MIRASOL RESOURCES LTD.
(An Exploration Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
Canadian Funds
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Mirasol Resources Ltd.
We have audited the accompanying consolidated financial statements of Mirasol Resources Ltd., which comprise the
consolidated statements of financial position as at June 30, 2012, June 30, 2011 and July 1, 2010 and the consolidated
statements of loss and comprehensive loss, changes in equity and cash flows for the years ended June 30, 2012 and June 30,
2011, 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 International Financial Reporting Standards, 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.
Auditors’ 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 auditors’ 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, these consolidated financial statements present fairly, in all material respects, the financial position of Mirasol
Resources Ltd. as at June 30, 2012, June 30, 2011 and July 1, 2010 and its financial performance and its cash flows for the
years ended June 30, 2012 and June 30, 2011 in accordance with International Financial Reporting Standards.
Vancouver, Canada
October 26, 2012
“DAVIDSON & COMPANY LLP”
Chartered Accountants
Mirasol Resources Ltd.
(An Exploration Stage Company)
Consolidated Statements of Financial Position
Canadian Funds
ASSETS
Current Assets
Cash and cash equivalents
Short-term investments
Receivables and advances
June 30,
2012
June 30,
2011
(Note 12)
$
6,826,040
997,830
231,466
8,055,336
$
10,114,703 $
-
169,813
10,284,516
July 1,
2010
(Note 12)
5,147,280
-
57,331
5,204,611
Equipment (Note 6)
208,870
147,043
40,344
Exploration and Evaluation Assets (Note 7)
2,624,003
78,333
78,333
$
10,888,209
$
10,509,892 $
5,323,288
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities (Note 8)
$
985,207
$
780,033 $
161,180
36,029,893
14,019,377
(40,146,268)
24,633,294
9,099,836
(24,003,271)
14,171,636
2,259,578
(11,269,106)
9,903,002
9,729,859
5,162,108
$
10,888,209
$
10,509,892
$
5,323,288
EQUITY
Share Capital (Note 9)
Reserves
Deficit
Nature of Business (Note 1)
Subsequent Events (Note 13)
On Behalf of the Board:
“ Mary L. Little ”
“ Nick DeMare ”
,
,
Director
Director
The accompanying notes are an integral part of these consolidated financial statements
Mirasol Resources Ltd.
(An Exploration Stage Company)
Consolidated Statements of Loss and Comprehensive Loss
For the Years Ended June 30
Canadian Funds
Operating Expenses
Exploration costs (Note 7)
Share-based payments (Note 9)
Professional fees
Management fees (Note 8)
Office and miscellaneous
Foreign exchange loss
Shareholder information
Listing and filing fees
Travel
Amortization
Interest and bank charges, net
$
$
2012
11,599,329
3,345,027
325,528
284,322
254,791
197,870
73,009
47,519
41,271
2,272
(27,941)
2011
(Note 12)
5,843,196
5,907,356
184,501
272,375
253,933
140,308
49,404
55,431
40,002
2,223
(14,564)
Loss and Comprehensive Loss for the Year
$
16,142,997
$
12,734,165
Loss per Share – Basic and Diluted
$
0.40
$
0.35
Weighted Average Number of Shares Outstanding
39,986,459
36,070,377
The accompanying notes are an integral part of these consolidated financial statements
Mirasol Resources Ltd.
(An Exploration Stage Company)
Consolidated Statements of Changes in Equity
Canadian Funds
Balance – July 1, 2010
Private placement
- Units issued for cash
- Fair value of private placement
warrants
Share issuance costs
- Finders’ warrants
- Cash
Options exercised
Fair value of options exercised
Warrants exercised
Fair value of warrants exercised
Share-based payments
Loss for year
Share Capital
Common Shares
Reserves
Deficit
Total
Number
$
$
$
$
33,241,981
14,171,636
2,259,578
(11,269,106)
5,162,108
3,000,000
9,300,000
-
-
(1,945,690)
1,945,690
-
-
9,300,000
-
-
-
653,200
-
1,447,020
-
-
-
(371,005)
(595,786)
433,330
347,485
2,257,016
1,036,308
-
-
371,005
-
-
(347,485)
-
(1,036,308)
5,907,356
-
-
-
-
-
-
-
-
(12,734,165)
-
(595,786)
433,330
-
2,257,016
-
5,907,356
(12,734,165)
Balance – June 30, 2011
38,342,201
24,633,294
9,099,836
(24,003,271)
9,729,859
Private placement
- Units issued for cash
- Fair value of private placement
warrants
Share issuance costs
- Finders’ warrants
- Cash
Options exercised
Fair value of options exercised
Warrants exercised
Fair value of warrants exercised
Share-based payments
Loss for the year
4,000,000
13,200,000
-
(1,764,978)
1,764,978
-
-
13,200,000
-
-
-
20,000
-
338,460
-
-
-
(250,440)
(1,015,313)
12,600
6,296
773,826
434,608
-
-
250,440
-
-
(6,296)
-
(434,608)
3,345,027
-
-
-
-
-
-
-
-
(16,142,997)
-
(1,015,313)
12,600
-
773,826
-
3,345,027
(16,142,997)
Balance – June 30, 2012
42,700,661
36,029,893
14,019,377
(40,146,268)
9,903,002
The accompanying notes are an integral part of these consolidated financial statements
Mirasol Resources Ltd.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
For the Years Ended June 30
Canadian Funds
Operating Activities
Loss for the year
Items not affecting cash:
Share-based payments (Note 9)
Amortization
Amortization included in exploration expenses
Unrealized foreign exchange
Changes in non-cash working capital items:
Receivables and advances
Accounts payable and accrued liabilities
Cash used in operating activities
Investing Activities
Acquisition of exploration and evaluation assets
Short-term investments purchased
Purchase of equipment
Cash used in investing activities
Financing Activities
Share capital issued, net of share issuance costs
Cash provided by financing activities
2012
2011
(Note 12)
$
(16,142,997)
$
(12,734,165)
3,345,027
2,272
53,992
22,335
5,907,356
2,223
31,276
580,233
(61,653)
139,702
(112,482)
618,852
(12,641,322)
(5,706,707)
(2,480,198)
(997,830)
(118,091)
(3,596,119)
-
-
(140,198)
(140,198)
12,971,113
12,971,113
11,394,561
11,394,561
Effect of exchange rate change on cash and cash equivalents
(22,335)
(580,233)
Change in Cash and cash equivalents
Cash and cash equivalents - Beginning of year
(3,288,663)
10,114,703
4,967,423
5,147,280
Cash and cash equivalents - End of year
$
6,826,040
$
10,114,703
Supplemental Schedule of Non-Cash Investing and Financing Transactions:
Exploration and evaluation assets included in accounts payable
Fair value of private placement warrants
Fair value of finder fees warrants
Fair value of options exercised
Fair value of warrants exercised
$
$
$
$
$
65,472
1,764,978
250,440
6,296
434,608
$
$
$
$
$
-
1,945,690
371,005
347,485
1,036,308
There was no cash paid for interest or income taxes for the years ended June 30, 2012 and 2011.
The accompanying notes are an integral part of these financial statements
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
1. Nature of Business
Mirasol Resources Ltd. (“Mirasol” or “the Company”) is incorporated under the laws of the Province of British
Columbia, Canada. The Company’s corporate registered and records office is located at 600 – 890 West
Pender Street, Vancouver, British Columbia.
Mirasol engages in acquiring and exploring mineral properties, principally located in Argentina and Chile,
with the objective of identifying mineralized deposits economically worthy of subsequent development,
mining or sale.
The business of mining and exploration involves a high degree of risk and there can be no assurance that
current exploration programs will result in profitable mining operations. The Company has no source of
revenue, and has significant cash requirements to meet its administrative overhead and maintain its mineral
interests. The recovery of the Company’s investment in mineral properties is dependent on the discovery of
economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete
the development of these properties, and future profitable production or proceeds from disposition of mineral
properties. Also, the Company will have to raise additional funds for future corporate and administrative
expenses and to undertake further exploration and development of its mineral properties. While the
Company has been successful in the past at raising funds, there can be no assurance that it will be able to
do so in the future.
Management believes that the Company has sufficient working capital to maintain its operations and
activities for the next fiscal year.
2. Basis of Presentation
Statement of compliance
The financial statements have been prepared in accordance with IFRS as adopted by Canada on January 1,
2011. This represents the Company’s application of IFRS as at and for the year ended June 30, 2012,
including the 2011 comparative year. The financial statements have been prepared in accordance with IFRS
1, “First-time Adoption of International Financial Reporting Standards” as issued by the International
Accounting Standards Board (“IASB”).
A summary of the Company’s significant accounting policies under IFRS are presented in Note 3. These
policies have been applied retrospectively and consistently applied except where specific exemptions
permitted an alternative treatment upon transition to IFRS in accordance with IFRS 1. Prior to July 1, 2011,
the Company prepared its financial statements in accordance with Canadian generally accepted accounting
principles (“Canadian GAAP”). The impact of the transition from Canadian GAAP to IFRS is explained in
Note 12.
Basis of measurement
The financial statements have been prepared on a historical cost basis, except for financial instruments
classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In
addition, these financial statements have been prepared using the accrual basis of accounting except for
cash flow information.
These consolidated financial statements were approved by the Board of Directors on October 26, 2012.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
3. Significant Accounting Policies
a) Consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned
subsidiaries, Mirasol Argentina S.R.L, Minera Del Sol S.A., Australis S.A., Gran Nueva Victoria S.A., Cabo
Sur S.A., and Minera Mirasol Chile Limitada. Inter-company balances have been eliminated upon
consolidation.
b) Significant Accounting Estimates and Judgments
The preparation of financial statements requires management to make judgments, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, profit and
expenses. The estimates and associated assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances, the results of which form the basis of
making the judgments about carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised if the revision affects only that period
or in the period of the revision and further periods if the review affects both current and future periods.
Significant assumptions relate to, but are not limited to, the following:
(i)
Impairment: The Company assess its investments, exploration and evaluation assets and equipment
annually to determine whether any indication of impairment exists. Where an indicator of impairment
exists, a formal estimate of the recoverable amount is made, which is considered to be the higher of the
fair value less costs to sell and value in use. These assessments require the evaluation of events and
conditions that indicate impairment in accordance with IAS 36. The Company has concluded that
impairment conditions do not exist.
