Dec 24, 2014 MD&A Excerpt for Yr. Ended August 31, 2014
VISCOUNT MINING CORP. (Formerly FAITH SPRING VENTURE INC.)
MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED AUGUST 31, 2014
December 24, 2014 Excerpts from the MD&A for Yr Ended August 31, 2014
Overall Performance
The Company is a mineral exploration company incorporated under the laws of British Columbia, Canada and, together with its subsidiaries, is engaged in the exploration and development of mineral properties in Cherry Creek, Nevada and Silver Cliff, Colorado. After having secured funding late in 2010, the Company, during 2012, escalated exploration and evaluation activity. The Company focused its efforts on a program designed to understand previously disclosed historical resource estimates, as described in the latest National Instrument 43-101 compliant Technical Report dated May 20, 2013, and currently on file at SEDAR.
Recent significant activities reported by the Company are:
• Between November 24, and December 1, 2014 the Company closed the first two tranches of its non brokered private placement and issued a total of 8,078,339 units for gross proceeds of $1,211,760. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"),with each Warrant exercisable into one common share of the Company for a period of 3 years from closing at an exercise price of C$0.25.
• On October 28, 2014 the Company accepted the resignation of Andrew McCreath from the Board of directors and thanked him for his contributions during his tenure as a Director of Viscount and look forward to a continued friendship.
• On October 28, 2014 the Company extended the agreement announced June 17, 2014 with Sumitomo Corporation of Americas to conduct an exploration program on the Company's flagship property located in Cherry Creek, Nevada.
• On October 9, 2014 added 33 more claims in strategic areas at the main Cherry Creek Nevada claim block. Based on the work program by SCOA, a total of 327 new claims were staked and acquired by Viscount over the summer to bring the total holdings at Cherry Creek to more than 9,000 acres, all 100% owned, including more than 20 past producing silver and gold mines.
• On September 2, 2014 the Company added 155 claims in strategic areas east and west of the main Cherry Creek claim block.
• On August 13, 2014 the Company entered into an option agreement for the acquisition of a 100% interest in certain mining claims located in the State of Colorado 50 miles west of Pueblo, known as the Silver Cliff Property. Silver Cliff in Colorado is comprised of 96 lode claims, covering much of the historical past producing mineral districts of Silver Cliff and Rosita Hills.
• On July 17, 2014 the Company staked a further 139 claims in strategic areas east and west of the main Cherry Creek claim block and additional fill-in claims within the general claim block area.
• On June 19, 2014 the Company closed a private placement for shares offered at $0.20 per share. A total of 1,250,000 shares were issued for an aggregate value of $250,000.
• On June 17, 2014 the Company announced it had signed an agreement with Sumitomo Corporation of Americas ("SCOA") to conduct an exploration program on the Company's flagship property located in Cherry Creek, Nevada.
• On May 26, 2014, the Company has entered a letter of intent (LOI) to conclude a lease to purchase agreement for a 96-claim property known as Silver Cliff located in Custer county, Colorado.
• On April 17, 2014, the TSX Venture Exchange suspended trading in the Company's securities as a result of a cease trade order (CTO) issued by the British Columbia Securities Commission (BCSC). The Company addressed the issues and received notification from the BCSC rescinding the CTO on May 12, 2014, and resumed trading on May 16, 2014.
• On April 2, 2014, the Company clarified certain statements and assertions made in the news release dated March 31, 2014, namely that the Tognoni report was referenced in an earlier Company news release dated November 18, 2013, clarified that Tognoni’s 46 samples should have been identified as 3 grab samples and retracted a statement attributed to Dr. Lahti, Company VP Exploration, that implied silver and gold reserve potential that is not supported by the Technical Report dated May 20, 2013.
• On March 31, 2014, the Company announced having located a report authored by Michael Tognoni in 1985 and titled “Ticup-Fillmore and Star Mines, Cherry Creek Mining District, White Pine County, Nevada”. In the Company news release, it was stated to contain “previously unknown facts regarding its wholly-owned lands in Nevada”. Subsequently, the Company has become aware that the Tognoni report had been disclosed as a reference, although not discussed, in the Technical Report of May 20, 2013.
