (note 4) | 2,700,983 | 2,490,457 | ||
Other assets (note 5) | 3,479,396 | 4,933,384 | ||
TOTAL ASSETS | $ | 177,589,943 | $ | 195,997,436 |
Liabilities | ||||
Current liabilities | ||||
Accounts payable relating to mineral properties | $ | 1,208,839 | $ | 6,448,508 |
Other accounts payable and accrued liabilities | 67,216 | 263,871 | ||
Accounts payable relating to plant and equipment | | 547,638 | ||
1,276,055 | 7,260,017 | |||
Shareholders Equity | ||||
Share capital (note 6 (b)) | 234,437,635 | 233,552,783 | ||
Options (note 6 (c)) | 3,610,428 | 2,584,710 | ||
Contributed surplus | 1,270,877 | 993,697 | ||
Deficit | (63,005,052) | (48,393,771) | ||
176,313,888 | 188,737,419 | |||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY | $ | 177,589,943 | $ | 195,997,436 |
Commitments (note 3)
Approved by the Board of Directors
"Kenneth Shannon" | Director | "Dale Peniuk" | Director |
The accompanying notes are an integral part of these consolidated financial statements.
Corriente
Resources Inc.
(a development stage
enterprise)
Consolidated Statements of Changes in Shareholders Equity
For the nine months ended September 30, 2007 (Unaudited)
(expressed in Canadian dollars) |
|
|||||||||||||
|
Common Shares | Estimated Fair Value | |||||||||||
|
Number |
Share Capital |
Options |
Share Purchase Warrants |
Contributed Surplus |
Deficit |
Total Shareholders Equity |
||||||
Inception to December 31, 2004: |
|||||||||||||
Common shares issued for cash, net of issue costs |
31,919,872 | $ | 68,953,436 | $ | | $ | | $ | | $ | | $ | 68,953,436 |
Common shares issued for cash pursuant to exercise of warrants |
5,740,044 | 6,309,025 | | | | | 6,309,025 | ||||||
Common shares issued for cash pursuant to exercise of options |
890,000 | 767,600 | | | | | 767,600 | ||||||
Common shares issued for mineral property interests |
6,871,477 | 6,787,054 | | | | | 6,787,054 | ||||||
Fair value of warrants issued |
| | | 597,506 | 676,407 | | 1,273,913 | ||||||
Fair value of options exercised |
| 461,484 | (461,484) | | | | | ||||||
Fair value of warrants exercised |
| 246,798 | | (246,798) | | | | ||||||
Fair value of warrants expired |
| | | (254,253) | 254,253 | | | ||||||
Stock based compensation expense on unexercised options |
| | 2,116,646 | | | | 2,116,646 | ||||||
Losses, inception to December 31, 2004 |
| | | | | (46,452,660) | (46,452,660) | ||||||
Balance at December 31, 2004 |
45,421,393 | 83,525,397 | 1,655,163 | 96,455 | 930,660 | (46,452,660) | 39,755,015 | ||||||
Common shares issued for cash pursuant to private placements, net of issue costs |
7,605,000 | 27,853,364 | | | | | 27,853,364 | ||||||
Common shares issued for cash pursuant to exercise of options |
475,000 | 435,250 | | | | | 435,250 | ||||||
Common shares issued for cash pursuant to exercise of warrants |
250,000 | 200,000 | | | | | 200,000 | ||||||
Fair value of options exercised |
| 257,189 | (257,189) | | | | | ||||||
Fair value of warrants exercised |
| 96,455 | | (96,455) | | | | ||||||
Stock based compensation expense on unexercised options |
| | 1,224,274 | | | | 1,224,274 | ||||||
Loss for the year ended December 31, 2005 |
| | | | | (3,344,139) | (3,344,139) | ||||||
Balance at December 31, 2005 |
53,751,393 | 112,367,655 | 2,622,248 | | 930,660 | (49,796,799) | 66,123,764 | ||||||
Common shares issued for cash pursuant to private placements, net of issue costs |
19,231,000 | 117,662,735 | | | | | 117,662,735 | ||||||
