ANNUAL REPORT
DECEMBER 31, 2010
LUCARA DIAMOND CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
December 31, 2010
This management’s discussion and analysis of results of operations (“MD&A”) describes material factors
that have affected the performance of Lucara Diamond Corp. (the “Company” or “Lucara”) and its
subsidiaries during the year ended December 31, 2010, and factors that may affect its future
performance. The following information should be read in conjunction with the audited consolidated
annual financial statements for the year ended December 31, 2010, the five months ended December 31,
2009 and the year ended July 31, 2009, together with the notes thereto, prepared by management in
accordance with Canadian generally accepted accounting principles. All amounts presented are in US
dollars unless otherwise indicated. The effective date of this MD&A is April 18, 2011.
Some of the statements in this MD&A are forward-looking statements that are subject to risk factors set
out in the cautionary note contained herein.
Additional information about the Company and its business activities is available on SEDAR at
www.sedar.com .
HIGHLIGHTS - OUTSTANDING
AK6 Diamond Project – Botswana
An agreement was signed with African Diamonds plc to acquire all of the outstanding common
shares and share purchase options of African Diamonds plc. The transaction was completed in
December 2010 upon which date Lucara indirectly owns 100% of the AK6 Diamond Project.
The Engineering, Procurement and Construction Management (“EPCM”) contract for the
construction of a mine and associated facilities was awarded to Dowding Reynard and Associates
(“DRA”) on July 16, 2010.
By year end engineering was 40% complete and all major equipment orders had been placed
and procurement was 55% complete. As at end first quarter 2011 engineering was 82%
complete and the project was overall 40% complete.
Botswana Power Corporation has awarded the construction contracts for the bulk power line
construction which is due to be complete in July.
The Government of the Republic of Botswana approved an amendment to the mining license to
allow the sale of the entire AK6 production of diamonds either through open tender sales or
exclusive contract.
Mothae Diamond Project – Lesotho
Test mining commenced in May 2010 and a total of 138,798 dry tonnes of kimberlite was
processed to the end of December 2010. This includes 137,741 dry tonnes of C domain
kimberlite, which is the initial focus of the current test mining program, and 1,592 dry tonnes of F
domain kimberlite stockpiled during the prior bulk sampling work.
Plant upgrades and commissioning were completed, design capacity throughput achieved and
sustained.
Additional 3,671 carats (“cts”) of diamond recovered in 2010, including 20 stones greater than 5
cts, 8 stones greater than 10 cts and 3 stones greater than 20 cts.
The three largest stones recovered in 2010 were 53.53 cts, 37.24 cts and 20.26 cts.
As of March 23, 2011, a total of 175,000 dry tonnes had been processed from the C domain,
producing 5,484 cts at an average grade of 3.13 carats per hundred tonnes (“cpht”). Ongoing
audit work will confirm the grades and diamond recovery efficiency.
In March 2011, the first tender of Mothae diamonds was held in Antwerp. A total of 9,381.35cts
were sold at an average of $871.70ct for total gross proceeds of $8.18M.
The three highest per carat value diamonds sold were a 13.87ct stone, which sold for $43,000
per carat, a 24.57ct stone, which sold for $32,351 per carat and a 20.13ct stone, which sold for
$27,995 per carat.
INTRODUCTION
Lucara is a diamond development company focused in Africa. The business of Lucara consists of the
acquisition, exploration and development of diamond properties. The Company’s head office is in
Vancouver, BC Canada and its common shares trade on the TSX Venture Exchange under the symbol
“LUC”.
The principal assets of Lucara and the focus of Lucara’s development and exploration activities are its
interest in mining, exploration and prospecting diamond licenses in Lesotho, Botswana and Namibia. In
addition, Lucara actively seeks development and growth opportunities to bring new projects into its
portfolio.
DEVELOPMENT AND EXPLORATION UPDATE
Land status
The following summarizes the Company’s current land holdings:
Country
Lesotho
Botswana
Project Name and Interest Held
Mothae Diamond Mining Lease
Area (km2)
20
(75% interest)
Boteti AK6 Diamond Mining License
(100% interest)
15.3
Namibia
Kavango Prospecting License (10)
8,359
(100% interest)
Boteti AK6 Diamond Project, Botswana
In December 2009, the Company, through its indirect wholly-owned subsidiary Boteti Diamond Holdings
Inc. (“Boteti Diamond”), acquired an initial 70.268% interest in Boteti Mining (Pty) Limited (“Boteti”). In
April 2010, African Diamonds exercised its option to increase its interest in Boteti by a further 10.268% in
consideration of a cash payment of $7.3 million to the Company. After the exercise of the option, Boteti
was held 60% held by Boteti Diamond and 40% held by African Diamonds.
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In December 2010, the Company acquired African Diamonds’ non-controlling interest in Boteti for
consideration of 80,245,726 common shares of the Company on the basis of 0.80 (“Ratio”) of a common
share of the Company in exchange for every one common share in the capital of African Diamonds.
Boteti was granted a mining license over the AK6 Diamond Project which is located in central Botswana
and is part of the Orapa/Letlhakane kimberlite district, one of the world’s most prolific diamond producing
areas. The Boteti AK6 kimberlite consists of three lobes, South, Centre and North, of which the South
Lobe makes up approximately 75% of the kimberlites’ resource potential. The pipe has an area of 4.2
hectares at the surface which expands to 7 hectares at a depth of 120 meters.
In June 2010, a definitive feasibility study updating previous work to a confidence level to support project
approval was completed. The study detailed a cost effective technical solution with a process plant
initially designed at a throughput rate of 2.5 million tonnes per annum (“mtpa”) increasing to 4.0 mtpa
after 4 years. This phased production approach, combined with contract mining reduces up-front capital
required to bring this project on stream.
As part of the feasibility study, a resource update was completed on the project. From an Indicated
Resources of 51 million tonnes (“mt”) containing 8.2 million carats of diamonds, the mine design
delineates a Probable Reserve of 36.2 million tonnes of ore, containing 6.3 million carats of diamonds,
using a 1.5mm bottom cut off size, in an open pit to a depth of 324 metres. The reserves will be mined
over an estimated 12 year mine life.
A formal decision was made to proceed with the construction of the AK6 diamond mine which is
estimated to require a capital investment of approximately US$120-US$130 million (based on ZAR/US$
exchange rate of R7.00 to 7.50), which includes the process plant and all mine site and off-site
infrastructure. Operating costs over the life of mine are estimated to average US$17.51 per tonne
treated (based on ZAR/US of R7.53).
Project development activities commenced upon completion of the feasibility study with the selection of
Dowding Reynard and Associates (“DRA”) as the engineering, procurement and construction
management contractor. The project development focus areas in 2010 were the critical path activities to
ensure that ramp up to full production in the first quarter of 2012 is achieved. By year end engineering
was 40% complete and all major equipment orders had been placed and procurement was 55%
complete. The earthworks contract for the site civil works and the access road upgrade was awarded
and the contractor mobilized to site in September 2010.
During 2010, parties affected by the mine development were relocated in accordance with the Botswana
Land Board assessment report as a minimum. Relocation and resettlement claims were finalized to all
parties’ satisfaction.
Agreements were reached with Botswana Power Corporation for the supply of power to project and
Debswana Diamond Company (PTY) Ltd, to use their existing construction camp. The bulk power line
contract was put out to tender and the contract was awarded in March 2011, and grid power is
anticipated to be available in July 2011 in time for early commissioning tasks.
Amendments to certain provisions of the mining license with the Government of the Republic of the
Botswana (“GRB”) were concluded. The mining license was amended to allow the sale of the entire AK6
production of diamonds either through open tender sales or exclusive contract, the removal of the
commercial production start date and the mine lease area expanded.
As of the end of the 1st quarter of 2011, project execution is on schedule at overall 42% complete and
55% of the capital investment committed. Major operations contracts for mine operations and plant
operations and maintenance are being adjudicated and ramp-up of Boteti manpower continues. All
permits and licenses to operate are in place.
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Mothae Diamond Project – Lesotho
The Mothae project is located in northeast Lesotho and is a large low grade kimberlite which contains a
population of large, high value Type lla diamonds.
Mothae Diamonds (PTY) Ltd (“Mothae Diamonds”), an indirect 75% owned subsidiary of the Company,
holds a 100% interest in the Mothae project. The other 25% is owned by the Government of Lesotho.
Mothae Diamonds Holdings Inc, an indirect wholly owned subsidiary of the Company, is the project
operator. One half of the project interest held by the Government (i.e. 12.5% of the project interest) is a
free carried interest and one half is funded by the Government through its share of project dividends.
In 2010, the Company commenced a trial mining program, based on results from the 100,000 tonne bulk
sample completed in 2009. The trial mining program is designed to sample and process up to 720,000
tonnes of kimberlite from various kimberlite domains which have been identified within the pipe to
confirm geological potential, the presence of the high value Type lla diamonds and achieve true price
discovery through periodic diamond sales by open tender.
Prior to the initiation of trial mining significant modifications were made to the process plant to allow for
recovery of large diamonds (up to approximately 40mm in diameter) and to minimize diamond breakage.
Following a competitive bidding process for mining and process plant operations, a mining contract was
awarded to Lesotho based Thotanyana Mining and Civil Works and a plant operation contract was
awarded to Lesotho based Minerals Operation Executive (Pty) Ltd. Key personnel in Lesotho have been
recruited to manage the operations.
