Form 10-Q for YUKON GOLD CORP INC
Form 10-Q for YUKON GOLD CORP INC
15-Dec-2010
Quarterly Report
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
FOR THE SIX MONTH PERIOD
ENDED OCTOBER 31, 2010
Discussion of Operations & Financial Condition
Yukon Gold has no source of revenue and we continue to operate at a loss. We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter. As at October 31, 2010, we had accumulated losses of $15,571,436. These losses raise substantial doubt about our ability to continue as a going concern. Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional equity financing.
As described in greater detail below, the Company's major endeavor over the year has been its effort to re-structure its obligations, settle debt and raise additional capital to meet its administrative expenses and pursue its exploration activities. We are working urgently to obtain additional financing, which may entail the acquisition of additional properties in order to attract such financing.
As of August 31, 2010, the Company engaged Lance Capital Ltd. ("Lance"), an Ontario company, to assist it with the re-structuring of its obligations and to assist in securing additional equity financing. The Company's contractual arrangement with Lance Capital Ltd. ("Lance") is described below in "Contractual Obligations and Commercial Commitments." As part of that agreement, Lance agreed to advance funds to creditors of the Company in exchange for a Convertible Promissory Note of the Company in the amount of $375,000 which is secured by a lien on the Marg Property, which is owned by the Company's wholly-owned subsidiary, Yukon Gold Corp ("YGC"). In its sole discretion, Lance may continue to fund operating expenses of the Company for a limited period of time while it explores the feasibility of private placement or other financing for the Company. In the event that Lance exercises its option to convert the Convertible Promissory Note issued by the Company into Shares, Lance would become the principal shareholder of the Company and would effectively control the Company.
Shortly after YGC filed for bankruptcy protection in Ontario, and subsequent to the quarter ended October 31, 2010, Lance issued a Notice of Default to the Company in accordance with the provisions the Note Purchase and Security Agreement dated August 31, 2010 among Lance, the Company and YGC. Lance demanded full payment of the $375,000 note plus accrued interest. As of the date of this report, Lance has taken no further action and continues to pursue resolution of the Company's obligations with its creditors and private placement financing.
SELECTED INFORMATION
Three months Three months
ended ended
October 31,2010 October 31,2009
Revenues Nil Nil
Net Loss $ 62,094 $ 225,697
Loss per share-basic and diluted $ (0.00 ) $ (0.01 )
Six months Six months
ended ended
October 31, 2010 October 31,2009
Revenues Nil Nil
Net Loss $ 129,402 $ 237,652
Loss per share-basic and diluted $ (0.00 ) $ (0.01 )
As at As at
October 31, 2010 April 30, 2010
Total Assets $ 219,466 $ 42,149
Total Liabilities $ 747,900 $ 660,666
Cash dividends declared per share Nil Nil
The Company's expenses are reflected in the Interim Consolidated Statements of Operations under the category of Operating Expenses. To meet the criteria of United States generally accepted accounting principles ("GAAP"), all exploration and general and administrative costs related to projects are charged to operations in the year incurred.
The significant components of expense that have contributed to the total operating expense are discussed as follows:
(a) General and Administrative Expense
Included in operating expenses for the six months ended October 31, 2010 is general and administrative expense of $125,301 as compared to $330,360 for the six months ended October 31, 2009. General and administrative expenses have decreased substantially during the period ended October 31, 2010 as compared to the period ended October 31, 2009 due to efforts by management to reduce costs.
(b) Project Expense
Included in operating expenses for the six months ended October 31, 2010 is project expenses of $nil as compared with $12,104 for the six months ended October 31, 2009. The Company has incurred little or no project expenses during these periods due to lack of funding.
Agreement with Hinton Syndicate Concerning our Former Mount Hinton Property
The following disclosure relates to our former property known as the "Mount Hinton" property. Our interest in the Mount Hinton property was sold on May 21, 2009.
On May 21, 2009, the Company, through its wholly owned subsidiary, YGC, sold its interest in the Mount Hinton Property to the Hinton Syndicate. YGC retained a 2% NSR on the property sold with the following provisions and rights. Such 2% NSR may be terminated at any time by payment to YGC of the following:
If the payment is made to YGC within the 12-month $112,723 (CDN$115,000)
anniversary of the Closing: (This payment was not made
within the 12-month anniversary of the Closing.)