Common shares issued for cash pursuant to exercise of options |
1,770,000 | 2,354,950 | | | | | 2,354,950 | ||||||
Fair value of options exercised (note 6 (c)) |
| 1,167,443 | (1,167,443) | | | | | ||||||
Fair value of options terminated (note 6 (c)) |
| | (63,037) | | 63,037 | | | ||||||
Stock based compensation on unexercised options (note 6 (c)) |
| | 1,192,942 | | | | 1,192,942 | ||||||
Income for the year ended December 31, 2006 |
| | | | | 1,403,028 | 1,403,028 | ||||||
Balance at December 31, 2006 |
74,752,393 | 233,552,783 | 2,584,710 | | 993,697 | (48,393,771) | 188,737,419 | ||||||
Stock based compensation on unexercised options (note 6 (c)) |
| | 1,595,750 | | | | 1,595,750 | ||||||
Common shares issued for cash pursuant to exercise of options |
175,000 | 592,000 | | | | | 592,000 | ||||||
Fair value of options exercised (note 6 (c)) |
| 292,852 | (292,852) | | | | | ||||||
Fair value of options expired (note 6 (c)) |
| | (277,180) | | 277,180 | | | ||||||
Loss for the period ended September 30, 2007 |
| | | | | (14,611,281) | (14,611,281) | ||||||
Balance at September 30, 2007 (unaudited) |
74,927,393 | $ | 234,437,635 | $ | 3,610,428 | $ | | $ | 1,270,877 | $ | (63,005,052) | $ | 176,313,888 |
The accompanying notes are an integral part of these consolidated financial statements.
Corriente
Resources Inc.
(a development stage
enterprise)
Consolidated Statements of Loss, Comprehensive Loss and Deficit
For the nine months ended September 30, 2007 (Unaudited)
(expressed in Canadian dollars) |
|
Three months ended September 30 | Nine months ended September 30 | ||||||
|
||||||||
|
2007 | 2006 | 2007 | 2006 | ||||
|
||||||||
Administration |
||||||||
Management fees, wages & benefits |
$ | 204,812 | $ | 175,377 | $ | 663,658 | $ | 601,800 |
Legal and accounting |
220,585 | 44,313 | 630,047 | 314,071 | ||||
Stock-based compensation (note 6) |
183,801 | 621,410 | 550,775 | 735,801 | ||||
Corporate development and shareholder expenses |
136,293 | 62,194 | 336,158 | 196,448 | ||||
Office and related |
64,338 | 62,524 | 183,437 | 173,986 | ||||
Regulatory fees |
38,467 | 1,391 | 103,134 | 191,233 | ||||
Other |
18,912 | 5,360 | 52,115 | 47,929 | ||||
Travel |
9,755 | 22,982 | 17,511 | 70,577 | ||||
|
876,963 | 995,551 | 2,536,835 | 2,331,845 | ||||
Other expenses (income) |
||||||||
Foreign exchange loss (gain) (note 9) |
5,817,167 | (7,210) | 15,219,950 | (62,347) | ||||
Interest income |
(1,306,676) | (1,467,449) | (4,020,897) | (2,487,967) | ||||
Severance costs (note 7) |
44,513 | | 875,393 | | ||||
Gain on sale of marketable securities |
| | | (336,253) | ||||
General exploration |
| 1,113 | | 37,034 | ||||
|
4,555,004 | (1,473,546) | 12,074,446 | (2,849,533) | ||||
Loss (earnings) and comprehensive loss (earnings) for the period |
5,431,967 | (477,995) | 14,611,281 | (517,688) | ||||
Deficit beginning of period |
57,573,085 | 49,757,106 | 48,393,771 | 49,796,799 | ||||
Deficit end of period |
$ | 63,005,052 | $ | 49,279,111 | $ | 63,005,052 | $ | 49,279,111 |
Loss (earnings) per share |
||||||||
Basic |
$ | 0.07 | $ | (0.01) | $ | 0.20 | $ | (0.01) |
Diluted |
$ | 0.07 | $ | (0.01) | $ | 0.20 | $ | (0.01) |
Weighted average number of shares outstanding |
||||||||
Basic |
74,907,828 | 74,742,393 | 74,816,038 | 74,569,041 | ||||
Diluted |
74,907,828 | 74,745,125 | 74,816,038 | 74,983,898 |
The accompanying notes are an integral part of these consolidated financial statements.
