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Copper Lake Resources Ltd. — Management Reports 2015
Jun 25, 2015
43632_rns_2015-06-25_b320f418-f85a-4b94-a92c-dc2375e94ac7.pdf
Management Reports
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Copper Lake Resources Ltd. (formerly, White Tiger Mining Corp.)
Management’s Discussion and Analysis
2015 SECOND QUARTER
Contact Information :
Copper Lake Resources Ltd. 808 Nelson Street, Suite 2001 Vancouver, BC V6Z 2H2 Contact Person: Mr. Terrence MacDonald, CFO Email: [email protected]
COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
MANAGEMENT’S DISCUSSION AND ANLYSIS – 2015 SECOND QUARTER
This Management Discussion and Analysis (“MD&A”) was prepared by management as at June 24, 2015 and was reviewed and approved by the Audit Committee. The following discussion of performance, financial condition and future prospects should be read in conjunction with the unaudited condensed interim financial statements of Copper Lake Resources Ltd. and notes thereto for the three and six months ended April 30, 2015, as well as the Company’s annual financial statements, and the 2014 MD&A. The information provided herein supplements but does not form part of the financial statements. All amounts are stated in Canadian dollars unless otherwise indicated. Additional information related to the Company is available for view on SEDAR at www.sedar.com.
DESCRIPTION OF BUSINESS AND OVERVIEW OF OPERATIONS AND FINANCIAL CONDITION
Description of Business
The Company is primarily engaged in the acquisition and exploration of mineral resource properties and currently trades on the TSX Venture Exchange under the symbol CPL.
RECENT DEVELOPMENT HIGHLIGHTS
-
On August 26, 2014 the Company completed its first exploration update since May 22, 2013 wherein White Tiger reported its comprehensive review of successful significant drill results to date for its Marshall Lake property. The Marshall Lake property is an advanced exploration stage copper, silver and gold project located 120 km north of Geraldton, Ontario (via a good all weather gravel road from Hwy 11/TransCanada Hwy, and just 22 km north of the main CNR rail line). On May 22, 2013, the Company reported a two – core drill hole program at the “RM Zone. The program was recommended by Caracle Creek International Consultants “Caracle Creek” of Toronto to test their reliability of 3D inversion of Induced Polarization modelled targets within the RM Zone. Both drill holes RM-13-40 and RM-13-41 successfully intersected significant grades and widths of copper, silver and gold.
-
On September 2, 2014 the Company entered into a loan agreement with Prairie Enterprises (Alberta) Ltd. (“Prairie) under which Prairie agreed to advance to the Company an unsecured loan of up to $200,000, subject to the satisfaction of certain conditions, including the receipt of any and all required regulatory approvals. The loan will be advanced in instalments of $25,000, or even multiples thereof, as and when requested by the Company and approved by Prairie. The loan will bear interest at the rate of 12% per annum, calculated monthly and will mature on August 31, 2015. The proceeds of the loan will be used by the Company to fund working capital requirements. Prairie is a corporation controlled by Mr. Edward Yurkowski, a director of the Company.
-
On September 18, 2014 the Company announced, pursuant to the Articles of the Company, the directors approved a proposed name change from “White Tiger Mining Corp.” to “Copper Lake Resources Ltd.” The proposed name change was approved by the directors as part of a renewal process by the Company under its new management. The Company intends to move forward with the name change subject to regulatory approvals.
-
September 23, 2014 the Company received TSX Venture Exchange (the “TSX-V”) acceptance and officially changed its name to Copper Lake Resources Ltd. Trading under the new name “Copper Lake Resources Ltd.” commenced on the TSX-V at the opening of trading on September 24, 2014 under TSX-V symbol “CPL” (CUSIP: 21750Y103; ISIN: CA 21750Y1034).
-
On November 24, 2014, Prairie advanced $100,000 to the Company.
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On February 2, 2015, Prairie advanced $100,000 to the Company.
-
On June 15, 2015, Edward Yurkowski, Brian Kynoch and Paul Champagne resigned as Directors of the Company.