If the payment is made to YGC after the 12-month $137,228 (CDN$140,000)
anniversary of the Closing but before the 24-month
anniversary of the Closing:
If the payment is made to YGC after the 24-month $161,733 (CDN$165,000)
anniversary of the Closing but before the 36-month
anniversary of the Closing:
If the payment is made to YGC after the 36-month $186,238 (CDN$190,000)
anniversary of the Closing but before the 48-month
anniversary of the Closing:
If the payment is made to YGC after the 48-month
anniversary of the Closing, it shall be increased by
$24,505 (CDN$25,000) for each 12-month period following
the 49-month anniversary of the Closing
Calculation and payment of the NSR are as follows:
1. The NSR which may be payable to a party (the "Payee") by a party (the "Payor") shall be calculated and paid to the Payee in accordance with the terms of this Schedule.
2. The NSR shall be calculated on a calendar quarterly basis.
3. The following words shall have the following meanings:
3.1 "Gross Revenue" shall mean the aggregate of the following amounts received in each quarterly period:
(a) (i) all revenue received by the Payor in such quarter from arm's length purchasers of mineral products, or
(ii) the fair market value of all mineral products sold by the Payor in such quarter to persons not dealing at arm's length with the Payor; and
(b) any proceeds of insurance received in such quarter due to losses or damages in respect to mineral products.
3.2 "Permissible Deductions" shall mean the aggregate of the following charges
(to the extent not previously deducted or accrued in computing Gross Revenue) that are paid in each quarterly period:
(a) sales charges levied by any sales agent in respect to the sale of mineral products;
(b) all costs, expenses and charges of any nature whatsoever which are either paid or incurred by the Payor in connection with the refinement or beneficiation of mineral products after leaving the Property, including all weighing, sampling, assaying and representation costs, metal losses, any umpire charges and any penalties charged by the processor, refinery or smelter, and;
(c) all other insurance costs in respect of mineral products;
(d) provided: (i) that where a cost or expense otherwise constituting a Permissible Deduction is incurred by the Payor in a transaction with a party with whom it is not dealing at arm's length (as that term is defined in the Income Tax Act (Canada)), such costs or expenses may be deducted, but only as to the lesser of the actual cost incurred by the Payor and the fair market value thereof considering the time of such transaction and under all the circumstances thereof; and (ii) transportation costs and milling costs at another site, prior to the smelting and refining shall not be included in the definition of Permissible Deductions.
3.3 "Net Smelter Returns" shall mean Gross Revenue less Permissible Deductions in respect to such quarter.
3.4 "NSR" shall mean Net Smelter Returns.
4. The NSR shall be calculated and paid within 30 days after the end of each calendar quarter ending March 31, June 30, September 30 and December 31 of each year. Smelter settlement sheets, if any, and a statement setting forth calculations in sufficient detail to show how the payment was derived (the "Statement") shall be submitted with the payment.
5. In the event that final amounts required for the calculation of the NSR are not available within the time period referred to in paragraph 4 of this Schedule, then provisional amounts shall be established, the NSR shall be paid on the basis of such provisional amounts and positive or negative adjustments shall be made to the payment in the succeeding quarter, as necessary.
6. All NSR payments shall be considered final and in full satisfaction of all obligations of the Payor with respect thereto, unless the Payee delivers to the Payor a written notice (the "Objection Notice") describing and setting forth a specific objection to the calculation thereof within 60 days after receipt by the Payee of the Statement. If the Payee objects to a particular Statement as herein provided, the Payee shall, for a period of 60 days after the Payor's receipt of such Objection Notice, have the right, upon reasonable notice and at a reasonable time, to have the Payor's accounts and records relating to the calculation of the NSR in question audited by the auditors of the Payor. If such audit determines that there has been a deficiency or an excess in the payment made to the Payee, such deficiency or excess will be resolved by adjusting the next monthly NSR payment due hereunder. The Payee shall pay all the costs and expenses of such audit unless a deficiency of 2 1/2% or more of the amount due is determined to exist. The Payor shall pay the costs and expenses of such audit if a deficiency of 2 1/2% or more of the amount due is determined to exist. All books and records used and kept by the Payor to calculate the NSR due hereunder shall be kept in accordance with Canadian generally accepted accounting principles. Failure on the part of the Payee to make claim against the Payor for adjustment in such 60 day period by delivery of an Objection Notice shall conclusively establish the correctness and sufficiency of the Statement and NSR payment in respect of the applicable quarter.