Test mining commenced in late May 2010 and continues. The upgraded process plant was commissioned
using F domain kimberlite remaining on stockpile from the prior bulk sampling program and plant
throughput achieved design capacity of 30,000 tonnes per month in August 2010. Mining and
processing during the year was focused on the C domain kimberlite, which is currently interpreted to
comprise the largest kimberlite domain of the Mothae pipe. In 2010, a total of 138,798 dry tonnes of
kimberlite were processed resulting in recovery of 8,723 stones weighing 3,671 carats. As in the prior
bulk sampling program, the bottom cut-off size for diamond recoveries is 2mm. In addition, a total of
approximately 90,000 cubic meters of topsoil and residual overburden material have been stockpiled for
processing at a later date.
To the end of December 2010, the Company has recovered a total 17,602 stones containing 7,538 carats
during the 100,000 bulk sample and test mining phases. The diamonds recovered have been valued and
classified as inventory based on weighted average valuations of US$492/ct used for the preparation of
the Kingdom of Lesotho Kimberley Process Certificate and export to Antwerp where the diamonds were
subsequently sold.
In March 2011, Mothae Diamonds held its first diamond sale by open tender of 9,381 cts and realized
total proceeds of $8.18 million at an average of US$871/ct. Included in the sale were diamonds
recovered subsequent to year end that had a higher weighted average valuation than those recovered
prior to year end.
CHANGE OF YEAR END
In December 2009, the Company changed its financial year end from July 31 to December 31. As a
result of the change, the Company has a five month transitional financial period ended December 31,
2009. This change was made to align the Company’s reporting period with its subsidiaries.
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SELECTED ANNUAL FINANCIAL INFORMATION
Year ended
December 31,
2010
Five months ended
December 31,
2009
Year ended
July 31,
2009
$ 11,617,397
$ 4,455,697
$ 12,984,509
$ 591,370
$ 2,004,577
$ 12,809,199
$ 549,132
$ 1,198,955
$ 1,738,935
$ 0.06
$ 0.12
$ 0.03
$ 144,001,871
$ 5,959,417
$ 143,872,879
$ 18,275,048
$ 25,918,522
$ 3,759,982
Statement of Operations Data
Exploration Expenditures
Operating Expenses
Net Loss
Data per Common Share
Basic and Diluted Net Loss
Balance Sheet Data
Total Assets
Long Term Liabilities
RESULTS OF OPERATIONS
The Company’s net loss for the twelve months ended December 31, 2010 was $12,984,509 or $0.06 per
share compared to a net loss for the five months ended December 31, 2009 of $12,809,199 or $0.12 per
share. The net loss for the twelve months ended July 31, 2009 was $1,738,935 or $0.03 per share.
The higher net loss for the current period as compared to the two prior periods presented is primarily due
to increased expenditures relating to the trial mining program at Mothae and the costs associated with
the feasibility study for the AK6 diamond project with no comparable amounts in the previous two
reporting periods. In addition, the level of corporate activity has increased as the Company has grown
period over period.
The operating losses are a reflection of the Company’s status as a company which is developing diamond
deposits and is not yet producing revenue. The Company currently has no main source of income
although revenue is being generated through the sale of diamonds recovered during the trial mining
program at Mothae. The Company’s goal is to develop profitable diamond mining operations at both
Mothae and Boteti AK6 and until this goal is achieved, losses are expected to continue.
Other comprehensive income reflects realized and unrealized gains derived from exchange rate changes
on translation of cash balances in currency other than the US dollar and the unrealized gains/(loss) on
the changes in the fair value of the marketable securities held at the end of the period.
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SELECTED QUARTERLY FINANCIAL INFORMATION
Financial Data for 8
Quarters
Three months Ended
Dec-10
Sep-10
Jun-10
Mar-10
Two
Months
Dec-09
Oct-09
Jul-09
Apr-09
A. Exploration Expenditures
($)
2,654,649 2,533,078
3,866,021 2,563,649
30,138
561,232
237,531
131,824
B. Operating Expenses ($)
1,821,642
815,455
890,353
928,247 1,579,908
424,669
508,025
180,090
C. Net loss ($)
D. Loss per share
(basic and diluted) ($)
2,075,509 2,976,618
4,627,617 3,304,765 11,853,194
956,005
760,442
311,820
0.01
0.01
0.02
0.02
0.11
0.01
0.01
0.00
Operating expenses and net loss, quarter over quarter, vary in relation to the level of activities
undertaken by the Company during the financial quarters reported. These activities include corporate
development initiatives, exploration expenditures incurred and stock based compensation recognized
during the quarter.
Exploration expenditures for the current quarter are primarily related to the test mining program that
commenced in May 2010 at the Mothae diamond project offset by the value of diamonds recovered. In
June 2010, a definitive feasibility study was completed on the Boteti A6K project and the project has
been determined to be commercially feasible. Effective July 2010, pursuant to the Company’s accounting
policy for mineral properties, expenditures incurred on the Boteti AK6 diamond project have been
capitalized.
The significant increase in exploration expenditures for the three months ended June 2010 as compared
to the prior quarter is result of expenditures on the Boteti AK6 project that was acquired in late 2009 and
increased activity on the Mothae diamond project in preparation for the test mining program.
The increase in the operating expenditures for the three months December 2010 relates to discretionary
bonuses awarded and donations of US$250,000.
The significant increase in the operating expenditures for the two months ended December 31, 2009 as
compared to the prior quarter is primarily a result of higher stock based compensation expense
recognized and a donation of $589,995 to Lundin for Africa Foundation (“LFA”). LFA conducts two social
programs in Lesotho.
The increase in net loss for the two months ended December 31, 2009 as compared to the prior quarter
results from $9.8 million of guarantee fees incurred with respect to the Boteti AK6 acquisition.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2010, the Company had cash of $32.9 million and working capital of $27.2 million, as
compared to cash of $49.1 million and working capital of $50.4 million as at December 31, 2009.
Net cash used in operating activities was $15.2 million for the year ended December 31, 2010. The use
of cash was mainly driven by the loss for period $15.7 million comprised primarily of $11.6 million of
exploration expenditures, offset by certain non-cash expenditures such as stock compensation of $1.1
million and depreciation of $1.4 million. Change in accounts receivable, rough diamond inventory and
accounts payable balances account for the remainder of the cash usage in the period.
Cash from financing activities was $3.4 million and consisted of net proceeds of $0.6 million from the
exercise of stock options and $2.8 million received from African Diamonds for portion of expenditures in
Boteti.
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Net cash used for investing activities was $5.4 million and consisted of $7.3 million received from
African Diamonds on exercise of its option to increase its interest in Boteti. The proceeds were offset by
expenditures of approximately $4.8 million incurred to upgrade the process plant and expansions at the
Mothae diamond project; $6.5 million of development expenditures incurred on the Boteti AK6 project
and $206,000 related to other.
The Company’s existing funds as of December 31, 2010, the expected revenues from the sale of
diamonds recovered from the Mothae project and the additional net proceeds of CAD$58 million from
the private placement completed in February 2011 will not be sufficient to finance the anticipated
expenditures of between US$120-US$130 million for the full development and construction of the AK6
mine, test mining program on the Mothae Project and general corporate expenses over the next
twelve months. The timing and completion of these activities are conditional on additional funds
being raised of approximately US$70-US$80 million either through equity or debt. The Company has
entered into an exclusivity agreement whereby a lender has agreed to arrange funding between for
the development of the Boteti AK6 diamond mine, subject to completion of due diligence and
documentation.
There is no assurance that such financing will be available to the Company at the ti me and in the
amount required or, if available, that it can be obtained on terms satisfactory to the Company.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements.
TRANSACTIONS WITH RELATED PARTIES
During the twelve ended December 31, 2010, the five months ended December 31, 2009 and the twelve
months ended July 31, 2009, the Company incurred:
a) $349,416 (December 31, 2009 – $140,475, July 31, 2009 - $205,267) for administrative services
and office facilities provided by a company owned by the Chairman of the Company. As at
December 31, 2010, there was $15,962 (December 31, 2009 – $5,133, July 31, 2009 - $45,901)
included in amounts due to related parties.
b) $Nil (December 31, 2009 – $589,995, July 31, 2009 - $45,901) for a donation to Lundin for Africa
Foundation, a charitable organization with directors in common.
c)
$639,472 (December 31, 2009 - $136,746, July 31, 2009 - $53,771) for generative exclusivity rights,
laboratory services, professional fees, project, general and administrative services provided by a
company with a director in common. As at December 31, 2010 there was $151,185 (December 31,
2009 - $28,465, July 31, 2009 - $107,824) included in amounts due to related parties.
d) As at December 31, 2009 there was $9,863,306 included in amounts due to related parties for
guarantee fees payable to a significant shareholder of the Company. This amount was settled with
shares in 2010.
e) $41,064 (December 31, 2009 - $79,689, July 31, 2009 - $Nil) for travel costs provided by a
company associated with the Chairman of the Company. As at December 31, 2010 there was $Nil
(December 31, 2009 - $79,689, July 31, 2009 - $Nil) included in amounts due to related parties.
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These transactions, occurring in the normal course of operations, are measured at the exchange amount
which is the amount established and agreed to by the related parties.
CHANGES IN ACCOUNTING POLICIES
In January 2009, the Canadian Institute of Chartered Accountants issue d Section 1582 “Business
Combinations”, Section 1601 “Consolidated Financial Statements” and Section 1602 “Non -controlling
interests”.
Section 1582 replaces Handbook section 1581 “Business Combinations” and sections 1601 and 1602
together replace Handbook section 1600 “Consolidated Financial Statements”. The adoption of
section 1582 and collectively, 1601 and 1602 provides the Canadian equivalent to International
Financial Reporting (“IFRS”) 3 “Business Combinations” and International Accounting Standards (IAS)
27 “Consolidated and Separate Financial Statements”, respectively.