2
COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
- On June 15, 2015 John Kowalchuk, Terrence MacDonald and Malcolm Bell were appointed as Directors, Ronald Coombes as President and Chief Executive Officer and Terrence MacDonald as Chief Financial Officer and Corporate Secretary.
EXPLORATION AND EVALUATION ASSETS
Realization of assets
The investment in and expenditures on exploration and evaluation assets comprise a significant portion of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal.
Resource exploration and development is highly speculative and involves inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.
Environmental
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 activities in compliance with applicable environmental protection legislation. Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of the exploration and development on an exploration and evaluation assets, the potential for production on the property may be diminished or negated.
Title to exploration and evaluation assets
Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets and, to the best of its knowledge, title to all of its properties are in good standing. However, such properties may be subject to prior agreements or transfer and title may be affected by undetected defects.
The Company has entered into agreements to acquire, explore and develop certain exploration and evaluation assets located in certain regions of Canada. Several aboriginal groups are claiming inextinguishable aboriginal title to the lands and resources in various regions of Canada, which may include one or more of the mineral claims beneficially owned by the Company. The extent to which any successful aboriginal claim would materially affect the ability of the Company to exploit its exploration and evaluation assets is not determinable at this time.
Exploration Programs
A summary of the Company’s current exploration programs is set out below, however, for additional information and details regarding such matters, reference is made to the Company’s news releases and related filings that can be viewed on www.sedar.com.
The technical information regarding the Company’s currently active projects referred to herein has been reviewed and approved by Gordon Gibson, P. Geo., who is acting as the Company’s Qualified Person in accordance with regulations under NI 43-101.
3
COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
The Company’s expenditures on exploration and evaluation assets are as follows:
| Norton Lake Property |
Marshall Lake Property |
TOTAL | |
|---|---|---|---|
| Balance, October 31, 2013 | 1,119,250 | 3,147,834 | 4,267,084 |
| Acquisition Costs | - | 24,000 | 24,000 |
| Expenditures for the year | |||
| Accommodation | - | 1,659 | 1,659 |
| Equipment rental | - | 7,078 | 7,078 |
| Fuel, oil and diesel | - | 1,233 | 1,233 |
| Field office expense | 614 | 456 | 1,070 |
| Geological and geophysical | - | 100,210 | 100,210 |
| Storage | - | 494 | 494 |
| Transportation | - | 723 | 723 |
| Travel | - | 102 | 102 |
| Total expenditures for the year | 614 | 135,955 | 136,569 |
| Balance, October 31, 2014 | **1,119,864 ** | 3,283,789 | 4,403,653 |
| Expenditures for the period | |||
| Geological and geophysical | - | 48,492 | 48,492 |
| Total expenditures for the period | - | 48,492 | 48,492 |
| Balance, April30, 2015 | **$1,119,864 ** | **$3,332,281 ** | $4,452,145 |
Norton Lake Property
The Company entered into a Joint Venture Assignment Agreement dated on January 21, 2009 with Cascadia International Resources Inc. of Calgary, Alberta (“Cascadia’), pursuant to which Cascadia assigned its 51% joint venture interest in the Norton Lake Property to the Company for the sum of $300,000. The other joint venture partners are Rainy Mountain Royalty Corp. (“Rainy Mountain”) of West Vancouver, British Columbia and White Metals Resources Corp. formerly, (Trillium North Minerals Ltd. (“Trillium”) of Toronto, Ontario. The Property is located 450 km north of Thunder Bay, Ontario on the south margin of the “Ring of Fire” exploration region and consists of 32 claims covering approximately 8,800 hectares. Since 2001, over $3 million has been spent on the Property, including the completion of 44 core holes. The Property deposit contains nickel, copper, cobalt and platinum group element values and has previously been traced by diamond drilling over a strike length ranging from 225 to 300 metres, and locally to about 400 metres depth, with true widths ranging between 5 and 10 metres. On the basis of geophysical surveys and exploration drilling, the deposit is open to the southwest, northeast and to depth, and other geophysical targets occur along an 11 km strike length. The Norton Lake Project consists of two properties, namely, the Norton West Property (the principal property) and the Norton East Property. Joint venture expenditures are being recorded by each joint venture partner on a cash basis and as a result of the programs completed by the Company on the Norton West Property, the Company had a 60.70% interest in the Norton West Property (with Rainy Mountain having a 30.21% interest and Trillium having a 9.09% interest) and a 51% interest in the Norton East Property (with Rainy Mountain having a 9.8% interest and Trillium having a 39.2% interest). By agreement dated February 21, 2012, the Company, Rainy Mountain and Trillium combined and consolidated their respective interests in the Norton West and Norton East Properties, and as a result, the Company has a 60.70% interest in the combined Properties (with Rainy Mountain having a 30.21% interest and Trillium having a 9.09% interest).