Corriente
Resources Inc.
(a development stage
enterprise)
Consolidated Statements of Cash Flows
For the nine months ended September 30, 2007 (Unaudited)
(expressed in Canadian dollars) |
|
||||||||
Three months ended September 30 | Nine months ended September 30 | |||||||
|
||||||||
|
2007 | 2006 | 2007 | 2006 | ||||
Cash flows from (applied to) operating activities |
||||||||
(Loss) / earnings for the period |
$ | (5,431,967) | $ | 477,995 | $ | (14,611,281) | $ | 517,688 |
Items not affecting cash |
||||||||
Stock-based compensation |
183,801 | 621,410 | 550,775 | 735,801 | ||||
Unrealized foreign exchange loss on EIA deposit |
213,180 | | 515,134 | | ||||
Depreciation |
9,230 | 5,360 | 20,661 | 14,314 | ||||
Gain on sale of marketable securities |
| | | (336,253) | ||||
Changes in non-cash working capital |
||||||||
Amounts receivable and prepayments |
59,417 | 111,449 | 90,714 | (433,789) | ||||
Accounts payable and accrued liabilities |
(39,518) | 2,681,508 | 164,884 | 2,175,385 | ||||
|
(5,005,857) | 3,897,722 | (13,269,113) | 2,673,146 | ||||
Cash flows from (applied to) investing activities |
||||||||
Mineral property costs |
(4,434,454) | (7,699,350) | (14,911,704) | (15,276,541) | ||||
Payments to acquire plant and equipment |
(192,047) | (195,059) | (1,364,081) | (434,177) | ||||
Other assets |
20,346 | (1,685,601) | (381,808) | (5,056,010) | ||||
Cash balance of spun-off company (note 3) |
| | (93,460) | | ||||
Proceeds from sale of marketable securities |
| | | 336,253 | ||||
|
(4,606,155) | (9,580,010) | (16,751,053) | (20,430,475) | ||||
Cash flows from financing activities |
||||||||
Proceeds from issuance of share capital, net of issue costs |
355,000 | 258,325 | 592,000 | 119,985,185 | ||||
Increase (decrease) in cash and cash equivalents |
(9,257,012) | (5,423,963) | (29,428,166) | 102,227,856 | ||||
Cash and cash equivalents beginning of period |
106,939,525 | 140,092,509 | 127,110,679 | 32,440,690 | ||||
Cash and cash equivalents end of period |
$ | 97,682,513 | $ | 134,668,546 | $ | 97,682,513 | $ | 134,668,546 |
Supplemental cash flow information (note 8)
The accompanying notes are an integral part of these consolidated financial statements.
Corriente
Resources Inc.
(a development stage
enterprise)
Notes to Consolidated Financial Statements
September 30, 2007 (Unaudited)
(expressed in Canadian dollars) |
1
Nature of operations
Corriente Resources Inc. and its subsidiaries (collectively, "Corriente" or "the company") are engaged in the exploration and development of mineral properties in Ecuador, South America. The company considers itself to be a development stage enterprise.
The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration and development programs will result in profitable mining operations. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable reserves, receipt of necessary permits and regulatory approvals, the ability of the company to obtain financing to complete their development and future profitable operations or sale of the properties. The investment in and expenditures on mineral properties comprise a significant portion of the companys assets.
2
Significant accounting policiesBasis of presentation
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada. They do not include all of the information and disclosures required by Canadian GAAP for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements. The interim consolidated financial statements should be read in conjunction with the companys audited consolidated financial statements including the notes thereto for the year ended December 31, 2006.