CICA 1582 applies prospectively to business combinations for which the acquisition date is on or after
the beginning of the first annual reporting period beginning on or after Janua ry 1, 2011. CICA 1601
and CICA 1602 apply to interim and annual consolidated financial statements relating to years
beginning on or after January 1, 2011. The Company elected to early adopt these new rules for the
reporting period beginning January 1, 2010. There was no material impact on the consolidated
financial statements as a result of this adoption, except for changes in presentation of non-controlling
interests.
INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”)
The Canadian Accounting Standards Board ("AcSB") has set January 1, 2011 as the date for publicly-
listed companies to adopt IFRS, replacing Canadian GAAP. Accordingly, IFRS compliant financial
statements for the Company will be required for the first quarter of 2011. Comparative figures presented
in these financial statements are also required to comply with IFRS.
The Company’s conversion plan consisted of three phases which are scoping and diagnostic, impact
analysis and quantification, and implementation. During 2010, the IFRS conversion plan was
substantially completed including the completion of illustrative December 31, 2011 year end and March
31, 2011 first quarter IFRS financial statements.
For 2011, the Company will finalize the impacts of the IFRS conversion adjustments on its 2011 financial
statements including the preparation of the 2010 required comparative information. However, it is
anticipated that the adjustments will not be material with the exception of the reversal of the January 1,
2010 future income tax liability of US$8.1 million against mineral properties and the reversal of the
adjustments recorded under Canadian GAAP to this future income tax liability during 2010. The future
income tax liability arose on prior asset acquisitions and such a purchase price bump up is not permitted
under IFRS. The Company continues to assess the impact of foreign currency translation with regards to
the functional currency of its subsidiaries. In addition, the Company will continue to assess the
completeness and quality of the disclosures in the IFRS quarterly and annual financial statements.
The Company currently plans to make use of the following IFRS 1 elections on the adoption of IFRS:
Cumulative translation adjustments (“CTA”) – exemption that allows the Company to set its CTA to
zero at date of transition.
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Business combinations – exemption is available within IFRS 1 that allows an entity to forward it
previous GAAP accounting for business combinations prior to the transition date. This would include
carrying forward balances based on methods of accounting (eg: acquisition of assets) that are not
allowable under existing IFRS rules.
Decommissioning liabilities included in the cost of mineral properties – This exemption relates to the
retrospective application of changes in the decommissioning liabilities (Asset retirement obligation –
“ARO”) and the corresponding change in depreciation (applied prospectively). It allows entities on
transition to determine what depletion of the ARO asset would have been based on the fair value
under IFRS when the corresponding liability was incurred.
Stock-based compensation – This exemption allows first-time adopters to not apply IFRS 2 to equity
instruments that settled before the transition date.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with Canadian generally accepted accounting
principles requires management to establish accounting policies and to make estimates that affect both
the amount and timing of the recording of assets, liabilities, revenues and expenses. Some of these
estimates require judgments about matters that are inherently uncertain.
Note 2 to the consolidated financial statements for the twelve months ended December 31, 2010 includes
a summary of the significant accounting policies adopted by the Company. The following policies are
considered to be critical accounting policies since they involve the use of significant estimates.
Mineral Properties
The Company carries the acquisition costs of its mineral properties at cost less any provision for
impairment. The costs of each property will be amortised over the economic life of the property on a
units-of production basis. Costs are charged to operations when a property is abandoned or when
impairment in value, other than temporary, has been determined. Exploration costs are charged to
operations as incurred.
The Company undertakes a periodic review of the carrying values of mineral properties and whenever
events or changes in circumstances indicate that their carrying value may exceed their fair value. In
undertaking this review, management of the Company is required to make significant estimates. These
estimates are subject to various risks and uncertainties, which may ultimately have an effect on the
expected recoverability of the carrying values of the mineral properties and related expenditures.
Income Taxes
Future income tax assets and liabilities are determined based on differences between the financial
statement carrying values of assets and liabilities and their respective income tax bases (“temporary
differences”), and losses carried forward. Future income tax assets and liabilities are measured using tax
rates that are expected to be in effect when the temporary differences are likely to reverse. The effect
on future income tax assets and liabilities of a change in tax rates included in operations in the period in
which the change is substantively enacted. The amount of future income tax assets recognized is limited
to the amount of the benefit that is more likely than not to be realized.
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Management of the Company is required to exercise judgments and make assumptions about the future
performance of the Company in determining its ability to utilize loss carry-forwards and realise the
benefits of future income tax assets.
Stock Based Compensation
In calculating the fair value of stock options granted, management is required to make significant
estimates in relation to the future volatility of the Company’s share price and the period in which stock
options will be exercised. Selection of a volatility factor and the estimate of the expected option life will
have a significant impact on costs recognized for stock based compensation. Estimates concerning
volatility are made with reference to historical volatility, which is not necessarily an accurate indicator of
volatility that will be experienced in the future. Management assumes that stock options will be exercised
prior to their expiry date.
FINANCIAL INSTRUMENTS
The Company classifies financial instruments as either held-to-maturity, available-for-sale, held for
trading, loans and receivables or other financial liabilities. The Company’s financial instruments consist of
cash and cash equivalents, marketable securities, accounts receivable, loans receivable, accounts payable
and accrued liabilities and due to related parties. The carrying value of cash, marketable securities,
accounts receivable and accounts payable approximates fair value.
Marketable securities are recorded at either fair value as determined by active market prices or measured
at cost if there is no active quoted market price or recent sale.
OUTSTANDING SHARE DATA
As of April 18, 2011, there were 362,634,050 common shares and 11,410,000 stock options
outstanding.
RISKS AND UNCERTAINTIES
The operations of the Company are speculative due to the high risk nature of its business which includes
acquisition, financing, exploration and development of diamond properties. Material risk factors and
uncertainties, which should be taken into account in assessing the Company’s activities, include, but are
not necessarily limited to, those set below. Any one or more of these risks and others could have a
material adverse effect on the Company.
Additional Funding Requirements
Further development and exploration of the various mineral projects in which the Company holds an
interest depends upon the Company’s ability to obtain financing through equity or debt financing, joint
ventures or other means. While 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 successful in
obtaining additional financing in the amount and at the time required and, if available, that it can be
obtained on terms satisfactory to the Company.
Failure to obtain equity or debt financing on a timely basis may cause the Company to postpone its
exploration and development plans or forfeit rights in some of its projects.
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Uncertainties Related to Mineral Resource Estimates
There is a degree of uncertainty attributable to the calculation of mineral resources and corresponding
grades being mined or dedicated to future production. Until resources are actually mined and processed,
the quantity of resources and grades must be considered as estimates only. In addition, the quantity and
value of reserves or resources may vary, depending on diamond prices. Any material change in the
quantity of resources, grades or stripping ratio may affect the economic viability of the Company’s
properties. In addition, there is no assurance that recoveries in small-scale laboratory tests will be
duplicated in larger-scale tests under on-site conditions, or during production. Determining the economic
viability of a diamond project is complicated and involves a number of variables. It involves extensive
geostatistical analysis due to the highly variable nature of diamond distribution in kimberlite pipes and the
fact that both diamond grade and average diamond value play important roles in determining the viability
of any given diamond project. Since no two diamonds are exactly alike, a significant parcel of diamonds
is needed to gain confidence levels on diamond size distribution and average diamond value necessary to
make any realistic decisions regarding future development.
Diamond Prices and Marketability
The mining industry, in general, is intensely competitive and there is no assurance that, even if
commercial quantities of diamonds are discovered, a profitable market will exist for the sale of diamonds
produced. Factors beyond the control of the Company may affect the marketability of any diamonds
produced and which cannot be accurately predicted, such as market fluctuations, and such other factors
as government regulations, including regulations relating to royalties, allowable production, importing and
exporting of diamonds and environmental protection, any combination of which factors may result in the
Company not receiving an adequate return on investment capital. Prices received for diamonds produced
and sold are also affected by numerous factors beyond the Company’s control such as international
economic and political trends, global or regional consumption and demand and supply patterns. There is
no assurance that the sale price of diamonds produced from any diamond deposit will be such that they
can be mined at a profit.
Currency Risk
The Company’s business is mainly transacted in South African Rand, Botswana Pula and U.S. dollar
currencies. As a consequence, fluctuations in exchange rates may have a significant effect on the cash
flows and operating results of the Company in either a positive or negative direction.
Foreign Operations Risk
The Company’s current significant projects are located in Botswana and Lesotho. Each of these countries
exposes the Company to risks that may not otherwise be experienced if its operations were domestic.
The risks include, but are not limited to, environmental protection, land use, water use, health safety,
labor, restrictions on production, price controls, currency remittance, and maintenance of mineral tenure
and expropriation of property. There is no assurance that future changes in taxes or such regulation in
the various jurisdictions in which the Company operates will not adversely affect the Company’s
operations. Although the operating environments in Botswana and Lesotho are considered favorable
compared to those in other developing countries, there are still political risks. These risks include, but
are not limited to terrorism, hostage taking, military repression, expropriation, extreme fluctuations in
currency exchange rates, high rates of inflation and labor unrest.
Changes in mining or investment policies or shifts in political attitudes may also adversely affect the
Company’s business.
11 | P a g e
Mineral Exploration and Development
The business of exploring for diamonds and mining is highly, speculative in nature and involves
significant financial and other risks which even careful evaluation, experience and knowledge may not
eliminate. There is no certainty that expenditures made or to be made by the Company in exploring and
developing diamond properties in which it has an interest will result in the discovery of commercially
mineable deposits. Most exploration projects do not result in the discovery of commercially mineable
deposits. While discovery of a diamond bearing deposit may result in substantial rewards, few properties
which are explored are ultimately developed into producing mines. Major expenses may be required to
establish reserves by drilling and to construct mining and processing facilities at a site. There can be no
guarantee that exploration programs carried out by the Company will result in the development of
profitable mining operations.