(ii) Share-based compensation: The Company provides compensation benefits to its employees, directors
and officers through a stock option plan. The fair value of each option award is estimated on the date of
the grant using the Black-Scholes option pricing model. Expected volatility is based on historical
volatility of the Company’s share price. The Company uses historical data to estimate option exercises
and forfeiture rates with the valuation model. The risk-free interest rate for the expected term of the
option is based on the yields of government bonds. Changes in these assumptions, especially the
volatility and the expected life determination could have a material impact on the Company’s
comprehensive loss for the year. When the Company determines it necessary to modify the terms of
options, the Black-Scholes option pricing model is utilized at the date of the modification and uses the
modified terms in order to calculate the incremental change in value of the original option. The use of
the option-pricing model and a change in assumptions used within the model could result in a material
impact on the Company’s comprehensive loss for the year.
(iii) Warrant valuation: The Company grants warrants in conjunction with private placements and as
compensation for debt financing arrangements. The fair value of each warrant granted is estimated on
the date of the grant using the Black-Scholes option pricing model. Expected volatility is based on
historical volatility of the Company’s share price. The Company uses historical data to estimate warrant
exercises and forfeiture rates with the valuation model. The risk-free interest rate for the expected term
of the warrant is based on the yields of government bonds. Changes in these assumptions, especially
the volatility and the expected life determination could have a material impact on the Company’s equity.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
(iv) Recovery of deferred tax assets: Judgment is required in determining whether deferred tax assets are
recognized on the statement of financial position. Deferred tax assets require management to assess
the likelihood that the Company will generate taxable income in future periods in order to utilize
recognized deferred tax assets. Estimates of future taxable income are based on forecasted cash flows
and the application of existing tax laws in each jurisdiction.
(v) Functional currencies: The functional currency of an entity is the currency of the primary economic
environment in which the entity operates. That of the Company and its subsidiaries was determined by
conducting an analysis of the consideration factors identified in IAS 21, The Effects of Changes in
Foreign Exchange Rates.
c) Foreign Currencies
The functional currency is the currency of the primary economic environment in which the entity operates.
The functional currency of the Company and its wholly owned subsidiaries, Mirasol Argentina S.R.L, Minera
Del Sol S.A., Australis S.A., Gran Nueva Victoria S.A., Cabo Sur S.A., and Minera Mirasol Chile Limitada., is
the Canadian Dollar (“$”). The functional currency determinations were conducted through an analysis of
the consideration factors identified in IAS 21, the Effects of Changes in Foreign Exchange Rates (“IAS 21”).
Any transactions in currencies other than the functional currency have been translated to the Canadian
dollar in accordance with IAS 21. Transactions in currencies other than the functional currency are recorded
at the rates of exchange prevailing on dates of transactions. At the end of each reporting period, monetary
assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that
date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are
translated at rates prevailing at the date when the fair value was determined. All gains and losses on
translation of these foreign currency transactions are included in the statements of loss and comprehensive
loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.
The Company’s presentation currency is the Canadian dollar.
d) Cash and Cash Equivalents
Cash and cash equivalents consist of cash on deposit with banks and short-term interest-bearing
investments with maturities of three months or less at the purchase date.
e) Financial Instruments
All financial instruments are initially recognized at fair value on the statement of financial position. The
Company has classified each financial instrument into one of the following categories: (1) financial assets or
liabilities at fair value through profit or loss (“FVTPL”), (2) loans and receivables, (3) financial assets
available-for-sale, (4) financial assets held-to maturity, and (5) other financial liabilities. Subsequent
measurement of financial instruments is based on their classification.
Financial assets and liabilities at FVTPL are subsequently measured at fair value with changes in those fair
values recognized in the statement of loss and comprehensive loss. Financial assets “available-for-sale” are
subsequently measured at fair value with changes in fair value recognized in other comprehensive income
(loss), net of tax. Financial assets and liabilities “held-to-maturity”, “loans and receivables”, and “other
financial liabilities” are subsequently measured at amortized cost using the effective interest method.
See Note 5 for relevant disclosures.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
f)
Impairment of Financial Assets
At each reporting date, the Company assesses whether there is objective evidence that a financial asset is
impaired. If such evidence exists, the Company recognizes an impairment loss as follows:
(i) Financial assets carried at amortized cost: The loss is the difference between the amortized cost of the
loan or receivable and the present value of the estimated future cash flows, discounted using the
instrument’s original effective interest rate. The carrying amount of the asset is reduced by this amount
either directly or indirectly through the use of an allowance account.
(ii) Available-for-sale financial assets: The impairment loss is the difference between the original cost of the
asset and its fair value at the measurement date, less any impairment losses previously recognized in
the statement of loss and comprehensive loss. This amount represents the cumulative loss in
accumulated other comprehensive income that is reclassified to the statement of loss and
comprehensive loss.
Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the
amount of the loss decreases and the decrease can be related objectively to an event occurring after the
impairment was recognized. Impairment losses on available-for-sale equity instruments are not reversed.
g)
Impairment of Non-financial Assets
The carrying amounts of non-financial assets are reviewed for impairment whenever facts and
circumstances suggest that the carrying amounts may not be recoverable. If there are indicators of
impairment, the recoverable amount of the asset is estimated in order to determine the extent of any
impairment. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for
which there are separately identifiable cash flows (“cash-generating units” or “CGUs”). The recoverable
amount is the higher of an asset’s fair value less costs to sell and value in use (being the present value of
the expected future cash flows of the relevant asset or CGU). An impairment loss is recognized for the
amount by which the asset’s carrying amount exceeds its recoverable amount.
Non-financial assets that have been impaired in prior periods are tested for possible reversal of impairment
whenever events or changes in circumstances indicate that the impairment has reversed. If the impairment
has reversed, the carrying amount of the asset is increased to its recoverable amount but not beyond the
carrying amount that would have been determined had no impairment loss been recognized for the asset in
the prior periods. A reversal of an impairment loss is recognized in the statement of loss and comprehensive
loss.
h) Equipment
Equipment is stated at cost less accumulated amortization and accumulated impairment losses. Cost
includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are
included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Company and the cost can
be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and
maintenance costs are charged to the statement of loss and comprehensive loss during the period they are
incurred.
The Company provides for amortization for equipment using the declining balance method at a rate of 30%
for exploration equipment and 30% for computer equipment and applies only one-half of the applicable rate
in the year of acquisition.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
The Company allocates the amount initially recognized to each asset’s significant components and
amortizes each component separately. Residual values, amortization methods and useful lives of the
assets are reviewed periodically and adjusted on a prospective basis as required.
Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying
amount of the asset and are included as part of other gains and losses in the statement of loss and
comprehensive loss.
i)
Exploration and Evaluation Assets
The Company capitalizes the direct costs of acquiring mineral property interests. Option payments are
considered acquisition costs if the Company has the intention of exercising the underlying option.
Exploration and evaluation costs are charged to operations in the period incurred until such time as it has
been determined that a property has economically recoverable reserves, in which case subsequent
exploration and development costs are capitalized. Exploration costs include value-added taxes because
the recoverability of these amounts is uncertain.
Ownership in exploration and evaluation assets involves certain interest risks due to the difficulties of
determining and obtaining clear title to claims as well as the potential for problems arising from the
frequently ambiguous conveyance history characteristics of many exploration and evaluation assets. The
Company has investigated ownership of its exploration and evaluation assets and, to the best of its
knowledge, ownership of its interests are in good standing.
j)
Provisions
(i) Decommissioning and restoration provision: Future obligations to retire an asset, including dismantling,
remediation and ongoing treatment and monitoring of the site related to normal operations are initially
recognized and recorded as a liability based on estimated future cash flows discounted at a risk free
rate. The decommissioning and restoration provision is adjusted at each reporting period for changes to
factors including the expected amount of cash flows required to discharge the liability, the timing of such
cash flows and the pre-tax rate for risk specific to the liability.
The liability is also accreted to full value over time through periodic charges to earnings. This unwinding
of the discount is charged to financing expense in the statement of loss and comprehensive loss.
The amount of the decommissioning and restoration provision initially recognized is capitalized as part
of the related asset’s carrying value and amortized to earnings. The method of amortization follows that
of the underlying asset. The costs related to a decommissioning and restoration provision are only
capitalized to the extent that the amount meets the definition of an asset and can bring about future
economic benefit.
For the years presented, the Company does not have any decommission or restoration provisions.
(ii) Other provisions: Provisions are recognized when a current legal or constructive obligation exists, as a
result of past events, and it is probable that an outflow of resources that can be reliably estimated will
be required to settle the obligation. Where the effect is material, the provision is discounted using an
appropriate pre-tax rate for risk specific to the liability.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
k)
Income Taxes
Income tax expense is comprised of current and deferred tax. Income tax is recognized in the statement of
loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in
which case the income tax is also recognized directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of
previous years.
In general, deferred tax is recognized in respect of temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income
tax is determined on a non-discounted basis using tax rates and laws that have been enacted or
substantively enacted at the balance sheet date and are expected to apply when the deferred tax asset or
liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be
recovered.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and
associates, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference
is controlled by the Company and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred income tax assets and liabilities are presented as non-current.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority
and when the Company intends to settle its current tax assets and liabilities on a net basis.
l)
Share Capital
Share capital issued as non-monetary consideration is recorded at an amount based on fair market value of
the shares issued.
The proceeds from the issue of units is allocated between common shares and common share purchase
warrants on a pro-rated basis on a relative fair value as follows: the fair value of common shares is based
on the price at market close on the date the units are issued and the fair value of the common share
purchase warrants is determined using a Black-Scholes pricing model.
m) Share-based Payments
The Company grants stock options to buy common shares of the Company to directors, officers, employees
and service providers. The Company recognizes share-based payment expense based on the estimated fair
value of the options. A fair value measurement is made for each vesting instalment within each option grant
and is determined using the Black-Scholes option-pricing model. The fair value of the options is recognized
over the vesting period of the options granted as both share-based payment expense and reserve. This
includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. The reserve
account is subsequently reduced if the options are exercised and the amount initially recorded is then
credited to share capital.
In situations where equity instruments are issued to non-employees and some or all of the goods or services
received by the entity as consideration cannot be specifically identified, they are measured at fair value of
the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or
services received.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
n) Loss per Share
Basic loss per share is computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding during the year. The computation of diluted loss per share
assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise
or issuance would have a dilutive effect on the loss per share. The dilutive effect of convertible securities is
reflected in the diluted loss per share by application of the "if converted" method. The dilutive effect of
outstanding options and warrants and their equivalents is reflected in the diluted loss per share by
application of the treasury stock method. At June 30, 2012, the Company had no items which would have a
dilutive effect on the loss per share.