The technical information regarding the Norton Lake Property project referred to herein was reviewed and approved by the Company’s Qualified Person. Gordon Gibson P. Geo., is acting as the Company’s Qualified Person in accordance with regulations under NI 43-101.
4
COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
The Company incurred exploration and acquisition costs as follows:
-
for the year ended October 31, 2014 $614;
-
for the six months ended April 30, 2015 $Nil and
-
as at April 30, 2015, the Company had incurred a total of $1,119,864 in exploration and acquisition costs.
Current status:
On November 14, 2012, the Company reported further results on its Norton Lake pyroxenite-hosted massive sulphide property, which property has an NI 43-101 Compliant Measured and Indicated Resource of 2.2 million tonnes grading 0.67% Nickel (at a cut-off of 0.3% Nickel), 0.61% Copper, 0.03% Cobalt, and 0.46 grams per tonne Palladium. In September 2012, Caracle Creek International (“CCI”) of Toronto and Dr. Mark Fedikow of Mount Morgan Resources Ltd. were commissioned to perform an initial Mobile Metal Ions (“MMI”) orientation soil survey over the Norton Lake deposit. This survey was successful in establishing the characteristic nickel, copper, cobalt soil MMI response over the Norton Lake main zone. Further to this, CCI was commissioned to perform a more wide ranging MMI soil survey in order to test three target areas within the Norton Lake property. The three target areas were selected by the Company because they exhibited similar coincident total field magnetics and multi-channel TDEM (time domain electromagnetics) anomalies on airborne geophysical surveys as the Norton Lake deposit. One of the three targeted areas returned very encouraging MMI survey results. Specifically, the Norton Lake eastern zone returned elevated nickel, copper and cobalt with the best MMI values being concentrated in the southern part of the grid. An elongate zone of anomalous nickel and copper values measuring approximately 600 metres by 100 metres extends in an east-west direction, coincident with airborne geophysical anomalies. The MMI geochemical signature is of higher amplitude than that of the orientation survey over the Norton lake deposit itself. As a result, the Company is planning a preliminary exploration drill program to determine the targets’ significance.
Marshall Lake Property
The Company entered into an option agreement dated July 6, 2010 with Rainy Mountain Royalty Corp. of West Vancouver, BC, a company with certain common directors at the time (“Rainy Mountain”) and Marshall Lake Mining PLC of London England, whereby the Company was granted an option to acquire up to a 50% joint venture interest in certain mining claims that comprise the Marshall Lake Property located approximately 250 km north-northeast of Thunder Bay, Ontario. The Marshall Lake Property is a copper, gold, silver and zinc exploration property and consists of 65 unpatented mining claims and 89 leased claims and covers an area of approximately 120 square km. Under the option agreement, the Company is required to incur $4,000,000 in expenditures on the property over five years and issue 2,000,000 shares of a four year period (400,000 issued in fiscal 2010 at a value of $88,000; 400,000 issued in fiscal 2011 at a value of $104,000; 400,000 issued in fiscal 2012 at a value of $60,000; 400,000 issued in fiscal 2013 at a value of $20,000 and 400,000 issued in fiscal 2014 at a value of $24,000). The Company will earn a 12.5% joint venture interest in the Marshall Lake Property for every $1,000,000 in expenditures incurred and for every 400,000 shares issued (except for the initial 12.5% interest whereby the Company was required to issue 800,000 shares to Rainy Mountain). Additionally, once the Company has completed its share issuance and spending requirements, it has the additional option to increase its joint venture interest to 75% by incurring such additional property expenditures as are necessary to take the Marshall Lake Property to bankable feasibility stage. As of October 31, 2014, the Company has earned a 37.5% joint venture interest in the Marshall Lake Project. Management has sent a letter of notification to Rainy Mountain informing them of this increased ownership. Rainy Mountain has yet to confirm the Company’s increased interest in Marshall Lake.