Title Matters
Any changes in the laws of Botswana, Lesotho or Namibia relating to mining could have a material
adverse effect to the rights and title to the interests held in those countries by the Company. No
assurance can be given that applicable governments will not revoke or significantly alter the conditions of
applicable exploration and mining authorizations nor that such exploration and mining authorizations will
not be challenged or impugned by third parties.
Infrastructure
Exploration, development, mining and processing activities depend on the availability of adequate
infrastructure. Reliable roads, bridges, power and water supply are important determinants which affect
capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other
interference in the maintenance of provision of such infrastructure could adversely affect activities and
profitability of the Company.
Uninsured Risks
The mining business is subject to a number of risks and hazards including, but not limited to,
environmental hazards, industrial accidents, labor disputes, encountering unusual or unexpected geologic
formations or other geological or grade problems, encountering unanticipated ground or water
conditions, cave-ins, pit wall failures, flooding, rock bursts, periodic interruptions due to inclement or
hazardous weather conditions and other acts of God.
Such risks could result in damage to mineral properties or facilities, personal injury or death,
environmental damage, delays in exploration, development or mining, monetary losses and possible legal
liability. The Company maintains insurance against certain risks that are associated with its business in
amounts that it believes to be reasonable at the current stage of operations. There can be no assurance
that such insurance will continue to be available at economically acceptable premiums or will be adequate
to cover any future claim.
Competition
The mining industry is intensely competitive in all its phases and the Company competes with other
companies that have greater financial resources and technical capacity. Competition could adversely
affect the Company’s ability to acquire prospective properties in the future.
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Conflicts of Interest
The Company’s directors and officers may serve as directors or officers, or may be associated with other
public companies or have significant shareholdings in other public companies. To the extent that such
other companies may participate in business or asset acquisitions, dispositions, or ventures in which the
Company may participate, the directors and officers of the Company may have a conflict of interest in
negotiating and concluding terms respecting the transactions. If a conflict of interest arises, the
Company will rely on its code of ethics policy and applicable corporate legislation to which all directors
and officers are subject.
These provisions state that where a director has such a conflict, that director must, at a meeting of the
company’s directors, disclose his interest and refrain from voting. In accordance with the laws of the
Province of British Columbia, the directors and officers of the Company are required to act honestly, in
good faith and in the best interests of the Company.
FUTURE PLANS AND OUTLOOK
Mothae Project, Lesotho
We intend to continue with the test mining program and will continue to process kimberlite at a
rate of 30,000 tonnes per month through to the end of the first quarter of 2012.
We expect to have completed an Environmental Impact Assessment by the third quarter of 2011
We expect ongoing diamond recoveries and continued project evaluation for the duration of the
test mining program.
We anticipate further periodic sales of Mothae diamonds during 2011.
We intend to commence a delineation drill program, of approximately 4,000 meters to extend the
geological model to depth of 320 meters, in the second quarter of 2011,
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AK6 Project, Botswana
We intend to continue with the construction of the Phase I production facility, which includes a
process plant and support facilities designed for an initial throughput of 2.5 million tonnes per
year, with commissioning anticipated to commence in the fourth quarter of 2011 with full ramp
up the first half of 2012.
We intend to continue to ramp-up Boteti manpower to integrate with mine construction and
commissioning.
We expect to conclude and award the mining and process plant operator contracts and establish
these resources on site to assist with commissioning and transition to operations during the first
half of 2011.
We intend to construct a sales and sorting office in Gaborone and have completed by the fourth
quarter of 2011.
The Company will continue to evaluate other opportunities in the diamond sector for possible acquisition
in order to position the Company for further growth.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENT
Certain of the statements made and contained herein in the MD&A and elsewhere constitute forward-
looking statements. Forward-looking statements are frequently, but not always, identified by words such
as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar
expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or
achieved. Forward-looking statements involve a number of known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievement expressed or implied by such
forward-looking statements including, without limitation, exploration/drill results and budgets; capital
expenditures; work programs; mineral reserve and resource estimates and the geology, grade and
continuity of mineral deposits; diamond price and foreign currency fluctuations; uncertain political and
economic environments; changes in laws or policies; the need to obtain financing and uncertainty as to
the availability and terms of future financing; uncertainties involved in dispute or litigation and other risks
and uncertainties describe under Risks and Uncertainties disclosed above. Accordingly, readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date the statements were made, and the Company does not assume any obligations to update or revise
them to reflect new events or circumstances, except as required by law.
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PricewaterhouseCoopers LLP
Chartered Accountants
PricewaterhouseCoopers Place
250 Howe Street, Suite 700
Vancouver, British Columbia
Canada V6C 3S7
Telephone +1 604 806 7000
Facsimile +1 604 806 7806
www.pwc.com/ca
Independent Auditor’s Report
To the Shareholders of Lucara Diamond Corp.
We have audited the accompanying consolidated financial statements of Lucara Diamond Corp., which
comprise the consolidated balance sheets as at December 31, 2010 and 2009 and the consolidated
statements of operations, comprehensive income and deficit, changes in shareholders’ equity and cash
flows for the year ended December 31, 2010 and the five months ended December 31, 2009 and a
summary of significant accounting policies and other explanatory information.
Management’s responsibility for the consolidated financial statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with Canadian generally accepted accounting principles and for such internal
control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing standards. Those
standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
entity’s preparation and fair presentation of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of Lucara Diamond Corp. as at December 31, 2010 and 2009 and its results of operations and cash
flows for the year ended December 31, 2010 and the five months ended December 31, 2009in accordance
with Canadian generally accepted accounting principles.
“PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, which is a member firm of
PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.
Other Matters
The consolidated financial statements of Lucara Diamond Corp. and its subsidiaries for the year ended July
31, 2009 were audited by another auditor who expressed an unmodified opinion on these statements on
November 24, 2009.
Signed “PricewaterhouseCoopers LLP”
Chartered Accountants
April 18, 2011
Vancouver, BC
(2)
Approved by the Board:
/s/Paul K. Conibear
Director
/s/William Lamb
Director, President and CEO
See accompanying notes to the consolidated financial statements
December 31, December 31,20102009ASSETSCurrent assetsCash and cash equivalents32,884,905$ 49,123,926$ Marketable securities (Note 5)287,308 306,199 Loan receivable (Note 6)- 2,000,000 Acounts receivable and other1,542,948 298,665 34,715,161 51,728,790 Rough Diamond Inventory3,630,161 1,764,960 Plant and Equipment (Note 7)16,471,241 1,500,000 Mineral Properties (Note 8)88,979,003 88,879,129 Other Assets206,305 - TOTAL ASSETS144,001,871$ 143,872,879$ LIABILITIESCurrent liabilitiesAccounts payable and accrued liabilities7,284,929$ 1,170,409$ Due to related parties (Note 12)167,147 113,287 7,452,076 1,283,696 Long-term liabilitiesDue to related parties (Note 12)- 9,863,306 Asset retirement obligations (Note 10)567,697 360,641 Future income taxes (Note 13)5,391,720 8,051,101 5,959,417 18,275,048 TOTAL LIABILITIES13,411,493 19,558,744 EQUITYShare capital (Note 11)209,210,999 122,476,675 Contributed surplus (Note 11(c))4,154,424 1,649,157 Deficit(84,384,456) (15,595,964) Accumulated other comprehensive income1,609,411 640,225 Total equity attributable to equity holders of the parent130,590,378 109,170,093 Non-controlling interests (Note 4)- 15,144,042 TOTAL EQUITY130,590,378 124,314,135 TOTAL LIABILITIES AND EQUITY144,001,871$ 143,872,879$ Commitments - Note 16Contingencies - Note 17Subsequent event - Note 18LUCARA DIAMOND CORPCONSOLIDATED BALANCE SHEETS AS OF(Expressed in United States Dollars)
See accompanying notes to the consolidated financial statements
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For theFive For theYear EndedMonths EndedYear EndedDecember 31,December 31,July 31,201020092009Exploration expenditures (Note 9)11,617,397$ 591,370$ 549,132$ Operating expensesStock based compensation (Note 11(c))1,085,784 563,307 399,227 Salaries & benefits1,226,943 355,278 263,640 Management fees349,416 140,475 205,267 Professional fees492,675 128,157 143,652 Stock exchange, transfer agent, shareholder communication241,498 55,641 58,024 Travel667,214 126,200 52,810 Office and general124,767 45,524 30,435 Donations267,400 589,995 45,901 4,455,697 2,004,577 1,198,955 Loss before the following16,073,094 2,595,947 1,748,087 Guarantee fees (Note 12)- 9,863,306 - Interest income(454,750) (31,116) (24,720) Foreign exchange loss/(gain) realized563,165 381,062 15,569 Loss before income taxes16,181,509$ 12,809,199$ 1,738,935$ Income taxes (Note 13)(3,197,000) - - Net loss for the period12,984,509$ 12,809,199$ 1,738,935$ Loss for the period attributable to:Non-controlling interests1,613,294$ -$ -$ Equity holders of the parent11,371,215 12,809,199 1,738,935 12,984,509$ 12,809,199$ 1,738,934$ Basic and diluted loss per common share0.06$ 0.12$ 0.03$ Weighted average number of common shares outstanding223,734,936 108,556,258 66,401,035 LUCARA DIAMOND CORPCONSOLIDATED STATEMENTS OF OPERATIONS(Expressed in United States Dollars)
See accompanying notes to the consolidated financial statements