4. Recent Accounting Pronouncements
Certain new standards, interpretations, amendments and improvements to existing standards were issued
by the International Accounting Standards Board (“IASB”) or International Financial Reporting Interpretations
Committee (“IFRIC”). The Standards impacted that are applicable to the Company are as follows:
a) IFRS 7, Financial Instrument: Disclosures (“IFRS 7”), Offsetting Financial Assets and Financial Liabilities,
was amended by the IASB in 2011 to require information about all recognized financial instruments that are
set off in accordance with paragraph 42 of IAS 32 “Financial Instruments: Presentation”.
The amendments also require disclosure of information about recognized financial instruments subject to
enforceable master netting arrangements and similar agreements even if they are not set off under IAS 32.
The IASB believes that these disclosures will allow financial statement users to evaluate the effect or
potential effect of netting arrangements, including rights of set-off associated with an entity's recognized
financial assets and recognized financial liabilities, on the entity's financial position. The amended standard
is effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating
the impact of this standard.
b) IFRS 9, Financial Instruments (“IFRS 9”) was issued by IASB in October 2010 and will replace IAS 39,
Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to
determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules
in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the
context of its business model and the contractual cash flow characteristics of the financial assets. There are
two measurement categories: amortized cost and fair value. All equity instruments are measured at fair
value. A debt instrument is at amortized cost only if the entity is holding it to collect contractual cash flows
and the cash flows represent principal and interest. Otherwise it is at fair value through profit or loss.
In December 2011, the effective date of IFRS 9 was deferred to years beginning on or after January 1,
2015. The Company is currently evaluating the impact of this standard.
c) IFRS 10, Consolidated Financial Statements (“IFRS 10”), was issued in May 2011 and will supersede the
consolidation requirements in SIC-12, Consolidation – Special Purpose Entities (“SIC-12”), and IAS 27
(2008), Consolidated and Separate Financial Statements (“IAS 27”), effective for annual periods beginning
on or after January 1, 2013, with early application permitted. IFRS 10 builds on existing principles by
identifying the concept of control as a determining factor in whether an entity should be included within the
consolidated financial statements of the parent company. The standard also provides additional guidance to
assist in the determination of control where this is difficult to assess. The Standard is not expected to have
an impact on the Company in its current form.
d) IFRS 11, Joint Arrangements (“IFRS 11”), was issued in May 2011 and will supersede existing IAS 31, Joint
Ventures (“IAS 31”) effective for annual periods beginning on or after January 1, 2013, with early application
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
permitted. IFRS 11 provides for the accounting of joint arrangements by focusing on the rights and
obligations of the arrangement, rather than its legal form (as is currently the case). The Standard also
eliminates the option to account for jointly controlled entities using the proportionate consolidation method.
The Standard is not expected to have an impact on the Company in its current form.
e) IFRS 12, Disclosure of Interests in Other Entities (“IFRS 12”), was issued in May 2011 and is a new and
comprehensive standard on disclosure requirements for all forms of interest in other entities, including
subsidiaries, joint arrangements, associates and unconsolidated structured entities. IFRS 12 is effective for
annual periods beginning on or after January 1, 2013 with earlier application permitted. The Standard is not
expected to have an impact on the Company in its current form.
f) IFRS 13, Fair Value Measurements (“IFRS 13”) was issued in May 2011 and sets out, in a single IFRS, a
framework for measuring fair value. IFRS 13 defines fair value as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. This definition of fair value emphasizes that fair value is a market-based measurement, not an entity
specific measurement. In addition, IFRS 13 also requires specific disclosures about fair value
measurement. IFRS 13 is effective for annual periods beginning on or after January 1, 2013, with earlier
application permitted. The Company is currently assessing the impact of this Standard.
g) IAS 1, Presentation of Items of Other Comprehensive Income (“OCI”) (“IAS 1”), was revised in June 2011 to
change the disclosure of items presented in OCI, including a requirement to separate items presented in
OCI into two groups based on whether or not they may be recycled to profit or loss in the future. The
revision is effective for annual periods beginning on or after July 1, 2012 with early application permitted.
The Standard is not expected to have an impact on the Company in its current form.
h) IAS 27, Separate Financial Statements (“IAS 27”), as amended in 2011, is the standard to be applied in
accounting for investments in subsidiaries, joint ventures, and associates when an entity elects, or is
required by local regulations, to present separate (non-consolidated) financial statements. IAS 27 (2011)
supersedes IAS 27 (2008) and carries forward the existing accounting and disclosure requirements for
separate financial statements, with some minor clarifications. The amended standard is effective for annual
periods beginning on or after January 1, 2013. The Company is currently assessing the impact of this
Standard.
i) IAS 28, Investments in Associates and Joint Ventures (“IAS 28”), as amended in 2011, supersedes IAS 28
“Investments in Associates” and prescribes the accounting for investments in associates and sets out the
requirements for the application of the equity method when accounting for investments in associates and
joint ventures. The Standard defines 'significant influence' and provides guidance on how the equity
method of accounting is to be applied (including exemptions from applying the equity method in some
cases). It also prescribes how investments in associates and joint ventures should be tested for impairment.
The amended standard is effective for annual periods beginning on or after January 1, 2013. The Company
is currently assessing the impact of this Standard.
j) The IASB amended IAS 32, “Financial Instruments: Presentation” to clarify certain aspects because of
diversity in application of the requirements on offsetting, focused on four main areas:
the meaning of 'currently has a legally enforceable right of set-off;
the application of simultaneous realization and settlement;
the offsetting of collateral amounts; and
the unit of account for applying the offsetting requirements.
The amended standard is effective for annual periods beginning on or after January 1, 2014. The standard
is not expected to have an impact on the Company in its current form.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
k) IFRIC 20, Stripping Costs in the Production Phase of a Mine (“IFRIC 20”) was issued in October 2011. This
interpretation provides guidance on the accounting for the costs of stripping activity in the production phase
when two benefits accrue to the entity: usable ore that can be used to produce inventory and improved
access to further quantities of material that will be mined in future periods. IFRIC 20 is applicable for annual
periods beginning on or after January 1, 2013 with early adoption permitted. The Standard is not expected
to have an impact on the Company in its current form.
5. Financial Instruments
Categories of financial instruments
Financial assets
Fair Value Through Profit and Loss
Cash and cash equivalents
Short-term investments
Loans
Receivables and advances
Financial liabilities
Other financial liabilities
Accounts payable and accrued liabilities
a) Fair Value
June 30,
2012
June 30,
2011
July 1,
2010
6,826,040 $
997,830
10,114,703 $
-
5,147,280
-
231,466
169,813
57,331
8,055,336 $
10,284,516 $
5,204,611
985,207 $
780,033 $
161,180
$
$
$
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy
according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair
value hierarchy are:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities;
Level 2 – Inputs other than quoted prices that are directly or indirectly observable for the asset or liability;
and,
Level 3 – Inputs that are not based on observable market data;
Level 1
Cash and cash equivalents
Short-term investments
b) Management of capital risk
June 30,
2012
June 30,
2011
July 1,
2010
$
$
6,826,040 $
997,830 $
10,114,703 $
- $
5,147,280
-
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 exploration and evaluation assets and to maintain a
flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of
capital, the Company includes the components of equity.
The Company manages the capital structure and makes adjustments to it in light of changes in economic
conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure,
the Company may attempt to issue new shares, acquire or dispose of assets, enter into joint ventures or
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
obtain debt financing. In order to facilitate the management of its capital requirements, the Company
prepares annual expenditure budgets that are updated as necessary depending on various factors, including
successful capital deployment and general industry conditions.
In order to maximize ongoing development efforts, the Company does not pay out dividends.
The Company’s investment policy is to invest its cash in highly liquid short-term interest-bearing investments
with maturities of six months or less from the original date of acquisition, selected with regards to the
expected timing of expenditures from continuing operations. The Company is not subject to externally
imposed capital requirements.
c) Management of financial risk
The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the
impact on the Company's financial instruments are summarized below.
i. Currency risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The
Company operates in Canada, Argentina and Chile and a portion of its expenses are incurred in United
States (“US”), Australian dollars and in Argentine and Chilean Pesos. A significant change in the currency
exchange rates between the US and Australian dollar relative to the Canadian dollar and the Argentine
and Chilean Peso to the Canadian dollar could have an effect on the Company’s results of operations,
financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.
At June 30, 2012, the Company is exposed to currency risk through the following assets and liabilities
denominated in US and Australian dollars and Argentine and Chilean Pesos:
Cash and cash equivalents
Receivables and advances
Accounts payable and accrued liabilities
US
Dollars
750,356
19,680
(92,449)
Australian
Dollars
-
-
(51,582)
Argentine
Peso
4,140,902
698,257
(2,613,593)
Chilean
Peso
21,004,358
9,386,930
(45,707,389)
Based on the above net exposures as at June 30, 2012, and assuming that all other variables remain
constant, a 10% depreciation or appreciation of the Canadian dollar against the US and Australian dollar
would result in an increase/decrease of $69,053 and $5,381, respectively in the Company’s net loss.
Likewise, a 10% depreciation or appreciation of the Canadian dollar against the Argentine and Chilean
Peso would result in an increase/decrease of $50,142 and $3,108, respectively in the Company’s net
loss.
ii. 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 Company’s cash is held through large financial institutions. The Company’s receivables consist of
harmonized sales tax due from the Federal Government of Canada. Management believes that credit risk
concentration with respect to receivables is remote.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
iii. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.
The Company manages liquidity risk through the management of its capital structure and financial
leverage as outlined above. As at June 30, 2012, the Company’s financial liabilities consist of accounts
payable and accrued liabilities totalling $985,207, which are expected to be paid within 90 days.
Management believes the Company has sufficient funds to meet its liabilities as they become due.
iv.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The risk that the Company will realize a loss as a result of a
decline in the fair value of the short-term investments included in cash is limited because these
investments are generally held to maturity.
v. Commodity price risk
The Company is exposed to price risk with respect to commodity prices. The Company closely monitors
commodity prices to determine the appropriate course of action to be taken by the Company.