On November 13, 2012, the Company issued an aggregate of 200,000 shares, valued at $38,000, to certain First Nations in connection with an Exploration Agreement covering the Marshall Lake property
Gordon Gibson, P. Geo., is acting as the Company’s Qualified Person in accordance with regulations under NI 43101.
The Company incurred exploration and acquisition costs as follows:
-
for the year ended October 31, 2014 $135,955;
-
for the six months ended April 30, 2015 $48,492; and
-
as at April 30, 2015, the Company had incurred a total of $3,332,281 in exploration and acquisition costs.
5
COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
Current status:
The Marshall Lake property is a copper, silver and gold exploration project located 120 km north of Geraldton, Ontario (via a good all weather gravel road from Hwy 11 Trans Canada Hwy, and just 22 km north of the main CNR rail line). Since July 2010, the Company, as optionee and operator, has incurred approximately $3,036,000 in exploration expenditures on the Marshall Lake property and to date has drilled and completed 41 core drill holes (totaling over 8,000 metres of drilling). Additionally, the Company has conducted prospecting and sampling on the property and has also carried out ground IP (induced polarization) and geological mapping of specific areas of interest. The Company has also conducted airborne geophysical surveys and completed “ground proofing” (through differential GPS surveying of the property).
On March 4, 2013, the Company reported that it had completed new survey control of cut grid lines within and adjacent to the RM Zone copper discovery on its Marshall Lake property. The new survey was conducted using a Trimble ProXRT2 with OmniStar XP real-time differential GPS to sub metre (nominally 30 cm) accuracy. The Company then commissioned Caracle Creek International of Toronto to reinterpret previously obtained surface IP (Induced Polarization) data read from the grid. The Company is now in receipt of an unconstrained 2D inversion of said data, interpolated and expressed as 3D chargeability and conductivity isosurfaces to an effective depth of investigation of 120 metres below surface. Four discrete chargeability anomalies are apparent, which when interpreted with the copper 3D grade shell model, appear to further define the RM copper zones, with the best geophysical responses yet to be tested. As disclosed herein (see “Performance Summary” for details from the Company’s recent news release), the Company has announced assay results for its most recently completed drill program on the Marshall Lake property. Specifically, on May 22, 2013, the Company provided its first comprehensive review of drill results to date for its Marshall Lake property. Most recently updated 3-D modeling of the RM Zone continues to refine and improve the Company’s understanding of the geometry and dimensions of the overall RM Zone. Using a 0.3% copper cutoff, the current model identifies a cylinder-shaped, near-horizontal zone of disseminated and stringer-type copper mineralization with the long axis oriented toward azimuth 215 degrees. The RM Zone geometry, as characterized above, has been traced for 250 metres and currently remains open to the southwest. Additionally, 3-D modeling of the significant copper and silver mineralization near surface within the “Gazooma Zone” (located 150 metres southeast of the “RM Zone”) is underway. With continued drilling success targeting the first of four recently identified IP geophysical targets, further drilling plans are underway in an effort to infill and further substantiate the anticipated mineralization between the “RM South Zone” and the RM Zone. The initial geophysical area of interest embraces five copper zones within close proximity to one another (ie. the RM Zone, the Jewel Box Zone, the Gazooma Zone, the Cherry Hill Zone and the Teck Hill Zone), encompassing a total surface area of 3.5 square kilometres. This will, for the first time, potentially identify significant new targets (within the 12 km by 10 km Marshall Lake property) beneath some of the numerous near surface copper occurrences.