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For theFive For theYear EndedMonths EndedYear EndedDecember 31,December 31,July 31,201020092009Cash flows from/(used in):Operating activitiesNet Loss for the period(12,984,509)$ (12,809,199)$ (1,738,935)$ Items not affecting cash:Future income tax recoverable(3,197,000) - - Stock based compensation expense1,085,784 563,307 399,227 Guarantee fees- 9,863,306 - Interest receivable(186,066) - - Accretion and depreciation1,395,815 41,551 986 Unrealized foreign exchange loss/(gain)606,122 - - Net changes in non-cash working capital items:Amounts receivable and other current assets(1,244,283) 932 85,488 Rough diamonds(1,865,201) - - Accounts payable and other current liabilities1,212,881 377,535 (219,386) (15,176,457) (1,962,568) (1,472,620) Financing activitiesProceeds from minority interest2,808,825 - - Shares issued for cash (net of issue costs)587,624 99,039,472 4,681,844 3,396,449 99,039,472 4,681,844 Investing activitiesPlant and equipment(11,372,878) - - Proceeds from option exercised7,356,256 - - Net cash (paid)/received on acquisition(1,224,163) (48,457,254) 2,115,162 Mineral property expenditures- - (4,172,860) Loan advanced- (2,000,000) Other assets(206,305) - - (5,447,090) (50,457,254) (2,057,698) Increase (decrease) in cash and cash equivalents(17,227,098) 46,619,650 1,151,526 988,077 453,553 (409,239) Cash and cash equivalents, beginning of the period49,123,926 2,050,723 1,308,436 Cash and cash equivalents, end of the period32,884,905$ 49,123,927$ 2,050,723$ Supplemental Information:Cash received for interest268,684$ 31,116$ 24,720$ Cash paid for income taxes-$ -$ -$ Changes in accounts payable and accrued liabilities related to plant and equipment additions 4,955,499$ -$ -$ Effect of exchange rate changes on cash and cash equivalentsLUCARA DIAMOND CORPCONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in United States Dollars)
See accompanying notes to the consolidated financial statements
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For theFive For theYear EndedMonths EndedYear EndedDecember 31,December 31,July 31,201020092009Net loss for the period12,984,509$ 12,809,199$ 1,738,935$ Other comprehensive income/(loss)Unrealized gain(loss) on marketable securities available-for-sale (18,891) 251,246 3,944 Unrealized foreign exchange gain/(loss) on net assets denominated in other than the US dollar988,077 453,553 (409,239) 969,186 704,799 (405,295) Comprehensive loss for the period12,015,323$ 12,104,400$ 2,144,230$ Total comprehensive Loss for the period attributable to:Non-controlling interests1,613,294$ -$ -$ Equity holders of the parent10,402,029 12,104,400 2,144,230 12,015,323$ 12,104,400$ 2,144,230$ For theFive For theYear EndedMonths EndedYear EndedDecember 31,December 31,July 31,201020092009Deficit, beginning of the period15,595,964$ 2,786,765$ 1,047,830$ Loss for the period attributable to equity holders of the parent11,371,215 12,809,199 1,738,935 (2,126,918) - - Excess paid to acquire non-controlling interest in Boteti Mining (PTY) Ltd Note 4 (c)59,544,195 - - Deficit, end of the period84,384,456$ 15,595,964$ 2,786,765$ Disposition of a portion of non-controlling interest in Boteti Mining (PTY) Ltd Note 4(b)LUCARA DIAMOND CORPCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Expressed in United States Dollars)LUCARA DIAMOND CORPCONSOLIDATED STATEMENTS OF DEFICIT(Expressed in United States Dollars)
LUCARA DIAMOND CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND DECEMBER 31, 2009
(Expressed in U.S. Dollars)
1. NATURE AND CONTINUANCE OF OPERATIONS
Lucara Diamond Corp. (“the Company”) is a development stage company focused on diamond
properties in Africa. The Company holds an indirect 100% interest in the AK6 Diamond Project
located in Botswana, a 75% indirect interest in the Mothae Diamond Project located in Lesotho and
10 exploration licenses in Namibia.
In the fourth quarter of 2010, the Company commenced construction of a mine on the AK6 Diamond
Project upon completion of development activities and the feasibility study. At the Mothae Diamond
Project, the Company is conducting a trial mining program.
The recoverability of the amounts shown as mineral property acquisition costs is dependent upon
discovery of sufficient economically recoverable ore reserves, preservation of the Company’s interest
in the mineral properties, the ability of the Company to obtain financing necessary to complete
development of properties and to achieve future profitable production, or upon the Company’s ability
to dispose of its interest on an advantageous basis. Changes in future conditions could require
material write downs of the carrying amount of the properties.
The mineral properties are also subject to title and sovereign risks, including political and economic
instability, government regulations relating to mining, military repression, civil disorder, currency
fluctuations and inflation, all or any which may impede the Company’s activities or may result in the
impairment or loss of part or all of the Company’s interest in the properties.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Basis of presentation
In December 2009, the Company changed its financial year end from July 31 to December 31. As a
result of the change, the Company has a five month transitional financial period ended December 31,
2009. This change was made to align the Company’s reporting periods with its subsidiaries.
These consolidated financial statements have been prepared in accordance with Canadian generally
accepted accounting principles. They include the accounts of the Company, its wholly-owned
subsidiaries, Motapa Diamonds Inc, Motapa Exploration Limited, Kavango Diamond Company (Pty)
Ltd, Lucara Diamond Holdings (I) Inc., Boteti Mining (PTY) Ltd, African Diamonds (Plc), Lucara South
Africa (PTY) (formerly Gondwana Diamonds (PTY)), and its 75% interest in Mothae Diamond
Proprietary Limited.
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b) Use of estimates
Preparation of financial statements in conformity with Canadian generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities on a going concern basis, and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of expenses during the
reporting periods. Actual results could differ from these estimates.
Significant areas requiring use of management estimates include determination of reclamation
obligations, recoverability of the capitalized costs on mineral properties and other long-lived assets,
and assumptions used in determining fair value of stock based compensation and future income tax
assets or liabilities. Actual results could differ from those estimates.
c) Changes in Accounting Policies
Sections 1582 “Business Combinations”, Section 1601 “Consolidated Financial Statements” and
Section Section 1602 “Non-controlling Interests”. Section 1582 replaces Handbook Section 1581
“Business Combinations” and sections 1601 and 1602 together replace Handbook section 1600
“Consolidated Financial Statements”. The adoption of section 1582, and collectively, 1601 and 1602
provides the Canadian equivalent to International Financial Reporting Standard (“IFRS”) 3 “Business
Combinations” and International Accounting Standards (IAS) 27 “Consolidated and Separate Financial
Statements”, respectively.
CICA 1582 applies prospectively to business combinations for which the acquisition date is on or after
the beginning of the first annual reporting period beginning on or after January 1, 2011. CICA 1601
and CICA 1602 apply to interim and annual consolidated financial statements relating to years
beginning on/after January 1, 2011.
The Company has early adopted these new rules effective January 1, 2010 for the fiscal year ending
December 31, 2010. There was no material impact on the consolidated financial statements as result
of this adoption, except for changes presentation of non-controlling interests.
d) Cash and cash equivalents
Cash and cash equivalents includes highly liquid short-term investments that are readily convertible
to known amounts of cash and which are subject to an insignificant risk of change in value.
e) Marketable securities
Marketable securities consist of common shares of a public company, are classified as available –for-
sale and are reported at quoted market value. Adjustments to market value are made, with the
offsetting debit or credit taken into to other comprehensive income/loss.
f) Rough diamond inventory
Diamonds are valued at lower of cost and net realizable value.
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g) Plant and Equipment
Plant and equipment are recorded at cost less accumulated depreciation. Repairs and maintenance
expenditures are charged to operations; major improvements and replacements which extend the
useful life of an asset are capitalized. Depreciation of plant and equipment begins when assets are
substantially put into service. Mine and plant facilities with same useful life as the related mineral
property will be amortized on a unit-of-production method based upon the expected life of mine plan,
once established. The test mining plant facilities are being amortized on a unit of production based
on the amount of ore to be processed during the test mining phase and residual value of the related
equipment. Other equipment is depreciated on a straight-line basis, net of residual value, over the
estimated useful life of the asset.
h) Mineral properties
Costs related to the acquisition of mineral properties are capitalized on a property-by-property basis.
Exploration expenditures, net of recoveries, are expensed as incurred. When it has been established
that a mineral deposit is commercially mineable and an economic analysis has been completed, the
costs subsequently incurred to develop a mine on the property prior to the start of mining operations
are capitalized, When there is little prospect of further work on a property being carried out by the
Company, when a property is abandoned, or when the capitalized costs are no longer considered
recoverable, property costs are written down to management’s estimate of the net recoverable
amount. Costs related to a property from which there is production, together with costs of
production equipment, will be depleted and amortized on a unit-of-production method based upon
the expected life of mine plan, once established.
A mineral property acquired under an option where payments are to be made at the sole discretion of
the Company, are capitalized at the time of payment.
i) Impairment of long-lived assets
The Company assesses the possibility of impairment in the net carrying value of its long-lived assets
when events or circumstances indicate that carrying amounts of the asset or asset group may not be
recoverable. Management calculates the estimated undiscounted future net cash flows relating to
the asset or asset group using estimated future prices, proven and probable reserves and other
mineral resources, and operating, capital and reclamation costs. When the carrying value of an asset
exceeds the related undiscounted cash flows, the asset is written down to its estimated fair value,
which is usually determined using discounted future cash flows. Management’s estimates of mineral
prices, mineral resources, foreign exchange, production levels and operating capital and reclamation
costs are subject to risk and uncertainties that may affect the determination of the recoverability of
the long-lived asset. It is possible that material changes could occur that may adversely affect
management’s estimates.
j) Asset retirement obligations
The Company recognizes a liability for an asset retirement obligation on long-lived assets when a
legal liability exists and the amount of the liability is reasonably determinable. Asset retirement
obligations are calculated on discounted future payment estimates and the liability is accreted over
the expected term of the obligation. Subsequent adjustments to the estimates, due to changes in
the underlying assumptions, are made on a prospective basis. Corresponding amounts and
adjustments are added to the carrying value of the related long-lived asset and amortized or depleted
to operations in accordance with accounting policy.