7. All profits and losses resulting from the Payor engaging in any commodity futures trading, option trading, metals trading, gold loans or any combination thereof, and any other hedging transactions with respect to mineral products (collectively, "Hedging Transactions") are specifically excluded from calculations of the NSR pursuant to this Schedule, it being understood by the parties that both the Payor and Payee may engage in speculative hedging trading activities for their own account. All Hedging Transactions by the Payor and all profits or losses associated therewith, if any, shall be solely for the Payor's account, irrespective of whether or not mineral products are delivered in fulfilment of such obligations. When necessary to give effect to the provisions of this paragraph 7, Gross Revenue from mineral products subject to Hedging Transactions by the Payor shall be determined pursuant to subclause 3.1(a)(ii), rather than 3.1(a)(i) hereof.
8. Fair market value shall be determined by using, for gold, the quarterly average price of gold which shall be calculated by dividing the sum of all London Bullion Market Association P.M. Gold Fix prices reported for the calendar quarter in question by the number of days for which such prices were quoted and, for silver and other metals, the quarterly average price which shall be calculated by dividing the sum of all New York Commodity Exchange ("COMEX") prices reported for silver and the other metal quoted by and at the closing of COMEX for the calendar quarter in question by a number of days for which such prices were quoted, less, in each case, an amount reasonably equivalent to the deductions permitted by clause 3.2 hereof.
Exploration
During the year ended April 30, 2009, the Company completed its acquisition of the Marg Property and currently owns it outright. The Marg Property consists of 402 contiguous mineral claims covering approximately 20,000 acres. Access to the claim group is possible either by helicopter, based in Mayo, Yukon Territory, Canada, located approximately 80 km to the southwest or by small aircraft to a small airstrip located near the Marg deposit. A 50 kilometer winter road from Keno City to the property boundary was completed in 1997. The camp site on the property provides accommodation for up to 12 people. Presently the hydroelectric power grid terminates at Keno City some 50km to the southwest and water is available from the Keno Ladue River, which flows through the property. The Company on August 31, 2010 granted Lance Capital Ltd. a security interest of $375,000 registered against the Marg Property on October 15, 2010. The Company also credited the Company's wholly-owned subsidiary, Yukon Gold Corp., ("YGC") with an equal amount of the amount owed to the Company. Subsequent to the quarter ended October 31, 2010, on November 15, 2010 the Company's wholly owned subsidiary Yukon Gold Corp. declared bankruptcy. On November 23, 2010 Lance Capital Ltd. issued a Notice of Default to the Company in accordance with the provisions of Article 5 of the Note Purchase and Security Agreement dated August 31, 2010 between Lance Capital Ltd., the Company and YGC and further, in accordance with the provision of Article 6, demanded payment in full of the entire amount of the $375,000 note plus accrued interest.
Liquidity and Capital Resources
The following table summarizes the Company's cash flows and cash in hand:
October 31, 2010 October 31, 2009
Cash and cash equivalent $ 182,410 $ 39,402
Working capital deficit $ (552,020 ) $ (354,043 )
Cash used in operating activities $ (309,610 ) $ (226,952 )
Cash provided (used) in investing activities $ Nil $ 110,306
Cash provided in financing activities $ 491,300 $ 146,000
As at October 31, 2010 the Company had working capital deficit of $552,020 as compared to a working capital deficit of $354,043 in the previous period. During the current period the Company received a demand loan of $9,900 carrying interest of 7% per annum from a director of the Company.
Off-Balance Sheet Arrangement
The Company has no Off-Balance Sheet Arrangement as of October 31, 2010 and April 30, 2010.
Contractual Obligations and Commercial Commitments
The Marg Property
In March 2005, the Company acquired rights to purchase 100% of the Marg Property, which consists of 402 contiguous mineral claims covering approximately 20,000 acres located in the Mayo Mining District of the Yukon Territory of Canada. Title to the claims is registered in the name of YGC.
The Company assumed the rights to acquire the Marg Property under a Property Purchase Agreement ("Agreement") with Atna Resources Ltd. ("Atna"). Under the terms of the Agreement as amended the Company paid $119,189 (CDN$150,000) cash and 133,333 common shares as a down payment. The Company made payments under the Agreement for $43,406 (CDN$50,000) cash and an additional 133,333 common shares of the Company on December 12, 2005; $86,805 (CDN$100,000) cash and an additional 133,334 common shares of the Company on December 12, 2006. On December 12, 2007 the Company paid $98,697 (CDN$100,000) being the next payment then due.