PERFORMANCE SUMMARY
The following is a summary of the significant events and transactions that occurred during the six months ended April 30, 2015 and for the subsequent period to the report date:
-
a) On September 18, 2014 the Company announced, pursuant to the Articles of the Company, the directors approved a proposed name change from “White Tiger Mining Corp.” to “Copper Lake Resources Ltd.” The proposed name change was approved by the directors as part of a renewal process by the Company under its new management. September 23, 2014 the Company received TSX Venture Exchange (the “TSX-V”) acceptance and officially changed its name to Copper Lake Resources Ltd. Trading and under the new name “Copper Lake Resources Ltd.” commenced on the TSX-V at the opening of trading on September 24, 2014 under TSX-V symbol “CPL” (CUSIP: 21750Y103; ISIN: CA 21750Y1034).
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b) The Company entered into a loan agreement, dated July 19, 2013, pursuant to which it received $25,000 for working capital purposes. The loan was provided by a company controlled by a former director and was for a term of 1 year with interest at a rate of 1% per month (12% per annum) and a loan facility fee of $1,000.
6
COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
The Company entered into a loan agreement, dated March 31, 2014, pursuant to which the lender has agreed to loan the Company an additional $75,000 for a total of $100,000 for working capital purposes. The loan was provided by a company controlled by a former director of the Company, and any advances under the loan agreement will be repayable within 1 year of such advance and with interest at a rate of 12% per annum. As of May 31, 2014, $100,000 had been advanced to the Company by the lender.
As of July 22, 2014, the loan has been assigned to Prairie Enterprise (Alberta) Ltd, a company controlled by a different director.
The Company entered into an amended loan agreement, dated September 2, 2014, pursuant to which the lender has agreed to loan the Company an additional $100,000 for a total of $200,000 for working capital purposes. The loan was provided by a company controlled by a director of the Company, and any advances under the loan agreement will be repayable within 1 year of such advance and with interest at a rate of 12% per annum. During the six months ended April 30, 2015, Prairie Enterprise advanced an additional $200,000. As of April 30, 2015 a total of $400,000 has been advanced to the Company by the lender.
- c) On June 15, 2015 the Company appointed John Kowalchuk, Terrence MacDonald and Malcolm Bell as Directors, Ronald Coombes as President and Chief Executive Officer and Terrence MacDonald as Chief Financial Officer and Corporate Secretary.
SELECTED ANNUAL INFORMATION
Comparative information for periods from October 31, 2012 onwards has been presented in accordance with IFRS.
| Year Ended October 31, 2014 |
Year Ended October 31, 2013 |
Year Ended October 31, 2012 |
|
|---|---|---|---|
| Revenues | $ - | $ - | $ - |
| Operating expense | 372,231 | 830,726 | 1,428,215 |
| Net loss | 372,109 | 827,782 | 1,239,026 |
| Basic and diluted loss per share | 0.00 | (0.02) | (0.05) |
| Totalassets | 4,455,944 | 4,302,350 | 4,799,207 |
Results of Operations
The following discussion addresses the operating results and financial condition of the Company for the six months ended April 30, 2015 compared with the six months ended April 30, 2014. The MD&A should be read in conjunction with the Company’s unaudited financial statements and the accompanying notes for the six months ended April 30, 2015.
The Company reported a net loss for the six months ended April 30, 2015 of $115,580 compared to a loss of $189,303 for the prior year period for a decrease of $73,273. The change is largely due to a decrease in management fees charged.
Results of operations for the six months ended April 30, 2015 as compared to the six months ended April 30, 2014
The current period loss is the result of the consulting fees of $53,800, interest expense of $17,393, legal fees of $9,303, transfer agent and regulatory fees of $13,335 and other miscellaneous costs of $21,749. The decrease in loss for the six months ended April 30, 2015 compared to the six months ended April 30, 2014 was primarily due a decrease in management fees as a result of a change in management in July 2014.
7
COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
LIQUIDITY AND CAPITAL RESOURCES
The Company’s mineral exploration activities have been funded to date primarily through the issuance of common shares, and the Company expects that it will continue to be able to utilize this source of financing until it develops cash flow from its mining operations. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in its liquidity either materially increasing or decreasing at present or in the foreseeable future.