The accounting policies followed by the company are set out in note 2 to the audited consolidated financial statements for the year ended December 31, 2006 and have been consistently followed in the preparation of these consolidated financial statements except that the company has adopted the following CICA guidelines effective January 1, 2007:
a)
Section 3855 Financial Instruments - Recognition and Measurement. Section 3855 requires that all financial assets, except those classified as held to maturity, and derivative financial instruments, must be measured at fair value. All financial liabilities must be measured at fair value when they are classified as held for trading; otherwise, they are measured at amortized cost. Investments classified as available-for-sale are reported at fair market value (or marked to market) based on quoted market prices with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Investments subject to significant influence are not adjusted to fair value.
b)
Section 1530 Comprehensive Income. Comprehensive income is the change in the companys net assets that results from transactions, events and circumstances from sources other than the companys shareholders and includes items that would not normally be included in net earnings such as unrealized gains or losses on available-for-sale investments.
c)
Transition adjustment to opening balances: The adoption of Sections 1530 and 3855 did not impact, either on a gross or net-of-tax basis, the consolidated balance sheet of the company as at January 1, 2007.
1
Corriente
Resources Inc. Basis of consolidation The consolidated financial statements
include the accounts of the company, its subsidiaries, all of which are
wholly-owned and any variable interest entities ("VIEs") where the company is
the primary beneficiary. The company has determined that it does not have any
VIEs as at September 30, 2007 and December 31, 2006. Inter-company balances and
transactions have been eliminated. 3
(a development stage
enterprise)
Notes to Consolidated Financial Statements
September 30, 2007 (Unaudited)
(expressed in Canadian dollars)
Mineral properties
Corriente Copper Belt, Ecuador
Under various agreements signed and completed with certain Ecuadorian subsidiaries of BHP Billiton Plc ("BHP Billiton"), the company has earned a 100% interest in BHP Billitons mineral properties located in the Rio Zamora copper porphyry district (Corriente Copper Belt) in Ecuador. This required the issue of shares to BHP Billiton and the expenditure of exploration funds under the terms of these agreements. Additionally, these mineral properties are subject to a 2% Net Smelter Royalty ("NSR") payable to BHP Billiton, though the company has options to reduce the NSR to 1% for the Mirador/Mirador Norte, Panantza and San Carlos mineral properties upon the payment of US$2 million to BHP Billiton for each such option exercised.
Following is a summary of the companys deferred mineral property expenditures.
Corriente Copper Belt | |||||||||||
|
|
|
|
|
|
|
Caya |
|
|
|
|
|
|
|
Mirador / |
|
Panantza |
|
36/ |
|
|
|
|
|
|
|
Mirador |
|
/ San |
|
Piedra |
|
|
|
|
|
|
|
Norte |
|
Carlos |
|
Liza |
|
Other (1) |
|
Total |
|
|||||||||||
|
Balance December 31, 2006 | $ | 51,415,646 | $ | 6,242,751 | $ | 220,325 | $ | 3,370,338 | $ | 61,249,060 |
|
|||||||||||
|
Property acquisition | 51,543 | 25,908 | | | 77,451 | |||||
|
|||||||||||
|
Deferred exploration and development costs - net | 11,273,678 | 922,305 | 52,149 | 310,051 | 12,558,183 | |||||
|
|||||||||||
|
Plan of Arrangement spin-off of gold exploration targets | | | (272,474) | | (272,474) | |||||
|
|||||||||||
|
Balance September 30, 2007 | $ | 62,740,867 | $ | 7,190,964 | $ | | $ | 3,680,389 | $ | 73,612,220 |
(1) comprised of the La Florida, San Luis, San Marcos, San Miguel, Sutzu and Dolorosa copper
On January 25, 2007, the company announced that it was extending the Mirador/Mirador Norte project development timeline as key permits and government agreements had not been received consistent with the accelerated project plan. This decision also resulted in the termination clauses of certain agreements with suppliers of key long lead-time components to the Mirador project to be invoked, for which charges for work incurred of $2,951,000 ($US2,532,000) were accrued at December 31, 2006. The company was able to sell the related partially completed assets to third parties in the first quarter of 2007 for net proceeds of $2,750,257 ($US2,382,000), which was received on April 13, 2007 and reflected as a recovery in mineral properties.