6. Equipment
Cost
Balance as at July 1, 2010
Additions for the year
Balance as at June 30, 2011
Additions for the year
Balance as at June 30, 2012
Accumulated Amortization
Balance as at July 1, 2010
Amortization for the year
Balance at June 30, 2011
Amortization for the year
Balance as at June 30, 2012
Carrying amounts
As at July 1, 2010
As at June 30, 2011
As at June 30, 2012
Exploration
Equipment
Computer
Hardware
117,341 $
130,518
247,859 $
112,280
360,139 $
78,707 $
30,570
109,277 $
53,234
14,256 $
9,680
23,936 $
5,811
29,747 $
12,546 $
2,929
15,475 $
3,030
162,511 $
18,505 $
Total
131,597
140,198
271,795
118,091
389,886
91,253
(i) 33,499
124,752
(i) 56,264
181,016
38,634 $
138,582 $
197,628 $
1,710 $
8,461 $
11,242 $
40,344
147,043
208,870
$
$
$
$
$
$
$
$
$
(i) Allocated between amortization expense and exploration costs on the statement of loss and
comprehensive loss.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
7. Exploration and Evaluation Assets
a) Claudia Property
The Company owns a 100% interest in the Claudia property situated in the Santa Cruz Mining District,
Argentina.
b) Espejo, La Libanesa, and La Curva Properties
The Company owns a 100% interest in mining interests of Espejo, La Libanesa, and La Curva properties
situated in the Santa Cruz Mining District, Argentina, by staking.
The Company signed a letter of intent on April 27, 2011 with Pan American Silver Corp. (“Pan American”)
which permits Pan American to earn a 51% interest in the Espejo property by expending US$4 million over
four years, and then to reach a 61% interest by completing a 43-101 compliant feasibility study, at which
time Mirasol can retain its equity interest in the project or request Pan American to finance project
development, to be repaid through cash flow. The Company received US $75,000 pursuant to the letter of
intent and the definitive agreement has been signed as of October 4, 2012.
c) Sascha and Joaquin Properties
The Company owns a 100% interest in the Sascha and Joaquin properties situated in the Santa Cruz Mining
District, Argentina.
The Company signed an option agreement with Coeur d’Alene Mines (“Coeur”) for the exploration of Sascha
and Joaquin gold-silver projects. The option agreement provides Coeur the option to earn an initial 51% in
both projects by expending a total of US$8 million in exploration over four years. In October 2008, Coeur
terminated its option on the Sascha property and returned the property to Mirasol. The total earn-in on both
properties reached US$6 million and Coeur vested at 51% interest in the Joaquin property in December
2010. Coeur has elected to fund a bankable feasibility study to increase its interest to 61%. Mirasol, at its
option, can elect to maintain a participatory 39% interest or request Coeur to increase its interest to 71% by
providing mine financing at commercial terms to Mirasol.
d) Santa Rita Property and Virginia Zone
The Company owns a 100% interest in the Santa Rita property situated in the Santa Cruz Mining District,
Argentina. The Santa Rita property also hosts the Virginia prospect, thus together Santa Rita and Virginia
account for total expenditures on the Santa Rita property.
During the year ended June 30, 2012, the Company purchased certain surface rights overlaying the Virginia
Zone for Argentine Pesos 11,236,240 ($2,495,707). The Company incurred broker fee costs in relation to
the surface rights of US$50,000 ($49,963). The cost of surface rights has been capitalized to exploration
and evaluation assets.
e) Nico Property
The Company owns a 100% interest in the Nico property mining interests situated in the Santa Cruz Mining
District, Argentina, by staking.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
f) Pajaro, Veloz and Los Loros Properties
The Company owns 100% of the rights to three exploration properties, Pajaro, Los Loros and Veloz, in
Santa Cruz Province, Argentina. During 2008, these exploration properties were acquired by the Company
issuing 100,000 common shares. The shares had a fair value acquisition cost at issuance of $69,801.
g) Gorbea Project
The Company owns 100% of the claims under its Gorbea project in Northern Chile. It is engaged in prospect
generation and exploration of disseminated gold and copper prospects in the region.
h) Rubi Property
The Company owns a 100% interest in the Rubi property located 22 km southwest of El Salvador in
Northern Chile.
i) Akira Property
The Company holds a 100% interest in the Akira Property in northern Chile, acquired by staking on open
ground.
j) Other Properties
Mirasol holds a number of early stage exploration properties which are prospective for gold and/or silver
mineralization in southern Argentina and northern Chile.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
Cumulative acquisition and exploration expenditures per project under active exploration are as follows:
Acquisition Costs
Nico
Pajaro, Veloz and Los Loros
Santa Rita and Virginia
Exploration Costs
Claudia
Espejo
Homenaje
Joaquin
La Curva
La Libanesa
Nico
Pajaro, Veloz and Los Loros
Santa Rita and Virginia
Sascha
Other**
Total Argentina Properties
Akira
Cindy
Gorbea
Rubi
Sirio
Other**
$
$
$
$
$
Balance at
June 30, 2011 and
July 1, 2010
Additions during
the year
Balance at
June 30, 2012
8,532
69,801
-
78,333
$
$
- $
-
2,545,670
2,545,670 $
8,532
69,801
2,545,670
2,624,003
Balance at
June 30, 2011
Additions during
the year
Balance at
June 30, 2012
$
655,354
205,101
39,920
424,364
703,624
772,845
304,062
89,240
2,940,134
461,943
4,594,332
2,944,281 $
(71,099)
133,781
128,001
118,879
98,177
1,831
65,587
5,588,331
24,561
1,117,866
3,599,635
134,002
173,701
552,365
822,503
871,022
305,893
154,827
8,528,465
486,504
5,712,198
11,190,919
$
10,150,196
$
21,341,115
- $
13,689 $
-
656,956
400,654
-
-
279,804
658,429
183,196
37,956
276,059
13,689
279,804
1,315,385
583,850
37,956
276,059
Total Chile Properties
$
1,057,610
$
1,449,133 $
2,506,743
** Includes costs incurred for value added taxes and generative exploration.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
During the year, the Company incurred exploration and evaluation costs on its properties as follows:
Argentina
Claudia
Consultants and salaries
Camp and general
Drilling
Geophysics
Travel
Mining rights and fees
Assays and sampling
Espejo
Option payment received
Consultants and salaries
Camp and general
Travel
Mining rights and fees
Homenaje
Consultants and salaries
Camp and general
Travel
Mining rights and fees
Assays and sampling
Joaquin
Consultants and salary
Camp and general
Travel
Mining rights and fees
Assays and sampling
Option payments received
La Curva
Consultants and salary
Camp and general
Travel
Mining rights and fees
Assays and sampling
2012
2011
1,004,302
973,971
491,425
1,966
127,134
135,775
209,708
2,944,281
(76,433)
2,917
849
38
1,530
(71,099)
68,089
44,823
19,669
1,185
15
133,781
114,513
4,020
8,545
833
90
-
128,001
72,348
34,608
10,728
1,180
15
118,879
313,635
230,273
-
-
63,020
2,119
7,441
616,488
-
1,717
1,145
24
707
3,593
25,929
8,848
4,854
271
18
39,920
156,562
40,282
11,608
1,388
13,335
(75,008)
148,167
42,794
21,379
12,497
4,987
8,485
90,142
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
Argentina (Continued)
La Libanesa
Consultants and salary
Camp and general
Travel
Mining rights and fees
Assays and sampling
Los Loros
Consultants and salary
Camp and general
Travel
Mining rights and fees
Assays and sampling
Nico
Consultants and salary
Camp and general
Travel
Mining rights and fees
Assays and sampling
Santa Rita and Virginia
Consultant and salary
Camp and general
Drilling
Mining rights and fees
Travel
Assays and sampling
Sascha
Consultants and salary
Camp and general
Travel
Mining rights and fees
Assays and sampling
$
2012
2011
$
63,973
28,532
4,179
1,015
478
98,177
48,065
9,166
7,695
331
134
65,391
396
1,380
23
32
-
1,831
1,271,717
1,080,227
2,725,136
118,118
150,540
242,593
5,588,331
13,840
8,298
2,103
318
2
24,561
108,175
53,461
22,587
1,731
13,269
199,223
49,002
19,873
10,830
-
5,864
85,569
889
3,221
35
320
3
4,468
451,543
678,218
1,396,255
1,684
261,378
136,077
2,925,155
2,396
12,473
123
496
9
15,497
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
Chile
Akira
Geophysics
Mining rights and fees
Cindy
Consultant and salary
Camp and general
Geophysics
Travel
Mining rights and fees
Assays and sampling
Gorbea
Consultant and salary
Camp and general
Drilling
Geophysics
Travel
Mining rights and fees
Assays and sampling
Rubi
Consultant and salary
Camp and general
Geophysics
Travel
Mining rights and fees
Assays and sampling
Sirio
Consultants and salary
Camp and general
Geophysics
Travel
Mining rights and fees
2012
2011
$
$
239
13,450
13,689
189,771
28,429
24,640
23,092
12,320
1,552
279,804
301,887
119,746
35,525
9,756
78,736
14,286
98,493
658,429
-
737
32,739
-
149,720
-
183,196
3,640
3,568
24,640
1,589
4,519
37,956
-
-
-
-
-
-
-
-
-
-
277,691
52,022
651
-
42,272
46,867
67,608
487,111
5,516
4,703
-
1,282
137,684
39,646
188,831
-
-
-
-
-
-
Value added tax & other taxes paid
Generative exploration & administrative
Other Projects
1,037,997
517,752
98,763
311,526
257,361
209,745
Total Exploration and Evaluation Costs
$
11,599,329
$
5,843,196
8. Related Party Transactions
Balances and transactions between the Company and its subsidiaries have been eliminated on
consolidation and are not disclosed in this note. Details of the transactions between the Company and other
related parties are disclosed below.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
a) Trading transactions
Certain of the Company’s officers and directors render services to the Company as sole proprietors or
through companies in which they are an officer, director or partner.
The following companies are related parties through association of the Company’s directors and officers:
Miller Thomson (effective July 1, 2011)
Avisar Chartered Accountants (effective September 1, 2011) Accounting fees
Nature of transactions
Legal fees
Global Ore Discovery
Exploration costs and project
management fees
During the year, the Company incurred the following fees and expenses in the normal course of operations
in connection with related parties. Expenses have been measured at the exchange amount which is
determined on a cost recovery basis.