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k) Environmental costs
Environmental expenditures that relate to current operations are expensed or capitalized as
appropriate. Expenditures that relate to an existing condition caused by past operations and which
do not contribute to current or future revenue generation are expensed. Liabilities are recorded
when environmental assessments and/or remedial efforts are probable, and the costs can be
reasonably estimated.
Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or
the Company’s commitment to a plan of action based on the then known facts. The Company
intends to comply with all environmental regulations. Presently, the Company has not received any
communication from regulatory authorities.
l) Income taxes
Income taxes are calculated using the asset and liability method of accounting. Temporary
differences arising from the difference between the tax basis of an asset or liability and its carrying
amount on the balance sheet are used to calculate future income tax liabilities or assets at
substantially enacted income tax rates. Future tax assets are recognized to the extent that they are
considered more likely than not to be realized. Valuation allowances are provided when
unrecognized net future income tax assets are not more likely than not to be realized.
m) Loss per share
Loss per share is calculated by dividing the loss attributable to the equity holders of the Company by
the weighted average number of common shares issued and outstanding during the year. Diluted
loss per share is calculated using the treasury stock method. The effects of potential issuance of
shares under options would be anti-dilutive, and therefore, basic and diluted loss per share are the
same.
n) Stock based compensation
The Company has a stock option plan that is described in Note 11(c). The Company uses the fair
value method of recognizing all stock-based compensation awards including those made to
employees, consultants, officers and directors of the Company.
Except for those options having a performance clause attached, the fair value of stock options
granted is determined on the grant date and that fair value is credited to contributed surplus on the
grant date if the options vest immediately, or over the vesting period if the options do not vest
immediately. Those options having a performance clause are revalued at each vesting or
performance date and the fair value of the earned options is credited to contributed surplus on the
date earned. The fair value of stock options exercised will be transferred to share capital and the fair
value of stock options that expire unexercised, remains in contributed surplus.
o) Financing charges
Finance costs are netted against the carrying value of the liability on the consolidated balance sheet
and amortized to operations using the effective interest rate method over the expected life of the
related liability.
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p) Foreign currency translation
The US dollar is the reporting currency of the Company.
Assets and liabilities of self-sustaining operations which are denominated in a currency other than US
dollars are translated at year-end exchange rates, and revenues and expenses are translated at
average exchange rates. Differences arising from these foreign currency translations are reported as
other comprehensive income.
For integrated operations, monetary assets and liabilities are translated at year-end exchange rates
and non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are
translated at average exchange rates, except for items related to non-monetary assets and monetary
liabilities are charged to earnings.
q) Financial instruments
The Company classifies financial instruments as either held-to-maturity, available-for-sale, held for
trading, loans and receivables or other financial liabilities. At the respective balance sheet dates, the
Company’s financial instruments consisted of cash and cash equivalents, marketable securities,
accounts receivable, loans receivable, accounts payable and accrued liabilities and due to related
parties.
Financial assets held-to-maturity, loans and receivables and financial liabilities other than those held
for trading, are measured at amortized cost. Available-for-sale instruments are measured at fair
value with the unrealized gains and losses recognized in other comprehensive income. Instruments
classified as held for trading are measured at fair value with the unrealized gains and losses
recognized in the statement of operations.
The following is a summary of the categories the Company has elected to apply to each of its
significant financial instruments.
Financial instrument
Cash and cash equivalents
Marketable securities
Accounts receivable
Loans receivable
Accounts payable and accrued liabilities
Due to related parties
Category
Available for sale
Available for sale
Loans and receivables
Loans and receivables
Other financial liabilities
Other financial liabilities
CICA Handbook section 3862 establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair values. The Company’s financial instruments as at December 31, 2010
classified as “Level One – Quoted prices in active markets” are cash and cash equivalents and
marketable securities.
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r) Future accounting changes
Canadian GAAP for publicly listed companies will be replaced by International Financial Reporting
Standards (“IFRS”), effective for interim and annual periods beginning in the first quarter of fiscal
2011. The Company’s annual and interim fiscal 2011 consolidated financial statement will include an
IFRS opening consolidated balance sheet as at January 1, 2010, fiscal 2011 comparatives, related
transitional reconciliation and note disclosures.
3. ACQUISITION OF MOTAPA DIAMONDS INC
On July 3, 2009, the Company acquired Motapa Diamonds Inc (“Motapa”) through a plan of
arrangement by issuing a total of 34,455,022 shares to the shareholders of Motapa at an exchange
ratio of 0.9055 shares (“Exchange Ratio”) for each Motapa share. In addition, the Company issued a
total of 3,019,835 replacement stock options to the Motapa stock option holders at the same
exchange ratio.
The net assets acquired on the acquisition of Motapa are not considered to meet the definition of a
business under Emerging Issues Abstract 124, as published by the Canadian Institute of Chartered
Accountants; accordingly, the acquisition had been accounted for as a purchase of assets and
liabilities. The purchase price allocation is summarized as follows:
Purchase price:
Share issued on acquisition (34,455,022 shares)
Fair value of replacement options issued
Acquisition costs
Net assets acquired
Cash and cash equivalents
Accounts receivable and prepaid expenses
Marketable securities
Diamond inventory
Plant and equipment
Mineral properties
Accounts payable and accrued liabilities
Asset retirement obligations
Future income tax liability
$13,445,728
193,775
263,959
$13,903,462
$ 2,379,121
291,036
51,006
1,529,937
1,500,000
12,345,479
(626,135)
(127,409)
(3,439,573)
$13,903,462
The purchase price has been allocated to the fair value of the assets acquired and liabilities assumed,
based on management’s best estimates and taking into account all available information at the time
of acquisition.
For the year ended July 31, 2009
Cash acquired on acquisition
Cash paid for transaction costs
Net cash received from the acquisition
$ 2,379,121
(263,959)
$ 2,115,162
10 | P a g e
4. ACQUISITION OF BOTETI MINING (PTY) LIMITED, DEBWAT EXPLORATION
(PTY) LTD AND AFRICAN DIAMONDS (PLC)
a) In December 2009, the Company, through a newly created indirect wholly-owned subsidiary
Boteti Diamond Holdings Inc. (“Boteti Holdings”) acquired an initial 70.268% interest in the Boteti
Mining (PTY) Ltd. (“Boteti”), which holds a 100% interest in the AK6 project from De Beers
Prospecting Botswana (Pty) Limited (“De Beers”) for consideration of $49 million. The remaining
interest in Boteti was held as to 28.381% by African Diamonds PLC (“African Diamonds”) and
indirectly by Wati Ventures (Pty) Ltd. (“Wati Ventures”) as to 1.351%. Boteti Holdings had
granted an option to African Diamonds to increase its interest in Boteti by a further 10.268% by
making a cash payment of approximately US$7.3 million (Refer to Note 4b).
To fund the AK6 acquisition, Lucara and Boteti Holdings had entered into a guarantee and loan
facility with a significant shareholder of the Company in the amount of $49.0 million. As
consideration for the guarantee, the lender was entitled to receive 12,191,200 shares in the
Company. The shares were issued in 2010 at a fair value of $9.8 million.
The net assets acquired on the acquisition of Boteti are not considered to meet the definition of a
business under Emerging Issues Abstract 124, as published by the Canadian Institute of
Chartered Accountants; accordingly, the acquisition had been accounted for as a purchase of
assets and liabilities. The purchase price allocation is summarized as follows:
Purchase price:
Cash paid
Transaction costs
Net assets acquired
Cash and cash equivalents
Accounts receivable and prepaid expenses
Diamond inventory
Mineral properties
Accounts payable and accrued liabilities
Future income tax liability
Minority interest
$49,000,000
623,292
$49,623,992
$ 1,166,738
67,441
235,023
68,329,697
(419,336)
(4,611,528)
(15,144,043)
$49,623,992
The purchase price has been allocated to the fair value of the assets acquired and liabilities
assumed, based on management’s best estimates and taking into account all available
information at the time of acquisition.
For the five months ended July 31, 2009
Cash paid on acquisition
Cash paid for transaction costs
Cash received on acquisition
Net cash paid on acquisition
$49,000,000
623,992
(1,166,738)
$48,457,254
11 | P a g e
b) In April 2010, African Diamonds exercised its option to acquire the 10.268% of the Company’s
interest in Boteti in consideration of a cash payment of $7,356,256. The value of the non-
controlling interest in Boteti that was disposed of was $5,229,338. In accordance with Section
1602, this transaction has been accounted for as an equity transaction. The $2,126,918 received
in excess of the non-controlling interest has been recorded as an adjustment to the Deficit.
After the exercise of the option, Boteti was held 60% by the Company and 40% by African
Diamonds.
c) In December 2010, the Company acquired African Diamonds’ non-controlling interest in Boteti for
consideration of 80,245,726 common shares of the Company on the basis of 0.80 (“Ratio”) of a
common share of the Company in exchange for every one common share in the capital of African
Diamonds. In addition, the Company issued a total of 6,640,000 replacement stock options to
African Diamonds stock option holders. At the time of acquisition all other assets of African
Diamonds, other than its interest in Boteti, the loan payable to the Company (Note 6) and legal
proceedings relating to AK6 diamond project were transferred into a newly formed company
which is owned by the former African Diamond shareholders. The loan between the Company
and African Diamonds has been eliminated on consolidation and is part of the consideration paid.