2
Corriente
Resources Inc. Mineral property titles Although the company has taken steps
to verify the title to mineral properties it has acquired, these procedures do
not guarantee that the titles are without defects. Property title may be subject
to unregistered prior agreements, transfers or claims of ownership by third
parties. Plan of arrangement spin-off
of Caya 36/Piedra Liza gold exploration targets On April 3, 2007, the company
announced that its Board of Directors had approved the spin-off of the companys
Caya 36 (Tundayme) and Piedra Liza gold assets into a new company, by means of a
Plan of Arrangement (the "Arrangement"). The Arrangement was approved by
shareholders at the companys May 24, 2007 Annual and Special General Meeting
and closed on June 18, 2007. Under the Arrangement, which was also approved by
the British Columbia Supreme Court, the companys shareholders received shares
of a new private company, Q2 Gold Resources Inc. ("Q2 Gold") which holds the
gold assets, on the basis of one (1) Q2 Gold share for every three (3) common
shares of Corriente held by them at the close of business on June 15, 2007. The
company believes the Arrangement and spin-off is not material to the company,
therefore note disclosure on discontinued operations is not being presented. Advances to Q2 Gold In connection with the Arrangement
and to assist Q2 Gold with its business objectives, Corriente and Q2 Gold
entered into a secured, interest-bearing convertible loan agreement dated April
23, 2007 pursuant to which Corriente agreed to lend Q2 Gold up to $750,000 to be
advanced in instalments (the "Loan"). As at September 30, 2007, a total of
$381,808 was owed by Q2 Gold to the company, consisting of $372,420 of principal
and $9,388 of accrued interest (note 5). The Loan principal and unpaid interest
are due on the earlier of December 31, 2008 and the first date on which Q2 Gold
obtains a prospectus filing receipt with respect to any of its securities in any
province of Canada. At any time prior to maturity, Corriente can require Q2 Gold
to convert, in whole or in part, the principal amount outstanding and accrued
interest of the Loan into Q2 Gold Shares at a conversion price equal to $0.10
per share. Q2 Gold can repay any or all of the outstanding Loan at any time
prior to maturity or conversion.
(a development stage
enterprise)
Notes to Consolidated Financial Statements
September 30, 2007 (Unaudited)
(expressed in Canadian dollars)
3
Corriente
Resources Inc. 4
(a development stage
enterprise)
Notes to Consolidated Financial Statements
September 30, 2007 (Unaudited)
(expressed in Canadian dollars)
Plant and equipment
|
September 30, 2007 | December 31, 2006 | |||||||||||
|
|||||||||||||
|
Accumulated | Accumulated | |||||||||||
|
Description | Cost | Depreciation | Net | Cost | Depreciation | Net | ||||||
Construction barge | $ | 1,401,762 | $ | 51,194 | $ | 1,350,568 | $ | 1,401,529 | $ | | $ | 1,401,529 | |
|
Computer equipment | 898,431 | 435,264 | 463,167 | 792,580 | 262,782 | 529,798 | ||||||
|
Office furniture and equipment | 390,895 | 112,979 | 277,916 | 253,473 | 74,519 | 178,954 | ||||||
|
Communications equipment | 249,931 | 44,919 | 205,012 | 117,471 | 18,853 | 98,618 | ||||||
|
Vehicles | 353,925 | 91,268 | 262,657 | 290,950 | 69,634 | 221,316 | ||||||
|
Software fees and licences | 330,069 | 247,552 | 82,517 | | | | ||||||
|
Mobile equipment | 91,148 | 32,002 | 59,146 | 88,041 | 27,799 | 60,242 | ||||||
|
$ | 3,716,161 | $ | 1,015,178 | $ | 2,700,983 | $ | 2,944,044 | $ | 453,587 | $ | 2,490,457 |
5
Mineral properties
The following table summarizes information about other assets as at September 30, 2007:
|
September 30, | December 31, | |||
|
2007 | 2006 | |||
|
|||||
|
EIA security deposit | $ | 3,003,837 | $ | 3,518,971 |
Advances to Q2 Gold (note 3) | 381,808 | | |||
|
Advances on mineral property expenditures | 93,751 | 1,414,413 | ||
|
|||||
|
$ | 3,479,396 | $ | 4,933,384 |
As a requirement of the Ministry of Petroleum and Mines ("MPM", formerly known as the Ministry of Energy and Mines) of Ecuador to approve the Mirador projects Environmental Impact Assessment ("EIA"), the company was required to post US$3,019,539 (Cdn.$ equivalent at September 30, 2007 $3,003,837; December 31, 2006 $3,518,971) in favour of the MPM as a security deposit against the companys obligations under the EIA.