Legal fees
Accounting fees
Exploration costs
Other operating expenses
Management fees
$
2012
160,966 $
86,750
746,795
62,802
114,618
2011
-
-
597,452
104,020
104,152
$
1,171,931 $
805,624
Included in accounts payable and accrued liabilities at June 30, 2012 is an amount of $95,395 (June 30,
2011 - $89,870; July 1, 2010 - $393) owing to directors and officers of the Company and to companies
where the directors and officers are principal. The amount was incurred in the ordinary course of business,
is unsecured, non-interest bearing and has no specific terms of repayment. Repayment is expected within
the next fiscal year and therefore has been classified as a current liability in these financial statements.
b) Compensation of key management personnel
The remuneration of the chief executive officer, chief financial officer, vice president of exploration,
exploration manager, and the corporate secretary (collectively, the key management personnel) during the
years ended June 30, 2012 and 2011 were as follows:
Management fees (i)
Share-based payments (ii)
2012
289,112 $
1,736,354
2011
109,250
3,582,092
2,025,466 $
3,691,342
$
$
(i) Management fees of $160,192 are included in Management fees and $128,920 is included in Exploration
costs.
(ii) Share-based payments represent the expense for the years ended June 30, 2012 and 2011.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
9. Share Capital
Common Shares
Authorized: Unlimited number of common shares
Private Placement Financing
On December 20, 2011, the Company completed a bought deal private placement (“the Offering”) and
issued 4,000,000 units at a price of $3.30 per unit for gross proceeds of $13,200,000. Each unit consists of
one common share and one-half common share purchase warrant. One whole warrant entitles the holder to
purchase a common share of the Company at a price of $4.30 per share expiring on December 20, 2013.
The Company allocated $11,435,022 to the common shares and $1,764,978 to the share purchase warrants
based upon the relative fair values.
The Company paid the underwriters commission consisting of $792,000, equal to 6% of the value of the
offering in cash and issued 200,000 common share purchase warrants with fair value of $250,440. Each
warrant entitles the underwriters to purchase one common share at a price of $3.30, expiring on December
20, 2013. Other costs relating to the offering amounted to $223,313.
On December 7, 2010 the Company completed a non-brokered private placement with the issuance of
3,000,000 units at a price of $3.10 per unit for gross proceeds of $9,300,000. Each unit consists of one
common share and one-half common share purchase warrant. One whole warrant entitles the holder to
purchase a common share of the Company for one year at a price of $4.00 per share expiring on December
6, 2011. The Company allocated $7,354,310 to the common shares and $1,945,690 to the share purchase
warrants based upon the relative fair values.
The Company paid finder’s fees of $555,210 equal to 6% of the value of 2,985,000 units, and issued
179,100 broker warrants, with a fair value of $371,005 and exercisable for one year at $3.10 per share
expiring on December 6, 2011. Other share issuance costs relating to this transaction amounted to $40,576.
The warrants’ fair values were based on the following assumptions:
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected life of warrants
Share Purchase Options
December 20,
2011 Private
Placement
0.0%
77.62%
0.9%
2 years
December 7,
2010 Private
Placement
0.0%
77.66%
1.7%
1 year
The Company has established a share purchase option plan whereby the board of directors may, from time
to time, grant options to directors, officers, employees or consultants. Options granted must be exercised no
later than five years from the date of grant or such lesser period as determined by the Company’s board of
directors. The exercise price of an option is equal to or greater than the closing market price on the TSX
Venture Exchange on the day preceding the date of grant. The vesting terms for each grant are set by the
Board of Directors. The option plan provides that the aggregate number of shares reserved for issuance
under the plan shall not exceed 10% of the total number of issued and outstanding shares. At June 30,
2012, a total of 4,270,066 options were reserved under the option plan with 3,685,300 options outstanding.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
a) Movements in share options during the year
A summary of the Company’s options, which includes options issued under the Company’s stock option plan
and agent’s options at June 30, 2012 and the changes for the year are as follows:
Options outstanding at July 1, 2010
Granted
Exercised
Options outstanding at June 30, 2011
Granted
Exercised
Options outstanding and exercisable as at
June 30, 2012
Number of Options
1,723,500
1,835,000
(653,200)
2,905,300
800,000
(20,000)
Weighted Average
Exercise Price
$0.56
$4.40
$0.66
$2.96
$5.23
$0.63
3,685,300
$3.47
On January 19, 2012, the Company announced the amendment of the exercise price of 775,000 incentive
stock options originally granted on March 23, 2011 from $6.25 per share to $3.32 per share. On October 15,
2012, the Company received approval from the TSX Venture Exchange to amend the exercise price from
$6.25 to $3.32 per option.
b) Fair value of share options granted
On August 4, 2011, the Company granted options to directors, officers and employees to purchase up to
800,000 common shares of the Company at an exercise price of $5.23. The estimated fair value of these
stock options was $3,173,883 using the Black-Scholes option pricing model.
During the year ended June 30, 2011, the Company granted options to directors, officers and employees to
purchase up to 1,835,000 common shares of the Company at a weighted average exercise price of $4.40.
The estimated fair value of the stock options granted during the year ended June 30, 2011 was $6,078,500
using the Black-Scholes option pricing model. $171,144 of this fair value was recognized as share-based
payment expense during the year ended June 30, 2012 due to the vesting provisions.
The fair value of options granted was estimated on the date of the grant using the Black-Scholes option
pricing model, with the following assumptions:
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Forfeiture rate
Expected life of options
Year ended
June 30, 2012
0.0%
120%
1.92%
0.0%
3.7 years
Year ended
June 30, 2011
0.0%
121% - 123%
1.79%
0.0%
3.5 years
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
c) Share options outstanding at the end of the year
A summary of the Company’s options outstanding as at June 30, 2012 is as follows:
Expiry Date
February 28, 2013
May 21, 2014
October 5, 2015
December 16, 2015
March 23, 2016
August 4, 2016
Warrants
Exercise price
$0.63
$0.25
$2.90
$5.55
$6.25
$5.23
Options
Outstanding
Options
Exercisable
712,500
345,000
992,800
60,000
775,000
800,000
3,685,300
712,500
345,000
992,800
60,000
775,000
800,000
3,685,300
a) Movements in warrants during the year
A summary of the Company’s share purchase warrants and broker warrants at June 30, 2012 and the
changes for the year are as follows:
Warrants outstanding at July 1, 2010
Issued - private placement warrants
Issued - broker warrants
Exercised
Balance at June 30, 2011
Issued - private placement warrants
Issued - broker warrants
Expired
Exercised
Balance at June 30, 2012
b) Warrants outstanding
Warrants
Outstanding
1,606,420
1,500,000
179,100
(1,447,020)
1,838,500
2,000,000
200,000
(1,500,040)
(338,460)
2,200,000
Weighted Average
Exercise Price
$1.50
$4.00
$3.10
$1.56
$3.66
$4.30
$3.30
$4.00
$2.29
$4.21
At June 30, 2012, the following warrants are outstanding:
Private placement warrants
Broker warrants
Expiry Date
December 20, 2013
December 20, 2013
Exercise Price
$4.30
$3.30
Warrants
Outstanding
2,000,000
200,000
2,200,000
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
Share Bonus Plan
The Company has established a share bonus plan for senior management. The Company can issue
500,000 shares for each initial 500,000 ounces of gold or gold equivalent of “Indicated Mineral Resource”,
for an individual project, as defined in National Instrument 43-101, up to 1,000,000 shares in total under the
plan on any Company property in which the Company retains an interest that is not less than 20%. In 2011,
the share bonus plan was modified and approved by the TSX Venture Exchange to define the types of
included resources. As at June 30, 2012, no shares have been issued under this plan.
10. Segmented Information
The Company’s business consists of a single reportable segment being mineral exploration and
development. Details on a geographical basis are as follows:
Total Non-Current Assets
Canada
Argentina
Chile
11. Income Taxes
$
June 30,
2012
38,437
2,761,088
33,348
$
June 30,
2011
8,532
175,263
41,581
$
July 1,
2010
1,710
114,801
2,166
$
2,832,873
$
225,376
$
118,677
The Company is subject to Canadian federal and provincial tax for the estimated assessable profit for the
years ended June 30, 2012 and June 30, 2011 at a rate of 25.75% and 27.50% respectively. The Company
has no assessable profit in Canada for the years ended June 30, 2012 and June 30, 2011.
The tax expense at statutory rates for the Company can be reconciled to the reported income taxes per the
statement of loss and comprehensive loss as follows:
Loss before income taxes
Canadian federal and provincial income tax rates
Income tax recovery based on the above rates
Non-deductible expenses
Difference between Canadian and foreign tax rates
Tax effect of deferred tax assets for which no tax benefit has been
recorded
Foreign exchange and other
Total income taxes
Year Ended
June 30, 2012
Year Ended
June 30, 2011
(16,142,997) $
25.75%
(12,734,165)
27.50%
(4,156,822) $
1,759,019
(622,590)
(3,501,895)
1,882,738
(221,286)
2,881,414
138,979
- $
1,832,815
7,628
-
$
$
$
The Canadian Federal and provincial statutory income tax rate decreased to 25.75% due to legislated
changes.
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
The Company’s unrecognized deferred tax assets are as follows:
Unrecognized deferred income tax assets:
Non-capital losses
Resource properties
Other
Total unrecognized deferred income tax assets
June 30,
2012
June 30,
2011
July 1,
2010
$
$
2,091,908 $
5,096,394
921,109
8,109,411 $
1,792,515
2,772,960
271,069
4,836,544
$
$
1,214,195
1,495,169
171,657
2,881,021
In assessing the recoverability of deferred tax assets other than deferred tax assets resulting from the initial
recognition of assets and liabilities that do not affect accounting or taxable profit, management considers
whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible.