The Company agreed to make subsequent payments under the Agreement of: $167,645 (CDN$200,000) in cash and/or common shares of the Company (or some combination thereof to be determined) on or before December 12, 2008. On December 4, 2008 the Company and Atna Resources Ltd. ("Atna") entered into a letter agreement (the "Amendment Agreement") amending the purchase agreement by which the Company acquired its Marg Property (the "Marg Acquisition Agreement"). Under the terms of the Marg Acquisition Agreement the Company was required to pay to Atna $167,645 (CDN$200,000) (in cash or shares of the Company's common stock) on December 12, 2008. In lieu of making such payment, the Amendment Agreement permitted the Company to pay Atna $19,980 (CDN$25,000) in cash on December 12, 2008 (paid) and $188,600 (CDN$225,000) (payable in cash or shares of the Company's common stock) on April 30, 2009. On April 30, 2009, the Company issued to Atna 6,838,906 common shares which represent $188,600 (CDN $225,000), whereby the common shares were valued at $0.0276 (CDN$0.0329) each. Upon the commencement of commercial production at the Marg Property, the Company will pay to Atna $972,479 (CDN$1,000,000) in cash and/or common shares of the Company, or some combination thereof to be determined.
On October 15, 2010 Lance Capital Ltd. ("Lance") registered a lien against the Marg Property to secure a promissory note of the Company in the amount of $375,000 that was issued to Lance. The amount of the promissory note corresponds to the amount committed by Lance to fund expenses of the Company. Subsequent to the quarter ended October 31, 2010, on November 23, 2010 Lance Capital Ltd. issued a Notice of Default to the Company in accordance with the provisions of Article 5 of the Note Purchase and Security Agreement dated August 31, 2010 between Lance Capital Ltd., the Company and the Company's wholly-owned subsidiary, Yukon Gold Corp., and further, in accordance with the provision of Article 6, demanded payment in full of the entire amount of the $375,000 note plus accrued interest.
On August 10, 2010, the following agreement was terminated by mutual consent of the parties and the consultant and the Company signed an unconditional and absolute general release which terminated the Agreement dated August 28, 2009;
On October 1, 2009 the Company's board of directors ratified a retainer agreement (the "Agreement") dated August 28, 2009 with a Panamanian corporation (the "Consultant") to provide certain exclusive advisory services for financing, acquisition, collaboration, product or services sales transactions and strategies, for a period of twelve (12) months (the "Term") from the date of execution. If at any time during the Term the Company wishes to terminate the exclusivity of the Consultant, the Company will give the Consultant ten (10) days prior written notice and pay the Consultant $200,000. The Agreement stated that a monthly cash fee of $50,000 and the Consultant's out-of-pocket expenses would accrue and be payable only at such time as the Company secures a minimum of $5,000,000 in financing during the Term of this agreement at which time the total amount accrued shall be due and payable in full without interest. In the event that the Company fails to timely pay any of the compensation, as defined in the Agreement, each shall bear interest at the rate of six percent (6%) until paid in full. The Consultant has the right upon written notice to the Company of its election to receive gold or other minerals in lieu of cash prior to or concurrent with the closing of any financing transactions ("Financing Transactions"). Compensation payable in kind shall not bear any interest. If an acquisition or divestiture has been consummated during the Term of the Agreement or for a period of one (1) year thereafter, the Company was obligated to pay a transaction fee ("TF") to the Consultant based on the following transaction values ("TVs"): (i) 5% TF up to and including $1,000,000 TVs, plus (ii) 4% TF on all TVs from $1,000,000 to $1,999,999, plus (iii) 3% TF on all TVs from $2,000,000 to $2,999,999, plus (iv) 2% on all TVs from $3,000,000 to $3,999,999, plus (v) 1% on all TVs from $4,000,000 to $4,999,999, plus (vi) 1% on all TVs equal to and exceeding $5,000,000. During the Term of the Agreement or for a period of one (1) year after termination, the Company would have paid the Consultant a finder's fee equal to two percent (2%) of the total amount of each and every Financing Transaction successfully undertaken by the Company. In addition the Company was to have granted to the Consultant options to purchase that number of shares of the Company's common stock determined by multiplying two percent (2%) equal to the total number of equity shares placed and/or issued, or if convertible debt, two percent (2%) of the number of common equity shares as if the convertible debt was converted at its earliest possible date. Such options were to be exercisable for a period of five (5) years at an exercise price equal to the five-day weighted average trading price (WATP) for the five (5) consecutive trading days immediately prior to the granting of the Company's stock options. In addition to the foregoing fees, the Company shall grant to the Consultant a fully-vested option ("Equity Fee") to acquire a number of shares equal to eight and