• On January 16, 2014, the Company appointed Matt Hughes to the Board of Directors replacing Jeremy Caddy.
• On March 17, 2013, the Company announced that it has commissioned Oliver GeoServices LLC of Colleyville, Texas, to develop a 3D GIS model of historic deposits at the Cherry Creek Prospect with the goal to both inventory past production and to gain a more detailed understanding of the three dimensional geometry of the various vein systems.
1. Disclosure of Technical Information on Mineral Projects References in this MD&A to mineral resources are pursuant to the requirements of National Instrument 43-101, Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (“NI 43-101”).
Technical aspects of this MD&A were reviewed by Dallas W. Davis, P.Eng, FEC, a consulting geologist who is a life member of the Association of Professional Engineers and Geoscientists of New Brunswick, is independent of the Company and is a Qualified Person, both as defined under National Instrument 43-101 Standards of Disclosure for Mineral Projects.
2. Company Overview
The Company was incorporated under the British Columbia Business Corporations Act on October 26, 2011 and was classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (“TSXV”).
On July 23, 2013, the Company completed a share exchange (the "Share Exchange") with Viscount Mining Resources Ltd. ("Viscount") and all of the shareholders of Viscount. Concurrently with the Share Exchange, the Company also changed its name to Viscount Mining Corp. and completed a consolidation of its common shares on the basis of one post-consolidation share for every two pre-consolidation shares. For accounting purposes the transaction described above has been treated as a Reverse Takeover (RTO) and the accounting records of Viscount are reported prior to July 23, 2013, the date of the share exchange.
The Company’s registered office is located at Suite 400-570 Granville Street, Vancouver, BC, V6C 3P1. The Company is an exploration company with a portfolio of properties in the Western United States including holdings in Nevada comprising more than 9,000 acres, all 100% owned, including more than 20 past producing silver and gold mines. The Silver Cliff property in Colorado is comprised of 96 lode claims, covering much of the historical past producing mineral districts of Silver Cliff and Rosita Hills.
3. Directors & Management
Mr. James MacKenzie Director, President, Chief Executive Officer
Mr. Kaare Foy Director, Chairman of the Board
Mr. William MacDonald Director
Mr. Andrew Gertler Director
Mr. Matthew Hughes Director
Mr. Derick Sinclair, CA Chief Financial Officer, Corporate Secretary
4. Exploration and Evaluation Properties
NEVADA properties
A. Cherry Creek 1 Property
On March 31, 2011, the Company entered into a Mining Lease and Agreement to Purchase for certain patented and unpatented mining claims located in White Pine Country, Nevada (the “Cherry Creek 1 Property”). On March 13, 2013, April 19, 2013, May 21, 2013, and June 2014 the agreement was amended. Under the terms of the amended agreement, the Company is to make lease payments totaling US$551,500 as follows (Note 10):
i. US$10,000 within 15 days of signing of the agreement (paid);
ii. US$10,000 on or before March 31, 2012 (paid);
iii. US$75,000 and issue 375,000 common shares at a deemed price per share of $0.20 for a total value of $75,000 on or before March 31, 2013 (paid and issued);
iv. US$181,500 on or before October 1, 2014 (paid on December 2, 2014); and
v. US$200,000 on or before March 31, 2015.
Upon payment of cumulative lease payments of US$551,500, the owner will transfer title to the Cherry Creek 1 Property to the Company. The Company will pay the owner a Net Smelter Royalty “NSR”) of 1.5% of net
smelter proceeds.
On March 31, 2011, the Company granted a NSR of 1% to Kingsmere Mining Ltd. in recognition of their efforts in the acquisition of the Cherry Creek 1 Property.
For more info from this MD&A go to www.sedar.com and look up Viscount Mining