Advances on mineral property expenditures and advances on plant and equipment include payments to contractors and suppliers made pursuant to supply agreements prior to the contracted goods and services being provided. Once the goods or services are received, the amount is transferred to mineral properties or plant and equipment, as appropriate.
4
Corriente
Resources Inc.
(a development stage
enterprise)
Notes to Consolidated Financial Statements
September 30, 2007 (Unaudited)
(expressed in Canadian dollars)
6
Share capital
a)
Authorized
Unlimited (2006 100,000,000) common shares, without par value
b)
Issued See Consolidated Statements of Changes in Shareholders Equity.
c)
Stock options
As at September 30, 2007, options to purchase a total of 2,702,500 shares were outstanding, 1,188,433 of which were fully vested.
Effective February 1, 2006, stock options granted have the following vesting provisions:
For the nine-month period ended September 30, 2007, the estimated fair value of the granted options to be expensed or capitalized totalled $1,595,750 (2006 - $735,801), of which $550,775 (2006 $735,801) is included in stock-based compensation expense and $1,044,975 (2006 $Nil) is included in mineral properties.
Non-cash stock-based compensation expense for options is determined based on estimated fair values of the options at the time of grant, the cost of which is recognized on a straight-line basis over the vesting period, which ranges from two years to four years, of the respective options and grants. The fair value of the stock options granted is estimated using the Black-Scholes Option Pricing Model with the following assumptions:
|
For the nine month | For the nine month | |
|
period ended | period ended | |
|
September 30, 2007 | September 30, 2006 | |
|
Risk-free interest rate | 3.95 4.66% | 3.874.16% |
Expected dividend yield |
|
|
|
|
Expected stock price volatility | 60 62% | 65 67% |
|
Expected option life in years |
3 |
3 |
Option pricing models require the input of highly subjective assumptions including expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the companys stock options.
5
Corriente
Resources Inc.
(a development stage
enterprise)
Notes to Consolidated Financial Statements
September 30, 2007 (Unaudited)
(expressed in Canadian dollars)
The fair value of the stock options exercised during the nine-month period ended September 30, 2007 was recorded to share capital and the fair value of stock options that expired during the nine-month period ended September 30, 2007 was transferred to contributed surplus.
The following table summarizes information about options granted during the nine-month period ended September 30, 2007:
|
Number of | Exercise Price | ||
|
Expiry dates | Optionees | options | $ |
|
January 1, 2012 | Executive officers | 290,000 | 4.10 |
|
June 1, 2012 | Directors | 125,000 | 3.66 |
July 12, 2012 | Employees | 447,500 | 4.90 | |
|
Total granted |
862,500 |
A summary of changes to stock options outstanding and exercisable is as follows:
|
For the nine month period ended September 30, 2007 |
For the year ended December 31, 2006 |
||||||
|
Weighted | Weighted | ||||||
|
average | average | ||||||
|
Number of | exercise | Number of | exercise | ||||
Shares | price | shares | price | |||||
|
Options outstanding beginning of period | 2,435,000 | $ | 4.05 | 2,855,000 | $ | 1.89 | |
|
Granted | 862,500 | 4.45 | 1,375,000 | 5.05 | |||
|
Exercised | (175,000) | 3.38 | (1,770,000) | 1.33 | |||
|
Expired | (420,000) | 4.25 | (25,000) | 5.35 | |||
|
Options outstanding end of period | 2,702,500 | $ | 4.19 | 2,435,000 | $ | 4.05 | |
|
||||||||
|
Options exercisable end of period | 1,188,433 | $ | 3.47 | 1,208,436 | $ | 3.05 |
The following table summarizes information about stock options outstanding and exercisable at September 30, 2007:
|
Outstanding | Exercisable | |||||||||||||
|
Number of | Weighted | Number of | Weighted | |||||||||||
|
options | Weighted | average | options | Weighted | average | |||||||||
|
Year | Range of | outstanding | average | remaining | exercisable | average | remaining | |||||||
of | exercise | at | exercise | contractual | at | exercise | contractual | ||||||||
|
Grant | prices | September | price | life (years) | September | price | life (years) | |||||||
|
30, 2007 |
30, 2007 |
|||||||||||||
|
2005 | 2.15 2.99 | 735,000 | 2.55 | 0.9 | 735,000 | 2.55 | 0.9 | |||||||
|
2006 | 4.50 5.50 | 1,120,000 | 5.07 | 3.7 | 409,373 | 5.06 | 3.5 | |||||||