one-half percent (8.5%) of the total common shares issued and outstanding at the time of the execution of the Agreement. Such options shall be exercisable for a period of five (5) years at an exercise price equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the granting of the Company's stock options. The number of stock options shall be subject to any and all adjustments of the common shares during the five-year exercise period. Upon the Company entering into any definitive agreement, during the Term, to acquire any properties/projects, as defined in the Agreement, an additional fully-vested performance option was to be granted to the Consultant to acquire a number of shares equal to eight and one-half percent (8.5%) of the then issued and outstanding common shares of the Company. Such options shall be exercisable for a period of five (5) years at an exercise price equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the execution of the definitive agreement. The number of performance options was to be subject to any and all adjustments of the common shares during the five-year exercise period. If any acquisition transaction was contemplated by the Company during the Term or for a period of one (1) year after the Company would grant to the Consultant the absolute right to participate, on a pro rata basis, in up to a ten percent (10%) interest in the Company's acquisition. The Consultant would also be responsible for all pro rata future development and operating costs of said acquisition when paid by the parties owning the other 90% interests. Notwithstanding anything within the Agreement to the contrary, any stock or equity-based compensation must be pre-cleared by the Toronto Stock Exchange (TSX). If any Financing Transaction(s) described in paragraphs 2 A and B of Schedule A to this Agreement are concluded during the Term, or for a period of one (1) year thereafter, provided such Financing Transaction(s) results from parties identified in writing by the Consultant in performing the Services, the Company will pay to the Consultant, or a designee of the Consultant, the following: (i) with respect to any equity financing, a cash fee equal to seven percent (7%) of the total amount of the Financing Transaction (gross proceeds, without offset for costs or fees), (ii) with respect to any debt financing, a cash fee equal to four percent (4%) of the total amount of such Financing Transaction (gross proceeds, without offset for costs or fees), and (iii) in addition, upon the completion of any Financing Transaction of the Company or its, parents, subsidiaries or affiliates, the Company shall grant to the Consultant the right and option to purchase that number of shares, units or interests in the Company determined by dividing five percent (5%) of the amount of the Financing Transaction by an amount equal to equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the payment of Yukon Gold Corporation stock options. Such rights shall be exercisable, for a period of five (5) years, from date of issue and shall possess "most favored nation" registration rights, i.e., registration rights equal to the best/most favorable rights/treatment of any issued/outstanding registration rights provisions applicable to any securities of the Company, specifically including, but not limited to demand and "piggy back" registration rights, including the right to include such shares in any offering undertaken by the Company, i.e., "tag-along" rights. Such Fee shall be paid by the Company to the Consultant within ten (10) calendar days after the closing of each Financing Transaction, or, if such Financing Transaction closes in several tranches, within ten (10) calendar days after the closing of each tranche, until paid in full.
Subsequent to the period covered by this report, on November 18, 2010 the Company and the consultant signed an unconditional and absolute general release which terminated the following Agreement:
On October 1, 2009, the Company's board of directors ratified a consulting agreement (the "Agreement"), dated September 20, 2009, with an individual to provide services as a special advisor (the "Consultant"). The Agreement states that the Consultant will receive 450,000 restricted common shares no later than ten (10) business days from the date of signing the Agreement The Consultant is entitled to receive a cash fee of two and one-half percent (2.5%) on the aggregate value of a financing(s) or transaction(s) entered into by the Company during the term of the Agreement or within the twelve (12) months following the term of this Agreement if the discussions regarding the financial transaction(s) were initiated by the Consultant during the term of this Agreement. Further it was agreed that the Consultant would receive a bonus of up to 1,000,000 restricted common shares of the Company of any financing or transaction, such bonus to be awarded on transactions values ("TV") as follows: (i) up to a $1,000,000 TV, 200,000 shares (ii) between a $1,000,000 up to a $6,000,000 TV, an additional 300,000 shares and (iii) over a $6,000,000 TV, an additional 500,000 shares. Upon receipt of an itemized invoice the Consultant will be reimbursed for all traveling and other actual legitimate expenses. The Agreement is for a three month minimum term and may be extended by the mutual agreement of . . .