Material increases or decreases in the Company’s liquidity will be substantially determined by the success or failure of its exploration programs on its properties, as well as its continued ability to raise capital.
The Company anticipates spending capital resources on exploration in the next six months on its Marshall Lake and Norton Lake properties. The Company requires further funding to cover the Company’s next phase of exploration, and general and administrative expenses. The Company assesses its financing requirements and its ability to access equity or debt markets on an ongoing basis. The assessment considers: the stage and success of the Company’s evaluation activities to date; the continued participation of the Company’s larger investors; and financial market conditions.
Net cash used in operating activities for the six month period ended April 30, 2015 was $104,341 compared to $85,773 for the six month period ended April 30, 2014 consisting loss for the period and the change in non-cash items.
The company incurred exploration and evaluation expenditures in the amount of $48,492 during the six months ended April 30, 2015.
Net cash provided by financing activities for the six month period ended April 30, 2015 consisted of advances received from a shareholder in the amount of $200,000 (2014 - $75,000).
At present, the Company’s operations generate no cash flow and its financial success is dependent on management’s ability to obtain financing and discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control. Management believes the Company will be successful at securing additional funding so that its capital resources will be sufficient to carry its operations through the next twelve months and intends to continue the exploration of its mineral properties.
In order to finance the Company’s exploration programs and to cover administrative and overhead expenses, the Company raises money through equity sales and from the exercise of convertible securities. Many factors influence the Company’s ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company’s track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities. Management believes it will be able to raise equity capital as required in the long term, but recognizes there will be risks involved that may be beyond their control.
OFF BALANCE SHEET ARRANGEMENTS
The Company is not a party to any off-balance sheet arrangements or transactions.
PROPOSED TRANSACTIONS
The Company does not currently have any proposed asset or business acquisitions or dispositions; however, the Company continues to seek new business opportunities to raise capital.
8
COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
SUMMARY OF QUARTERLY RESULTS
| April 30, 2015 |
January 31, 2015 |
October 31, 2014 |
July 31, 2014 |
|
|---|---|---|---|---|
| Total assets | $4,558,585 | $4,439,016 | $4,455,944 | $4,278,553 |
| Exploration and evaluation assets | 4,452,145 | 4,403,653 | 4,403,653 | 4,268,434 |
| Working capital (deficit) | ( 596,619) | ( 490,605) | ( 432,547) | ( 201,887) |
| Shareholders’ equity | 3,857,983 | 3,915,505 | 3,973,563 | 4,066,547 |
| Total Revenue | - | - | - | - |
| Operating expenses | 57,522 | 58,058 | 114,416 | 49,891 |
| Net income (loss) | ( 57,522) | ( 58,058) | ( 116,984) | 329,519 |
| Basic and dilutedloss pershare | (0.00) | (0.00) | (0.00) | (0.00) |
| April 30, 2014 |
January 31, 2014 |
October 31, 2013 |
July 31, 2013 |
|
| Total assets | $4,294,595 | $4,312,051 | $4,302,350 | $4,220,859 |
| Exploration and evaluation assets | 4,268,434 | 4,268,434 | 4,267,084 | 4,178,064 |
| Working capital (deficit) | ( 531,406) | ( 459,373) | ( 359,253) | ( 156,895) |
| Shareholders’ equity | 3,373,028 | 3,835,061 | 3,926,331 | 3,988,153 |
| Total Revenue | - | 18,589 | - | 48 |
| Operating expenses | 98,065 | 109,859 | 136,838 | 176,304 |
| Net (loss) | ( 98,033) | ( 91,270) | ( 58,197) | ( 176,256) |
| Basic and dilutedloss pershare | (0.00) | (0.00) | (0.00) | (0.00) |
TRANSACTIONS WITH RELATED PARTIES
Companies controlled by common directors
The Company paid or accrued the following costs incurred on transactions with the companies, controlled by common directors:
| Six months ended April30, 2015 |
Six months ended April30, 2014 |
|
|---|---|---|
| Administrative services | - |
$ 6,000 |
| Management fees | $53,800 | 106,850 |
| Interest on loan | 17,318 | 1,744 |
| Rent | 8,011 | 19,400 |
| Wages and benefits | - | 16,653 |
| 79,129 | 150,647 |
Key management compensation
Key management includes directors and other key personnel, including the CEO, President and CFO, who have authority and responsibility for planning, directing, and controlling the activities of the Company. The compensation paid to these key management personnel for the three months ended January 31, 2015 and 2014 is outlined below:
| Six months ended April30, 2015 |
Six months ended April30, 2014 |
|
|---|---|---|
| Management fees | $53,800 | $106,850 |
| 53,800 | 106,850 |
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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
The Company entered into a loan agreement, dated July 19, 2013, pursuant to which it received $25,000 for working capital purposes. The loan was provided by a company controlled by a director and is for a term of 1 year with interest at a rate of 12% per annum and a loan facility fee of $1,000.