|
2007 | 3.66 4.90 | 847,500 | 4.44 | 4.6 | 44,060 | 4.02 | 4.3 | |||||||
|
2,702,500 | $ | 4.19 | 3.2 | 1,188,433 | $ | 3.47 | 1.9 |
6
Corriente
Resources Inc. 7 Segmented information The company operates within a single
operating segment, which is the exploration and development of copper-gold
mineral properties. The companys mineral property interests are in Ecuador,
South America, as set out in note 3. Geographic segmentation of the companys assets is as
follows:
(a development stage
enterprise)
Notes to Consolidated Financial Statements
September 30, 2007 (Unaudited)
(expressed in Canadian dollars)
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September 30, 2007 | December 31, 2006 | ||||||||||
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Canada | Ecuador | Total | Canada | Ecuador | Total | ||||||
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Cash and cash equivalents |
$ | 97,054,099 | $ | 628,414 | $ | 97,682,513 | $ | 126,295,568 | $ | 815,111 | $ | 127,110,679 |
Amounts receivable and prepayments |
114,831 | | 114,831 | 213,856 | | 213,856 | |||||||
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Mineral properties |
| 73,612,220 | 73,612,220 | | 61,249,060 | 61,249,060 | ||||||
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Plant and equipment |
129,179 | 2,571,804 | 2,700,983 | 73,142 | 2,417,315 | 2,490,457 | ||||||
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Other assets |
381,808 | 3,097,588 | 3,479,396 | | 4,933,384 | 4,933,384 | ||||||
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$ | 97,679,917 | $ | 79,910,026 | $ | 177,589,943 | $ | 126,582,566 | $ | 69,414,870 | $ | 195,997,436 |
With the exception of severance costs in relation to a restructuring of $875,393 (2006 $Nil) and general exploration costs of $Nil (2006 $37,034) incurred by the companys Ecuador operations, the consolidated statements of loss for the nine months ended September 30, 2007 and September 30, 2006 reflect the Canadian operations.
8
Supplemental cash flow information
Cash and cash equivalents comprise the following:
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September 30, 2007 | December 31, 2006 | ||
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Cash on hand and balances with banks |
$ | 731,363 | $ | 1,778,235 |
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Short-term investments, with maturity dates less than 90 days at acquisition |
96,951,150 | 125,332,444 | ||
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$ | 97,682,513 | $ | 127,110,679 |
The company has no significant financial or other instruments as at September 30, 2007 except that its short-term investments are invested in overnight bank deposits with R1-High investment ratings (DBRS) and as they mature daily, are easily liquidated. The company has no investments in asset-backed commercial paper.
7
Corriente
Resources Inc. During the nine-month period ended
September 30, 2007, the company conducted non-cash operating, investing and
financing activities as follows:
(a development stage
enterprise)
Notes to Consolidated Financial Statements
September 30, 2007 (Unaudited)
(expressed in Canadian dollars)
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September 30 | ||||
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2007 | 2006 | |||
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Depreciation capitalized into mineral properties | $ | 557,838 | $ | 16,611 |
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Stock-based compensation included in mineral properties | $ | 1,044,975 | $ | | |
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Change in other assets and accounts payable and accrued liabilities relating to mineral properties | $ | (3,919,007) | $ | |
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Change in other assets and accounts payable and accrued liabilities relating to plant and equipment | $ | (547,638) | $ | |
9
Financial instruments
(a)
Fair values
The carrying amounts for cash and cash equivalents, amounts receivable, the EIA security deposit, accounts payable related to mineral properties, accounts payable relating to plant and equipment and other accounts payable and accrued liabilities on the balance sheet approximate fair value because of the short-term nature of these instruments. The company does not have any material derivative financial instruments at September 30, 2007 or December 31, 2006.