Deductible temporary differences, unused tax losses and unused tax credits:
June 30,
2012
June 30,
2011
July 1,
2010
Expiry date
Range
Non-capital losses
Resource properties
Share issue costs
Other
$
7,462,108 $
15,266,038
1,272,494
1,801,496
6,210,621 $
8,788,158
632,788
351,257
See below
4,299,930
4,758,214 Not applicable
209,547
2013 - 2016
355,178 Not applicable
The company has non-capital loss carry-forwards of approximately $7,462,108 that may be available for tax
purposes. The loss carry-forwards are principally in respect of Canadian, Argentinian and Chilean
operations and expire as follows:
2012
2013
2014
2015
2026
2027
2028
2029
2030
2031
2032
No-expiry
$
Canada
Argentina
- $
-
-
253,239
458,388
661,467
409,303
-
645,238
935,110
1,397,287
-
2,194 $
612,409
1,020,761
127,422
594,970
100,838
-
-
-
-
-
-
$
4,760,032 $
2,458,594 $
Chile
-
-
-
-
-
-
-
-
-
-
-
243,482
243,482
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
12. Transition to International Financial Reporting Standards
IFRS 1 First-time Adoption of International Financial Reporting Standards sets forth guidance for the initial
adoption of IFRS. Under IFRS 1 the standards are applied retrospectively at the transitional statement of
financial position date with all adjustments to assets and liabilities taken to deficit unless certain exemptions
are applied. The Company has applied the following optional exemptions to its opening statement of
financial position dated July 1, 2010:
(i)
IFRS 3 - Business Combinations
IFRS 1 indicates that a first-time adopter may elect not to apply IFRS 3 Business Combinations
retrospectively to business combinations that occurred before the date of transition to IFRS. The
Company has taken advantage of this election and will apply IFRS 3 to business combinations that
occur on or after July 1, 2010.
(ii)
IFRS 2 – Share-based Payments
IFRS 1 encourages, but does not require, first-time adopters to apply IFRS 2 Share-based
Payments to equity instruments that were granted on or before November 7, 2002, or equity
instruments that were granted subsequent to November 7, 2002 and vested before the later of the
date of transition to IFRS and January 1, 2005. The Company has elected not to apply IFRS 2 to
awards that were granted prior to November 7, 2002.
IFRS 1 also outlines specific guidelines that a first-time adopter must adhere to under certain
circumstances. The Company has applied the following guidelines to its opening statement of financial
position dated July 1, 2010:
(i) Estimates
In accordance with IFRS 1, an entity’s estimates under IFRS at the date of transition to IFRS must
be consistent with estimates made for the same date under previous GAAP, unless there is
objective evidence that those estimates were in error. The Company’s IFRS estimates as of July 1,
2010 are consistent with its Canadian GAAP estimates for the same date.
IFRS employs a conceptual framework that is similar to Canadian GAAP. However, significant differences
exist in certain matters of recognition, measurement and disclosure. While adoption of IFRS did not have
any impact on the Company’s equity and cash flows from operating, investing and financing activities as at
July 1, 2010 and June 30, 2011 it has resulted in changes to the Company’s reported results of operations.
Reconciliation of net loss for the year ended June 30, 2011 is as follows:
Total Loss and Comprehensive Loss Under Canadian GAAP
Adjustment
Share-based payments (see note a)
Total Loss and Comprehensive Loss Under IFRS
For the Year
Ended
June 30, 2011
12,784,936
(50,771)
12,734,165
$
$
Mirasol Resources Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Year Ended June 30, 2012
Canadian Funds
a) Share-based payments
IFRS
Each tranche of an award with different vesting dates is considered a separate grant for the
calculation of fair value.
Forfeiture estimates are included in the calculation of fair value of stock-based awards, and are
revised for actual forfeitures in subsequent periods.
Awards granted to employees are measured on the date of grant while awards to parties other
than employees are measured on the date the goods and services are received.
Canadian GAAP
The fair value of stock-based awards with graded vesting are calculated as one grant and the
resulting fair value may be recognized on a straight-line basis over the vesting period.
Forfeitures of awards may be recognized as they occur.
Awards granted to employees are measured on the date of grant while awards to non-employees
are measured at the earliest of (a) the date at which performance is complete; (b) the date a
commitment for performance is reached; and (c) grant date (if fully vested)
Upon transition, the Company estimated a forfeiture rate of 0% based on available history and the
requirement did not result in any adjustments.
Under Canadian GAAP, the fair value of options granted to consultants was re-measured at each
reporting period. Such consultants provide services similar to the ones provided by an employee and
therefore qualify as employees under IFRS. Options granted to consultants were measured only on
the date of grant for reporting under IFRS resulting in adjustments to Reserves and Loss.
13. Subsequent Events
a) The Company issued 150,000 common shares on the exercise of stock options for gross proceeds of
$94,500.
b) The Company granted 145,000 incentive stock options to certain employees. The options are
exercisable at $2.34 per common share for a period of five years from the date of grant.
c) On October 15, 2012, the Company received approval from the TSX Venture Exchange to amend the
exercise price of 775,000 incentive stock options from $6.25 to $3.32 per option. These options were
originally granted on March 23, 2011 at an exercise price of $6.25 and expiring on March 23, 2016.
Form 51-102F1
Management Discussion and Analysis
For Mirasol Resources Ltd
Introduction
The Management Discussion and Analysis (“MD&A”) is prepared as of October 26, 2012 and is
intended to supplement the Company’s consolidated financial statements for the year ended
June 30, 2012. All financial information, unless otherwise indicated, has been prepared in
accordance with International Financial Reporting Standards (“IFRS”). All dollar amounts
referenced, unless otherwise indicated, are expressed in Canadian funds.
The following discussion of the Company’s financial condition and results of operations should
be read in conjunction with its consolidated financial statements and related notes for the year
ended June 30, 2012. This section contains forward-looking statements that involve risks and
uncertainties. The Company’s actual results may differ materially from those discussed in
forward-looking statements as a result of various factors, including those described under
“Forward-Looking Information”.
Forward-Looking Information
This MD&A contains certain forward-looking statements and information relating to Mirasol
Resources Ltd. (“Mirasol” or the “Company”) that are based on the beliefs of its management as
well as assumptions made by and information currently available to Mirasol. When used in this
document, the words “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as
they relate to Mirasol or its management, are intended to identify forward-looking statements.
This MD&A contains forward-looking statements relating to, among other things, regulatory
compliance, the sufficiency of current working capital, and the estimated cost and availability of
funding for the continued exploration and development of the Company’s exploration properties.
Such statements reflect the current views of Mirasol with respect to future events and are
subject to certain risks, uncertainties and assumptions. Many factors could cause the actual
results, performance or achievement of the Company to be materially different from any future
results, performance or achievements that may be expressed or implied by such forward-
looking statements.
Overview
Mirasol Resources Ltd. (TSXV-MRZ) is a precious metals exploration and development
company focused on discovery and acquisition of new, high-potential metals deposits in the
Americas. Mirasol Argentina SRL, Minera Del Sol S.A., Cabo Sur S.A., Australis S.A., and Gran
Nueva Victoria S.A., the Company’s subsidiaries in Argentina, and Minera Mirasol Chile
Limitada, the Company’s subsidiary in Chile, currently hold 100% of the rights, or applications in
progress, of twenty-one exploration properties in the Patagonia region of southern Argentina
and in northern Chile. The Company offers shareholders access to growth from the early
stages, a portfolio of 100%-owned high quality projects in various stages of exploration, and a
focus on emerging regions with high potential for discovery.
1
Highlights for the Year Ended June 30, 2012
The Company closed a bought deal private placement (“the Offering”) with Haywood Securities
Inc., Macquarie Capital Markets Canada Inc., Sprott Private Wealth Inc., and Paradigm Capital
Inc. (Collectively the “Underwriters”) and issued 4,000,000 units (the “units”) of the Company at
a price of $3.30 per unit for aggregate proceeds of $13,200,000. Each unit is comprised of one
common share of Mirasol and one half of one share purchase warrant with each whole warrant
entitling the holder to purchase one common share of the Company for the period of two years
at a price of $4.30 per common share. The Company paid the Underwriters commission in
connection with the Offering consisting of $792,000 in cash and issued 200,000 common share
purchase warrants (the "Underwriters' Warrants"). Each Underwriters' Warrant entitles the
holder to purchase one common share for a period of two years at a price of $3.30 per share.
The Company’s joint venture partner and operator of its Joaquin project, Coeur d’Alene Mines
(“Coeur”) commenced a major diamond drilling program at the project in support of feasibility
work. The program focused on the La Negra and La Morocha silver-gold deposits and more
recently the La Morena prospect. The funding of all expenditures through to the delivery of a
feasibility study allows Coeur to increase its equity in the Joaquin project from the currently
vested 51% to 61%.
Phases III and IV diamond drilling were completed on the Company’s 100% owned Virginia
Silver Project, Santa Cruz Province, Argentina during the year. Phases I to IV of drilling have
identified six discrete silver deposits containing sufficient grade, size, and drill hole density to
support a resource estimate.
An aggressive exploration program was undertaken at the Company’s 100% owned Claudia
gold-silver project in Argentina. The exploration program had been on hold for Claudia project
since 2009 when the project was returned to the Company following early termination of an
earn-in joint venture (“JV”) agreement.
The Company granted 800,000 incentive stock options under its incentive stock option plan to
certain directors, officers, employees and consultants. The incentive options are exercisable at
$5.23 per option for a period of five years until August 4, 2016.
Bernie Zacharias, CA, was appointed as Chief Financial Officer by the Company, effective
September 1, 2011. Mr. Zacharias is a managing partner, founder and director of Avisar
Chartered Accountants since 2004 and has recently acted as Chief Financial Officer of several
TSX Venture Exchange listed companies. Mr. Zacharias’ addition brings beneficial corporate
finance experience to the Company.
2
Activities on Mineral Projects
Activities during the year ended June 30, 2012 were focused on exploration activities on the
Company’s gold-silver prospects and acquisition evaluations in Santa Cruz Province, Argentina,
and northern Chile.
The Company carries out “grass-roots” exploration for gold and silver in Argentina, Chile, and
elsewhere in Latin America. To the present time, properties are advanced through exploration
to bring the properties to a stage where the Company can attract the participation of major
resource companies having the expertise and financial capability to take such properties to
commercial production. At present, Mirasol has a joint venture with Coeur at the Joaquin
Project in Santa Cruz Province, Argentina and with Pan American Silver Corp. (“Pan American
Silver”), permitting Pan American Silver to earn a 51% interest in the Company’s Espejo
property upon completion of US $ 4 million investment in exploration. Mirasol holds a 100%
interest in all other properties.
The Company plans to continue drilling at the Virginia and Claudia Projects, and potentially
other properties in Argentina. In addition, the Company has re-activated its generative and
reconnaissance precious metals exploration program in northern Chile.