In accordance with Section 1602, this transaction has been accounted for as an equity
transaction and $59,544,195 has been recorded as an adjustment to the Deficit as follows:
Consideration:
Fair value of shares issued
Fair value of options issued
Elimination of loan and interest
Transaction costs
Sub-total
Less: non-controlling interest
Excess to Deficit
$76,127,684
1,575,193
2,186,068
1,224,163
81,113,108
21,568,913
$59,544,195
5. MARKETABLE SECURITIES
Fair value – beginning of the period
Unrealized gain/(loss) on
available-for-sale investments
Fair value – end of the period
December 31,
2010
$ 306,199
December 31,
2009
$ 54,953
(18,891)
$ 287,308
251,246
$ 306,199
12 | P a g e
6. LOAN RECEIVABLE
In November 2009, the Company provided a $2.0 million convertible loan to African Diamonds, which
had an interest rate of 8%, to fund its portion of an updated feasibility study and general working
capital purposes.
As a result of the acquisition of African Diamonds the loan receivable is eliminated on consolidation
(Refer to Note 4(c)).
7. PLANT AND EQUIPMENT
December 31, 2010
Plant facilities and equipment
Construction in progress
December 31, 2009
Plant facilities and equipment
Cost
$ 6,651,297
11,177,080
$ 17,828,377
Accumulated
Depreciation
$ (1,357,136)
Net
$ 5,294,161
- 11,177,080
$ 16,471,241
$ (1,357,136)
Cost
$ 1,500,000
Accumulated
Depreciation
$ -
Net
$ 1,500,000
The plant facilities and equipment at the Mothae diamond project were put back into service when
the trial mining program commenced in the second half of 2010.
13 | P a g e
8. MINERAL PROPERTIES
December 31,
2010
$ 20,356,432
Mothae Diamond Project - Acquisition
Mothae Diamonds Project – Asset retirement obligation 292,874
68,329,697
AK Diamond Project – Acquisition (Note 4a)
$ 88,979,003
December 31,
2009
July 31,
2009
$ 20,356,432 $ 20,356,432
193,000
-
$ 88,879,129 $20,549,432
193,000
68,329,697
a) Mothae Diamond Project - Lesotho
In July 2006, the Company signed an option agreement with Motapa Diamonds Inc. (“Motapa”)
to acquire up to a 70% interest in the Mothae Diamond Project located in Lesotho, Africa.
Pursuant to the terms of the option agreement the Company had earned a 65% in the property
in April 2009 by making payments to Motapa totaling $8.0 million. During the year ended July
31, 2009, the Company acquired the remaining 35% as part of the plan of arrangement with
Motapa (Note 3) and capitalized an additional $12.3 million of mineral property acquisition costs.
Pursuant to the terms of the mining agreement, Mothae Diamonds (Pty) Ltd (“Mothae
Diamonds”), an indirect 75% owned subsidiary of the Company has a 100% interest in the
project. The remaining 25% of Mothae Diamonds is held by the Government of Lesotho. One
half of the project interest held by the Government is a free carried interest and one half is
funded by the Government through its share of project dividends. During an initial pre-
production test mining stage, a royalty of 4% of the sales value of diamonds produced from
Mothae will be payable to the government. At full production the royalty will increase to 8% of
diamond sales value. The mining lease is valid until September 2019 and renewable for an
additional 10 years.
b) AK6 Diamond Project - Botswana
Boteti was granted a 15 year diamond mining lease over the Boteti AK6 diamond project in
October 2008. A royalty of 10% of the sales value of the diamonds produced from Boteti AK6
will be payable to the Government of the Republic of Botswana.
c) Kavango Project – Namibia
The Company has a 100% interest in 10 Exclusive Prospecting Licenses for precious stones in
northeast Namibia. Namdeb Diamond Corporation (“Namdeb”) has the right to earn a 51%
interest by committing to fund a work program of approximately $4.4 million by December 2011.
The agreement provides Namdeb with a second option to earn an additional 14% interest (for a
total of 65%) by fully funding the project to completion of a bankable feasibility study within five
years of electing to exercise its second option.
14 | P a g e
9. EXPLORATION EXPENDITURES
15 | P a g e
MothaeBoteti AK6ProjectProjectLesothoBotswanaOtherTotalFor the twelve months ended December 31, 2010Test mining 7,319,740$ -$ -$ 7,319,740$ Feasibility study- 2,669,553 - 2,669,553 Relocation of core samples, tailings and concentrates- 514,494 - 514,494 Geology414,803 - - 414,803 Depreciation and accretion1,395,815 - - 1,395,815 Office and other447,014 476,238 24,825 948,077 Rough diamonds recovered(1,645,085) - - (1,645,085) Total for the period7,932,287$ 3,660,285$ 24,825$ 11,617,397$ MothaeBoteti AK6ProjectProjectLesothoBotswanaOtherTotalFor the five months ended December 31, 2009Site and administration302,975$ -$ -$ 302,975$ Pipe evaluation and test mining43,195 - - 43,195 Licenses fees88,999 - - 88,999 Accretion40,233 - - 40,233 Office and other16,948 1,046 74,324 92,318 Project investigation- - 23,650 23,650 Total for the period492,350$ 1,046$ 97,974$ 591,370$ MothaeBoteti AK6ProjectProjectLesothoBotswanaOtherTotalFor the twelve months ended July 31, 2009Site and administration120,828$ -$ -$ 120,828$ Pipe evaluation and test mining25,398 - - 25,398 Conceptual studies and valuations273,461 273,461 Licenses fees- 11,255 - 11,255 Office and other5,973 18,042 3,115 27,130 Project investigation- - 91,060 91,060 Total for the period425,660$ 29,297$ 94,175$ 549,132$
10. ASSET RETIREMENT OBLIGATIONS
The Company has restoration and remediation obligations associated with its diamond projects.
The Company has calculated the fair value of its asset retirement obligation using a credit adjusted
rate of 13.50% and an inflation rate of 8% for each of the periods ended December 31, 2010 and
2009 and July 31, 2009. The estimated total liability for reclamation and remediation costs on an
undiscounted basis after inflation is approximately $3.2 million (December 31, 2009 - $1.7 million,
July 31, 2009 – $1.7 million), which is expected to commence in 2023.
Balance, beginning of period
Obligations acquired (Note 3)
Obligations incurred
Accretion of the liability
Changes in exchange rate
December 31,
2010
$ 360,641
-
99,874
38,679
68,503
$ 567,697
December 31,
2009
$ 320,409
-
-
40,232
-
July 31,
2009
$ -
127,409
193,000
-
-
$360,641
$320,409
11. SHARE CAPITAL
(a) Authorized:
Unlimited number of common shares without par value.
(b) Issued:
Balance, July 31, 2008
Private placement, net
Issued for 100% of Motapa
(Note 3)
Stock based compensation
Balance, July 31, 2009
Options exercised
Fair value of options exercised
Private placement, net
Stock based compensation
Balance, December 31, 2009
Shares issued for guarantee
(Note 4(a))
Options exercised
Fair value of options exercised
Issued for 100% of African
Diamonds (Note 4(c))
Stock based compensation
Balance, December 31, 2010
Number of
Shares
58,430,665
5,555,556
34,455,022
-
98,441,243
326,924
-
110,000,000
-
208,768,167
12,191,200
1,108,957
-
80,425,726
-
302,494,050
Share Capital
$ 5,271,241
4,681,844
13,445,728
-
$ 23,398,813
156,643
38,390
98,882,829
-
$122,476,675
9,863,306
587,624
155,710
76,127,684
-
$209,210,999
Contributed
Surplus
$531,238
-
193,775
399,227
$1,124,240
-
(38,390)
-
563,307
$1,649,157
-
-
(155,710)
1,575,193
1,085,784
$4,154,424
16 | P a g e
In December 2009, the Company completed a private placement of 110,000,000 common shares at a
price of CAD$1.00 per share of gross proceeds of CAD$110.0 million. A fee of 5% was paid on a
portion of the private placement.
In August 2008, the Company completed a non-brokered private placement of 5,555,555 common
shares at a price of CAD$0.90 per share for gross proceeds of CAD$5.0 million.
(c) Stock Options:
The Company has a rolling stock option plan, approved by shareholders on February 19, 2010,
reserving an aggregate of 10% of the issued and outstanding shares of the Company for issuance
upon the exercise of the options granted. Terms and vesting of the option granted are at the
discretion of the Board of Directors at the time of grant.
Incentive stock options outstanding and held by directors, officers and employees of the Company
are as follows:
Outstanding – July 31, 2008
Granted
Exercised
Expired/Forfeited
Outstanding – July 31, 2009
Granted
Exercised
Expired
Outstanding-December 31,2009
Granted
Exercised
Expired/Forfeited
Outstanding – December 31, 2010
Exercisable
Number of Options
910,000
4,919,835
-
(229,209)
5,600,626
1,835,000
(326,924)
(1,403,920)
5,704,782
7,840,000
(1,108,957)
(885,825)
11,550,000
9,503,954
Weighted Average
Exercise price – CAD$
$1.18
0.76
-
0.87
$0.83
1.00
0.51
1.38
$0.76
0.95
0.56
0.77
$0.91
$0.94
The fair values of stock options with vesting provisions are amortized as stock-based compensation
expense over the applicable vesting period. As of December 31, 2010, the Company had an
additional $535,584 (December 31, 2009 - $983,110, July 31, 2009 - $407,276) of stock based
compensation expense to be recognized in the Statement of Operations and Comprehensive Income
over the applicable vesting period of the related options.
The stock based compensation was estimated using the Black-Scholes option-pricing model.