(b)
Currency risk The companys expenditures are predominantly in U.S. dollars and any future equity raised is expected to be predominantly in Canadian dollars.
The company conducts the majority of its business in Ecuador, which uses the U.S. dollar as its primary economic currency. Future project development expenditures are expected to be paid in U.S. dollars.
As such, the company is subject to risk due to fluctuations in the exchange rates for the U.S. and Canadian dollar. The company has a practice of not entering into foreign currency hedging, while maintaining balances in Canadian and U.S. dollars in a proportion related to the magnitude of future mineral property, plant and equipment, and administrative expenditures, and the jurisdictions in which they will likely be made.
A breakdown by currency of the companys cash and cash equivalents at September 30, 2007 and December 31, 2006 is as follows:
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September 30, 2007 | December 31, 2006 | |||||
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Canadian dollar | $ | 15,829,972 | $ | 125,063,312 | ||
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U.S. dollar | US | $ | 82,280,400 | US | $ | 1,756,794 |
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Closing exchange rate (Cdn$ to US$) | 0.9948 | 1.1654 |
8
FORM 52-109F2 I, Kenneth R. Shannon, Chief Executive Officer of Corriente Resources Inc.,
certify that: 1. I have reviewed
the interim filings (as this term is defined in Multilateral Instrument 52-109
Certification of Disclosure in Issuers Annual and Interim Filings) of
Corriente Resources Inc. (the Issuer) for the period ending September 30, 2007;
2. Based on my
knowledge, the interim filings do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated or that is necessary
to make a statement not misleading in light of the circumstances under which it
was made, with respect to the period covered by the interim filings; and 3. Based on my
knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material
respects the financial condition, results of operations and cash flows of the
Issuer, as of the date and for the periods presented in the interim filings; 4. The Issuers
other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures and internal controls over financial
reporting for the Issuer, and we have: a) designed such
disclosure controls and procedures, or caused them to be designed under our
supervision, to provide reasonable assurance that material information relating
to the Issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which the
interim filings are being prepared; and b) designed such
internal control over financial reporting, or caused it to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with the issuers GAAP; and 5. I have caused
the Issuer to disclose in the interim MD&A any change in the Issuers internal
control over financial reporting that occurred during the Issuers most recent
interim period that has materially affected, or is reasonable likely to
materially affect, the Issuers internal control over financial reporting. Date: November 9, 2007 " Ken Shannon"
FORM 52-109F2 I, Darryl F. Jones, Chief Financial Officer of Corriente Resources Inc.,
certify that: 1. I have reviewed
the interim filings (as this term is defined in Multilateral Instrument 52-109
Certification of Disclosure in Issuers Annual and Interim Filings) of
Corriente Resources Inc. (the Issuer) for the period ending September 30, 2007;
2. Based on my
knowledge, the interim filings do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated or that is necessary
to make a statement not misleading in light of the circumstances under which it
was made, with respect to the period covered by the interim filings; and 3. Based on my
knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material
respects the financial condition, results of operations and cash flows of the
Issuer, as of the date and for the periods presented in the interim filings; 4. The Issuers
other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures and internal controls over financial
reporting for the Issuer, and we have: a) designed such
disclosure controls and procedures, or caused them to be designed under our
supervision, to provide reasonable assurance that material information relating
to the Issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which the
interim filings are being prepared; and b) designed such
internal control over financial reporting, or caused it to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with the issuers GAAP; and 5. I have caused
the Issuer to disclose in the interim MD&A any change in the Issuers internal
control over financial reporting that occurred during the Issuers most recent
interim period that has materially affected, or is reasonable likely to
materially affect, the Issuers internal control over financial reporting. Date: November 9, 2007 " Darryl F. Jones" SIGNATURES Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
CERTIFICATION OF INTERIM FILINGS
Kenneth R. Shannon
Chief Executive Officer
CERTIFICATION OF INTERIM FILINGS
Darryl F. Jones
Chief Financial Officer
CORRIENTE RESOURCES INC. |
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(Registrant) |
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Date: November 13, 2007 |
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By: |
/S/ DARRYL F. JONES |
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Name: Darryl F. Jones |
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Title: Chief Financial Officer |