Generative Exploration
Generative exploration is a key strategy employed by Mirasol for identifying and acquiring new
prospects. To identify and capitalize on a good quality prospect, experienced professionals are
needed to ensure that right opportunity is taken at the right time. Costs of generative
exploration are those costs not attributable to a specific Mirasol project. When Mirasol defines a
project as a distinct exploration target, it is then accounted for as a separate project. Costs of
generative exploration totaled $98,763 for the year ended June 30, 2012 (2011 - $311,526), a
decrease of $212,763 from costs incurred in the prior year. Exploration activities in Chile and
Argentina are managed from the Company’s Mendoza, Argentina exploration office. The
majority of costs associated with generative exploration are for consulting and contractors.
Joaquin Property
The Joaquin Property is located in the central part of Santa Cruz Province and comprises
exploration “cateos” and “manifestaciones de descubrimiento”. The Joaquin Project is part of
the 2006 joint venture with Coeur; they are the project operator and are responsible for funding
exploration and drilling. Initially, a total of four mineralized zones were identified by Mirasol
geologists, including the La Morocha, La Negra, La Morena and the Joaquin Main gold-silver
vein and breccia targets. Mirasol believes it has made a significant silver-gold discovery at the
Joaquin property.
To date, Coeur has completed more than 23,000 metres of diamond drilling at Joaquin. Multiple
prospects, including the La Negra, La Morocha, La Morena and Joaquin Main prospects, have
been drilled. Coeur holds a vested 51% interest in the project and has elected to proceed to
increase its equity to 61% by funding all expenditures through to the delivery of full feasibility
study. Coeur commenced a major diamond drilling program of at least 12,000 metres, focused
principally on infill drilling of the La Negra silver-gold and La Morocha silver deposits, designed
to confirm and add to the published resources. An initial resource was published for the La
Morocha and La Negra targets in a news release dated May 9, 2011.
3
A NI 43-101 compliant Technical Report was published for the Joaquin project on June 28,
2011. The calculated resource includes:
May 9, 2011 Resources - Joaquin Project (100% of Project)
Contained
Koz Gold
Mineral Type
and Category
Contained
Koz Silver
Silver
g/t
Gold
g/t
Ktonnes
Oxides
Indicated
Inferred
Sulphides
Indicated
Inferred
6,785
11,128
77.7 16,952
86.6 30,989
0.16
0.09
419
2,667
203.5 2,741
197.8 16,963
0.16
0.12
Total of Oxides & Sulphides
Indicated
Inferred
7,204
13,794
85.0 19,693
108.1 47,952
0.16
0.10
34
32
2
10
36
43
Metal prices used were US$20 /oz Ag and US$1,300 oz/Au.
Oxide mineral resources estimated using a cutoff grade of 33 g/t Ag Eq and sulphide mineral resources with a cut-off of
51.9 g/t Ag Eq. within Whittle® surface mine designs.
Ag Eq (silver equivalent) = Ag grade in grams per tonne + Au grade in grams per tonne x 65.
Mineral resources estimated by the consulting firm of NCL Ingeniería y Construcción Ltda. in Santiago, Chile.
Mineral resources that are not mineral reserves have not demonstrated economic viability.
Data on 35 new infill holes on La Negra, plus 4 holes drilled for metallurgical studies (news
release May 7, 2012) include DDJ-123 and DDJ-218, both of which contain significant gold
values in addition to silver. Gold-rich intercepts occur in hole DDJ-213, which cut 21.0 metres of
278 g/t silver and 0.79 g/t gold, and hole DDJ-218 with 6.0 metres of 1,077 g/t silver and 1.98 g/t
gold from La Negra.
Subsequent to the end of the year, an updated resource was announced on August 7, 2012 and
a 43-101 Technical Report was published on September 21, 2012 on www.sedar.com. The new
resource comprises:
August 7, 2012 Resources Joaquin Project Totals
Mineral Type
and Category
Tonnes
(000)
Silver
g/t
Silver oz.
(000)
Gold
g/t
Gold oz.
Total of Oxides & Sulphides
5,600
103.1
Measured
34,600
96.8
Indicated
39,600
97.6
Meas. + Indic.
19,400
123.7
Inferred
Mineral resources that are not mineral reserves have not demonstrated economic viability.
Due to rounding of insignificant figures as required by best practices, sums of tonnes and
ounces may not appear to total correctly.
5,500
33,000
38,400
31,300
1,650
10,600
12,300
7,900
0.11
0.10
0.10
0.07
Metal prices used were US$30 /oz Ag and US$1,300 oz/Au. Only silver mineralization was included in the in-pit
calculation.
Oxide mineral resources estimated using a cutoff grade of 33 g/t Ag Eq and sulphide mineral resources with a cut-off of
51.9 g/t Ag Eq. within Whittle® surface mine designs.
Ag Eq (silver equivalent) = Ag grade in grams per tonne + Au grade in grams per tonne x 65.
Mineral resources estimated by the consulting firm of NCL Ingeniería y Construcción Ltda. in Santiago, Chile.
Mineral resources that are not mineral reserves have not demonstrated economic viability.
_
Additional detailed information is available on Mirasol’s website www.mirasolresources.com.
4
Santa Rita Property- Virginia Project
The Santa Rita property comprises “manifestaciones de descubrimiento” and exploration
“cateos”, located in the northwestern sector of the Deseado Massif volcanic terrane.
During the period ended December 30, 2009, a new, high grade, silver vein zone was
discovered at the Santa Rita property, named the Virginia zone. On January 6, 2010, the
Company reported initial results from 30 chip samples taken over a two kilometre length of the
Julia Vein sector. The average silver grade of the initial 30 chip samples was 645 grams/tonne
(“g/t”) silver from the Julia Vein. On February 16, 2010, Mirasol reported assays ranging up to
3,170 g/t silver from rock chip sampling of the Julia vein and surrounding veins.
Sawn channel samples (March 4, 2010) from all 58 Julia vein channels averaged 805 g/t silver.
Ground geophysical surveys, including ground magnetic and gradient array IP were completed.
Additional press releases in May and June, 2010, confirmed significant silver values from
additional veins parallel and surrounding the Julia vein called the Ely, Naty, Margarita and
Roxane veins. Outlying veins were discovered east and northwest of the principal vein zone.
The Virginia discovery has more than 9 kilometres of exposed or interpreted vein length.
Drilling in 2010 through mid-2011 systematically tested 1,780 metres of strike length of the
9,600 metres length of veining outlined at the Virginia Silver District, totaling 9,266 metres of
diamond drilling in 117 holes. Drilling defined four silver deposits at Julia North, Julia Central,
Julia South and Naty Vein with potentially economic silver grades and widths, at a nominal drill
spacing of 50 by 50 metres or closer. Mirasol redrilled a total of 22 holes to improve percentage
core recovery. Results from the final 14 re-drilled holes include significant silver intersections
with excellent core recovery, among them hole VG-6A containing 24.27 metres of 326 g/t silver
with 96 percent core recovery, including 5.48 metres of 1,038 g/t silver with 98 percent recovery
from the Julia North deposit. At Julia Central, VG-50A contains 28.25 metres of 220 g/t silver
with 98 percent recovery including 18.11 metres of 303 g/t silver with 96% recovery. In addition,
encouraging intersections from scout holes drilled at Naty Extension, Ely South and Martina
(news release July 18, 2011) indicated several zones with a high priority for follow-up drilling.
In October 2011, the Company commenced a new season of diamond drilling with the focus to
test new veins, vein extensions, and expand the project’s resource potential for additional
shallow oxide silver deposits. The 2011-2012 program expands drilling in the areas successfully
tested by scout holes. Highlights (news release January 26, 2012) at Naty Extension included
1.5 metres of 797 g/t silver in VG-096 and 2.0 metres of 214 g/t silver including 0.3 metres of
1,195 g/t silver in VG-097. Martina Vein highlights included 3.8 metres of 155 g/t silver within a
broad intercept of 25.4 metres grading 61 g/t silver in VG-119B, and 10.9 metres of 63 g/t silver,
including 1.1 metres of 141 g/t silver, in VG-122A. Ely South highlights include 21.8 metres of
79 g/t silver including 1.9 metres of 495 g/t silver in VG-113, and 18.2 metres of 63 g/t silver
including 4.5 metres of 109 g/t silver in VG-111. New holes (VG-127 and VG-138) at Ely South
(news release March 1, 2012) demonstrate an increase in true thickness and silver grades at
depth. VG-127 intersected 26.9 metres, with an estimated true thickness of 15.0 metres,
containing 135 g/t silver, which includes 1.19 metres of 1,760 g/t silver. VG-138 contains 28.0
metres with an interpreted true thickness of 18.4 metres, grading 195 g/t silver, including 4.6
metres of 493 g/t silver. Final results from Phase IV drilling was published on June 25, 2012.
5
Claudia Property
The large Claudia Property comprises exploration “cateos” located in the south-central part of
Santa Cruz Province, beginning at the limit with, and for approximately 30 km south of
AngloGold Ashanti’s producing Cerro Vanguardia gold-silver mine. Initial exploration mapping
of the La Claudia and Claudia II cateos identified several zones of veins and veinlets hosted
within silicified rhyolite and rhyodacite tuff units. Sampling returned anomalous gold and silver
assays from three discrete zones. Assay results from a systematic channel sampling program
returned values reaching 3.28 g/t gold with 15.33 g/t silver over 1.7 metres, and individual vein
results up to 14.2 g/t Au with 229 g/t Ag over 0.7 metres were obtained in the “J vein” sector of
the Rio Seco Zone. (Further news of the Claudia Project was published in news releases dated
August 3, 2006, November 1, 2007, January 8, 2009, and June 1, 2009).
Mirasol signed a joint venture agreement with Hochschild Mining Group in February 2007.
Hochschild completed 3,871 metres of core drilling by December 2007. In December, 2008,
Hochschild completed 3,011 metres of reverse circulation drilling. Drilling was designed to test
both outcropping Cerro Vanguardia-style quartz veins and covered geophysical targets.
Although multiple mineralized targets were intersected, on April 7, 2009 Hochschild elected to
terminate the joint venture.