Assumptions used in the pricing model for options granted are as follows:
December 31,
2010
December 31,
2009
July 31,
2009
Dividend yield
Average risk free interest rate
Expected stock price volatility
Expected life of options
0.00%
1.68%
58.48%
1.76 years
0.00%
1.06%
112.51%
3 years
0.00%
1.37%
106.61%
1.47 years
The weighted average grant-date fair value of stock options granted in the year ended December
31, 2010 was $0.29 per option (December 31, 2009 - $0.63, July 31, 2009 - $0.16 ).
17 | P a g e
The following summarizes the stock options outstanding as at December 31, 2010:
Range of
Exercise
Prices (CDN$)
$0.00 - $0.49
$0.50 - $0.99
$1.00 - $1.49
$1.50 - $1.99
$2.00 - $2.50
Outstanding Options
Exercisable Options
Number of
Options
Outstanding
1,525,000
6,350,000
2,675,000
800,000
200,000
11,550,000
Weighted
Average
Remaining
Contractual
Life (Years)
1.52
1.60
1.85
1.47
1.47
Weighted
Average
Exercise
Price
$ 0.48
0.84
1.11
1.56
2.08
1.64
$ 0.91
Weighted
Average
Remaining
Contractual
Life (Years)
1.51
1.44
1.80
1.47
1.47
Weighted
Average
Exercise
Price
$ 0.48
0.83
1.15
1.56
2.08
1.53
$ 0.94
Number of
Options
Exercisable
1,010,655
5,563,308
1,929,991
800,000
200,000
9,503,954
12. RELATED PARTY TRANSACTIONS
During the twelve months ended December 31, 2010, the five months ended December 31, 2009 and
the twelve months ended July 31, 2009 the Company incurred:
a) $349,416 (December 31, 2009 – $140,475, July 31, 2009 - $205,267) for administrative
services and office facilities provided by a company owned by the Chairman of the Company. As
at December 31, 2010, there was $15,962 (December 31, 2009 – $5,133, July 31, 2009 -
$1,010) included in amounts due to related parties.
b) $Nil (December 31, 2009 – $589,995, July 31, 2009 - $45,901) for a donation to Lundin for
Africa Foundation, a charitable organization with directors in common.
c)
$639,472 (December 31, 2009 - $136,746, July 31, 2009 - $53,771) for generative exclusivity
rights, laboratory services, professional fees, project, general and administrative services
provided by a company with a director in common. As at December 31, 2010 there was
$151,185 (December 31, 2009 - $28,465, July 31, 2009 - $107,824) included in amounts due to
related parties.
d) As at December 31, 2009 there was $9,863,306 included in amounts due to related parties for
guarantee fees payable to a significant shareholder of the Company. This amount was settled
with shares in 2010.
e) $41,064 (December 31, 2009 - $79,689, July 31, 2009 - $Nil) for of travel costs provided by a
company associated with the Chairman of the Company. As at December 31, 2010 there was
$Nil (December 31, 2009 - $79,689, July 31, 2009 - $Nil) included in amounts due to related
parties.
These transactions, occurring in the normal course of operations, are measured at the exchange
amount which is the amount established and agreed to by the related parties.
18 | P a g e
13. INCOME TAXES
The provision for income tax expense (recovery) differs from amount computed by applying
statutory rates to net income (loss) before income taxes. Reasons for these differences and the
related tax effects are as follows:
Basic statutory tax rate
Year Ended
December 31,
2010
28.5%
Five Months
Ended
December 31,
2009
30%
Year Ended
July 31,
2009
31%
Net loss before taxes
16,181,509
12,809,199
1,738,933
Computed income tax recovery
Differences between Canadian and
foreign tax rates
Non-deductible expenses
Change in tax rates
Change in valuation allowance for the
year
Losses acquired
Exchange rate differences
Future income tax recovery
$4,611,000
$3,843,000
$ 539,000
(418,000)
(309,000)
(75,000)
(39,000)
(177,000)
(1,011,000)
(46,000)
(124,000)
-
(1,920,000)
1,221,000
87,000)
$ 3,197,000
(2,616,000)
-
-
$ -
(369,000)
-
-
$ -
Future income taxes result primarily from temporary differences in the recognition of certain
revenue and expense items for financial and income tax reporting purposes. The approximate
tax effect of temporary differences that gives rise to the Company’s f uture income tax assets and
liabilities are as follows:
Future income tax assets
Non-capital loss carried forward
Resource pools
Share issue, finance costs and other
Less: valuation allowance
Future Tax Assets
Future income tax liabilities
Mineral property acquisition costs
Future Tax Liabilities
December 31,
2010
December 31,
2009
$ 3,927,757 $ 2,259,719
50,782
3,608,988
(5,919,490)
$ -
50,239
3,861,755
(7,839,751)
$ -
July 31,
2009
$ 1,951,307
150,734
86,521
(2,188,562)
$ -
$ 5,391,720
$ 5,391,720
$ 8,051,101
$ 8,051,101
$3,439,573
$3,439,573
As at December 31, 2010, the Company has non-capital losses for income tax purposes in
Canada available to offset future taxable income of approximately CAD$11,041,000 (December
31, 2009 - CAD$7,884,000, July 31, 2009 – CAD$7,064,000). These losses, if not utilized, will
expire through to 2030. Future tax benefits which may arise as a result of these non-capital
losses have not been recognized in these financial statements and have been offset by a
valuation allowance.
19 | P a g e
14. CAPITAL DISCLOSURES
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 which optimizes costs of capital at an acceptable risk.
In the management of capital, the Company considers items included in shareholders’ equity to be
capital.
The Company manages the capital structure and makes adjustments to it in light of changes in
economic conditions and the risk characteristics of the Company’s assets. In order to maintain or
adjust the capital structure, the Company may attempt to issue new shares or debt instruments,
acquire or dispose of assets, or to bring in joint venture partners.
In order to facilitate the management of its capital requirements, the Company prepares annual
expenditures budgets that are updated as necessary depending on various factors, including
successful capital deployment and general industry conditions. The annual and updated budgets
are approved by the Board of Directors.
The Company’s existing current capital resources will be not be sufficient to finance the
anticipated expenditures for the full development and construction of the AK6 mine, test mining
program on the Mothae Project and general corporate expenses over the next twelve months.
The timing and completion of these activities are conditional on additional funds being raised
either through equity or debt.
15. MANAGEMENT OF FINANCIAL RISK
The Company’s financial instruments are exposed to certain financial risks, including currency,
credit, liquidity and price risk.
a) Currency risk
The Company is exposed to the financial risk related of fluctuating foreign exchange rates.
The operating results and financial position of the Company are reported in US dollars. The
fluctuation of the Canadian dollar, Lesotho Maluti, Botswana Pula and South African Rand in
relation to the US dollar will consequently have an impact on the financial results of the
Company and will also affect the Company’s assets, liabilities and shareholders’ equity. The
Company has not hedged its exposure to currency fluctuations.
At December 31, 2010, the Company is exposed to currency risk relating to funds held in
Canadian dollars of $25.7 million and South African Rand of 13.0 million. Based on this
exposure, a 1% change in the Canadian/US dollar and Pula/US dollar exchange rate would
give rise to an increase/decrease of approximately $275,000 in Other Comprehensive Income.
b) Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial
instrument fails to meet its contractual obligations. The majority of the Company’s cash is
held through a large Canadian financial institution with a high investment grade rating.
The carrying amount of financial assets recorded in the financial statements, net of any
allowances for losses, represents the Company’s maximum exposure to credit risk.
20 | P a g e
c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as
they become due. The Company manages its liquidity risk through management of its capital
structure and financial leverage. Accounts payable and accrued liabilities are due within the
current operating period.
d) Interest rate risk
The Company’s exposure to interest rate risk results from the affects that changes in interest
rates may have on the reported value of cash and cash equivalents. There is minimal risk
that the Company would recognize any loss as a result of a decrease in the fair value of any
short-term investments included in cash due to the short term nature. Based on the balance
of cash and cash equivalents as at December 31, 2010, and assuming that all other variables
remain constant, a 0.25% change in the US prime rate would result in an increase/decrease
of $77,000 in the interest accrued by the Company per annum.
e) Equity market risk
The Company is exposed to equity price risk arising from its marketable securities, which are
classified as available-for-sale.
16. COMMITMENTS
a) In conjunction with the development of the AK6 diamond mine, the Company has committed
to approximately US$40 million in additional capital expenditures.
b) The Company and Boteti have entered into an exclusivity agreement whereby a lender has
agreed to arrange funding for the development of the Boteti AK6 diamond mine (“Arranging
Agreement”). Boteti is committed to paying a fee of US$750,000 if the arrangement is not
drawn upon or if the Arranging Agreement is terminated by Boteti prior to June 30, 2011. In
addition, a further US$750,000 is payable if an alternative lender provides funding within one
year of terminating the Arranging Agreement.
21 | P a g e
17. CONTINGENCIES
a) In April 2010, legal proceedings were initiated against African Diamonds by two former
directors of African Diamonds, alleging entitlement to a 3% royalty on production from the
AK6 diamond project. Based on legal advice received, the Company and African Diamonds
believe the claim is without merit and will continue to vigorously defend the claim. No
provision has been made in the financial statements in relation to this claim.
b) Subsequent to year end, the Company terminated an agreement with a contractor at the
Mothae project. The contractor has filed a claim against Mothae Diamonds and is alleging
entitlement to an amount of approximately US$625,000. The Company has offered a
settlement amount of US$90,000. A court date has been set for May 3, 2011 and the
Company will continue to vigorously defend the claim.
18. SUBSEQUENT EVENTS
In February 2011, the Company completed a private placement of 60,000,000 common shares at
a price of CAD$1.00 per share for gross proceeds of CAD$60 million. A finder’s fee of 4% was
paid on a portion of the gross proceeds.
22 | P a g e