The Company entered into a loan agreement, dated March 31, 2014, pursuant to which the lender has agreed to loan the Company up to $75,000 for working capital purposes. The loan was provided by a company controlled by a director of the Company, and any advances under the loan agreement will be repayable within 1 year of such advance and with interest at 12% per annum. As of April 30, 2014, $75,000 has been advanced to the Company by the lender.
As of July 22, 2014, the loan has been assigned to Prairie Enterprise (Alberta) Ltd. The Company entered into a loan agreement, dated September 2, 2014, pursuant to which the lender has agreed to loan the Company up to $200,000 for working capital purposes. The loan was provided by a company controlled by a director of the Company, and any advances under the loan agreement will be repayable within 1 year of such advance and with interest at a rate of 12% per annum. As of April 30, 2015, a total of $400,000 has been advanced to the Company by the lender.
The company has $44,492 due to BC Moly Ltd. as at April 30, 2015 ($40,860; October 31, 2014). BC Moly Ltd. is a related party as it has management and directors in common as at April 30, 2015. The amount payable arose from expenses paid by BC Moly Ltd. on behalf of the Company.
COMMITMENTS
The Company does not have any existing commitments.
CAPITAL MANAGEMENT
The Company’s shareholders’ equity comprises its capital under management. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure that optimizes the costs of capital at an acceptable risk level.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets.
In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.
To fund future operations and exploration activities, the Company will need to raise funds through future share
issuances, issue new debt or dispose of assets.
There have been no changes to the Company’s approach to capital management during the period ended April 30, 2015. The Company is not subject to externally imposed capital requirements.
FINANCIAL INSTRUMENTS (MANAGEMENT OF FINANCIAL RISKS)
Credit risk
Credit risk is the risk of financial loss to the Company if a counter party to a financial instrument fails to meet its payment obligations. The Company is exposed to credit risk with respect to its cash and cash equivalents and receivables.
The Company's credit risk is primarily attributable to cash and cash equivalents. Management believes that the credit risk concentration with respect to cash and cash equivalents is remote, as it maintains accounts with highly- rated financial institutions. Receivables are due primarily from companies with related parties.
The Company is exposed to credit risk on its receivables. Credit risk with respect to receivables has been assessed as low from management, as the Company has strong working relationships with the parties involved.
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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At April 30, 2015, the Company had accounts payable and accrued liabilities of $256,110 (January 31, 2014: $179,019).
Based on the current funds held, the Company will need to rely upon financing from shareholders and/or debt holders to obtain sufficient working capital. There is no assurance that such financing will be available on terms and conditions acceptable to the Company.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity prices. The Company is not exposed to any significant interest rate risk volatility.
OUTSTANDING SHARE DATA as at June 24, 2015:
a) Authorized:
-
Unlimited number of shares, without par value
-
b) Issued and outstanding:
-
38,266,282 common shares
-
c) Outstanding incentive stock options:
| ExpiryDate | Number of Options |
Exercise Price |
|---|---|---|
| October 20, 2015 | 60,000 | $ 0.22 |
| February 16, 2015 | 130,000 | $ 0.38 |
| May 10, 2016 | 48,000 | $ 0.30 |
| August 31, 2016 | 57,000 | $ 0.25 |
| July 3, 2017 | 355,000 | $ 0.16 |
| August29,2017 | 270,000 | $ 0.16 |
| Outstanding and exercisable |
920,000 |
RISKS AND UNCERTAINTIES
The company is subject to the normal risks entailed in mineral exploration and development. These can involve a number of known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from any expected future results, performance, or achievements. The discovery, development and acquisition of mineral properties are in many instances unpredictable events. Future metal prices, the success of exploration programs, and other property transactions can have a significant impact on capital requirements. In addition, risk factors that could affect the Company’s future results, include, but are not limited to, foreign exchange, competition, risk inherent in mineral exploration and development, and policies including mineral tenure, trade laws and policies, receipt of permits and approvals from government authorities, and other operating and development risks.
Exploration and Mining Risks
The business of exploration for and mining minerals involves a high degree of risk. Fires, power outages, labour disruptions, flooding, cave-ins, landslides, and the inability to obtain suitable adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs.
The Company has relied on, and may continue to rely upon, consultants and others for exploration and development expertise. Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that minerals will be discovered in sufficient
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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing gold and other mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection.
Financing
While the Company has been successful in the past, there is no assurance that funding will be available under the terms that are satisfactory to management. Funds available for operations may vary significantly from management’s estimates due to changes that are outside the control of management. Differences between actual exploration costs and management’s estimates will occur, and these differences may be material. There is no assurance that future financial market conditions will result in sufficient funds being available to the Company to continue in the normal course of business.
Commodity Price
The price of metals can fluctuate widely and can be affected by many external factors beyond the control of the Company. Some of these factors include, demand, inflation, fluctuations in various currencies, interest rates, forward gold sales, political or economic events in producing regions, and fluctuations in the cost of production.
Competition
Competition exists for mineral deposits where Copper Lake Resources Ltd conducts its operations. As a result, some of which may be with large established mining companies with substantially greater financial and technical resources, Copper Lake Resources Ltd may be unable to acquire additional attractive mining claims or financing on terms it considers acceptable. Copper Lake Resources Ltd also competes with other companies in the recruitment and retention of qualified employees.
Dependence on Key Management and Employees
Copper Lake Resources Ltd.’s development depends on the efforts of key members of management and employees. Loss of any of these people could have a material adverse effect on Copper Lake Resources Ltd. Copper Lake Resources Ltd does not have key man insurance with respect to any of its key employees.
Conflicts
Certain directors of Copper Lake Resources Ltd. also serve as directors of other companies involved in mineral resource exploration and development and, to the extent that such other companies may participate in areas in which the Company may be active, the possibility exists for such directors to be in a position of conflict. In accordance with the corporate laws, the directors are required to act honestly, in good faith, and in the best interests of Copper Lake Resources Ltd. In addition, such directors will declare and abstain from voting on any matter in which such directors may have a conflict of interest. At present, there are no such conflicts and the likelihood of any is unlikely given the companies and areas of interest that could potentially be involved.
Legal Proceedings
The Company has no legal proceedings under way.
FORWARD LOOKING STATEMENTS
This report includes certain statements that may be deemed “forward looking statements” within the meaning of applicable securities legislation. All statements, other than statements of historical facts, that address such matters as future exploration, drilling, exploration activities, potential mineralization and resources and events or developments that the Company expects, are forward looking statements and, as such, are subject to risks, uncertainties and other factors of which are beyond the reasonable control of the Company. Such statements are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward looking information. With respect to forward looking statements and information contained herein, the Company has made numerous assumptions, including among other things, assumptions about the price and future prices of ores and/or mineralization that are being explored for by the Company, anticipated costs and expenditures and the Company’s ability to achieve its goals. Although management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward looking statement or information herein will prove to be accurate. Forward
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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2015
looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements or information. These factors include, but are not limited to such matters as market prices, exploitation and exploration results, continued availability of capital and financing, and general economic, market or business conditions. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward looking statements or information. Any forward looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
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