The Company’s 2011-2012 exploration at Claudia focuses on three separate prospects: the
Laguna Blanca – Ailen zone, the 15 kilometre Curahue Trend, and the Rio Seco vein zone. At
Rio Seco, Mirasol has undertaken geological mapping, rock chip sampling, excavation of more
than 53 trenches, a 10.7 square kilometer gradient array IP geophysical survey, and 11.1 line
kilometres of pole-dipole IP geophysics (news release March 5, 2012). Rock chip assays have
returned up to 20.1 g/t gold and 34 g/t silver, and saw-cut channel and trench sample
composites s returned 0.7 metres at 13.9 g/t gold and 229 g/t silver and 10.5 metres of 1.9 g/t
gold and 22 g/t silver from mineralized zones. A geophysical survey at the Curahue prospect
(news release April 18, 2012) defined an 8 km long zone of gravel covered anomalies that
geological evidence suggests is an extensive vein zone. Rock chip samples, from locally
sourced epithermal cobbles in an alluvial terrace that partially covers the zone, returned assays
up to 2.0 g/t gold and 2130.0 g/t silver. Trenching through gravel and sparse outcrop has been
carried out over the geophysical anomalies, and returned assays up to 0.9 metres at 4.7 g/t gold
with 120.0 g/t silver from outcropping epithermal veins in bedrock, and up to 26 metres at 0.45
g/t gold and 1.9 g/t silver from a veinlet zone.
A 2,600 metre diamond drill campaign was carried out at the Rio Seco Zone in May, 2012, and
targeted gold-silver anomalies exposed in shallow trenches and in vein outcrop and float
material. Results are pending.
Espejo Property
The Espejo property was staked in April 2006 and adjoins Pan American Silver’s Manantial
Espejo silver-gold mine to the south and southeast. Exploration work includes remote sensing
(satellite image) interpretation, ground magnetic survey, gradient array IP geophysical survey,
and geochemical sampling which define multiple coincident resistive and conductive
geophysical anomalies on strike with the principal vein structures under development and
production at the Manantial Espejo mine. Additional exploration cateos were staked in 2008
which expand the property to the south (news release June 26, 2008).
The Company completed an exploration option agreement on October 4, 2012 with Pan
American Silver which permits Pan American Silver to earn a 51% interest in the property by
expending US$4 million over four years, to reach a 61% interest by completing a NI 43-101
6
compliant feasibility study, and then to further increase the interest to 70% by providing mine
financing at commercial terms.
La Curva Property
The La Curva property, comprising two exploration cateos, is located in the eastern Deseado
Massif and has year round access from the paved national highway and secondary roads.
Surface mapping, geophysical surveys and systematic geochemical sampling define two gold-
anomalous targets with associated auriferous (gold-bearing) quartz veins. The two principal
targets include the Loma Arthur vein-dome system and, Cerro Chato, which hosts gold-rich
veins and silicified breccias, and additional targets which exist on the property. The dome-vein
setting is seen elsewhere in productive mining districts and at the Dos Calandrias gold system
located fifteen kilometers to the west. (See news releases of April 1, 2008 and February 24,
2009).
Sascha Property
The Sascha Project hosts a gold and silver mineralized epithermal quartz vein system of low-
sulphidation style which comprises four cateos and two “manifestaciones de descubrimiento”.
The Sascha Project was initially included in the Coeur joint venture signed in 2006. Coeur
initiated drilling in March 2007 and completed 19 diamond drill holes totaling approximately
2,500 metres. Results from additional diamond drilling completed in October 2008 tested the
northwest extension of the Sascha Main mineralized vein zone.
Results were deemed by Coeur not sufficiently encouraging to merit additional work, and the
property was returned to Mirasol on October 31, 2008. All environmental reclamation
requirements have been completed. Additional mapping and new interpretation of drill results
have defined a number of new prospective exploration targets at Sascha.
Nico Property
The Nico property was initially staked in 2004 and expanded in 2005 and 2006. The mineral
property is held as “manifestaciones de descubrimiento”. The property is located 40 km north of
Coeur’s Martha silver mine, adjacent to a provincial highway. The central mineralized zone at
Nico hosts a north-south trend of quartz veinlets and breccia and exhibits a silver-gold-
polymetallic signature. During the 2007-2008 seasons a prospect-scale ground magnetic
survey and gradient array IP geophysical survey were completed over key targets. New
geophysical interpretation identified a felsic dome field which has not been drill tested. The Nico
main mineralized zone extends as a traceable geophysical structure for 2.5 km in length.
On February 12, 2009, the Company signed an exploration option agreement with Coeur for the
exploration of the Nico gold-silver project with Coeur as the project operator. The option
agreement provided Coeur the option to earn an initial 55% in the project by expending a total of
US$2,300,000 in exploration over four years and making cash payments totaling US$ 250,000.
Additional details of the agreement were published on February 12, 2009.
Coeur drilled eleven shallow diamond holes in late 2009 at the Nico Main target and reported
best results of 8.23 metres containing 0.43 g/t gold and 27 grams silver, including 1.25 metres
of 2.21 g/t gold and 200 g/t silver in DDH-11. Coeur returned the Nico property to Mirasol in
January 2010, however the Company believes it remains underexplored.
7
La Libanesa Property
The La Libanesa property hosts a hydrothermal breccia hill, “Cerro Plomo”, which contains high
grade lead-silver-gold anomalies. Cerro Plomo is hosted in a unique rhombic structural block
and is associated with radial dikes and peripheral gold-bearing veins. La Libanesa was staked
in 2006 and the property was expanded to five cateos during 2007, Trenching, geochemical
sampling, mapping, a Mobile Metal Ion (“MMI”) geochemical survey have been completed with a
regional interpretation of La Libanesa’s unique geological setting.
In 2010, an AMT ground geophysical survey identified a strong resistive feature near Cerro
Plomo. An MMI soil survey identified an extended area reaching at least 400 metres east and
west of Cerro Plomo which show highly elevated base metals with silver and gold anomalies.
(News release dated February 24, 2009). Gold-silver bearing quartz vein material has been
mapped which forms a radial distribution around Cerro Plomo.
Rubi Property, Chile
The Rubi copper property in northern Chile, covering 12,900 hectares, is strategically located 22
km southwest of, and adjacent to, El Salvador, one of Chile’s giant porphyry-copper producing
districts, operated by Codelco, the Chilean state mining company. The Rubi property, was
staked in December 2006 and in 2008 was enlarged, and is located in the Eocene-Oligocene
metallogenic belt which hosts some of the world’s largest porphyry-copper deposits. During
2008, Mirasol consolidated its mineral land position at Rubi and conducted additional detailed
mapping, sampling and re-interpretation of the area’s geology. An altered and leached lithocap
returned copper and gold anomalies in surface and stream sediment samples and indicate the
potential for a porphyry copper (gold) system to exist. (News release dated June 12, 2007).
During the year, the Rubi property was brought through "mensura", the most secure mineral
property stage.
Other Properties
Mirasol holds a number of early stage exploration properties which are prospective for gold
and/or silver mineralization in southern Argentina and northern Chile.
Mirasol’s Results of Operations
For the Year Ended June 30, 2012 as compared to the Year Ended June 30, 2011
The Company’s net loss for the year ended June 30, 2012 was $16,142,997 or $0.40 per share
compared to a net loss of $12,734,165 or $0.35 per share for the year ended June 30, 2011, an
increase in loss of $3,408,832.
Total operating expenses for the year ended June 30, 2012 were $15,973,068 compared to
$12,608,421 in 2011, an increase of $3,364,647. The increase is primarily due to an increase in
exploration costs ($11,599,329 in the fiscal 2012 compared to $5,843,196 during fiscal 2011)
due to the Company’s increased focus on it Virginia and Claudia properties in Argentina and
Gorbea and Cindy projects in Chile. Professional fees also increased by $141,027 ($325,528
during fiscal 2012 as compared to $184,501) due to additional accounting and auditing costs
incurred for the transition of the Company’s accounting records from Canadian Generally
Accepted Accounting Principles (“Canadian GAAP”) to IFRS.
8
The above increase was offset by a decrease in share-based payments expense of $2,562,329
($3,345,027 during the year ended June 30, 2012 compared to $5,907,356 during fiscal 2011)
due to additional stock option grants in the prior year.
All other costs remained consistent with those incurred during the year ended June 30, 2011.
For the Three Month Period Ended June 30, 2012 (“Current Quarter”) as compared to the
Three Months Ended June 30, 2011 (“Comparative Quarter”)
The Company’s net loss for the three months ended June 30, 2012 was $3,537,826 or $0.08
per share compared to a net loss of $4,836,301 or $0.13 per share for the Comparative Quarter,
a decrease in loss of $1,298,475.
Total operating expenses for the Current Quarter were $3,566,229 compared to $4,968,793 for
the Comparative Quarter, a decrease of $1,402,564. The decrease in costs is primarily due to
the decrease in share-based payments expense of $1,467,477 ($Nil during the three months
ended June 30, 2012 compared to $1,467,477 for the same period ended June 30, 2011). The
costs during the comparative quarter pertained to vesting of incentive stock options granted
previously and recording of relevant expense in the Comparative Quarter. The incentive stock
options granted during fiscal 2012 had vested completely before the Current Quarter.
All other operating costs remained relatively consistent with those incurred during the three
month period ended June 30, 2011.
The decrease in the operating costs was offset by a decrease in the Company’s gain from other
items of $104,089 pertaining primarily to a lower foreign exchange gain in the Current Quarter.
Selected Annual Information
The following table sets out selected annual financial information of the Company and is derived
from the Company’s audited consolidated financial statements for the years ended June 30,
2012, 2011 and 2010.
2012
2011
2010**
Sales
$
- $
- $
-
Loss for the Period
$ (16,142,997) $ (12,734,165) $
(2,227,798)
Loss per Share - Basic and Diluted $
(0.40) $
(0.35) $
(0.07)
10,888,209 $
10,509,892 $
5,323,288
Total Assets
Total Long-term Liabilities
$
$
- $
Dividends Declared
** Prepared in accordance with Canadian GAAP.
$
NIL $
- $
NIL $
-
NIL
9
Summary of Quarterly Results
The following table sets out selected unaudited quarterly financial information of Mirasol and is
derived from unaudited quarterly consolidated financial statements prepared by management in
accordance with International Accounting Standard (“IAS”) 34 and accounting policy consistent
with IFRS.
Period
4th Quarter 2012
3rd Quarter 2012
2nd Quarter 2012
1st Quarter 2012
4th Quarter 2011
3rd Quarter 2011
2nd Quarter 2011
1st Quarter 2011
Revenues
$
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Loss from
Continued
Operations and
Net Loss
$
(3,537,826)
(4,697,002)
(3,971,464)
(3,936,705)
(4,836,301)
(4,092,807)
(3,249,915)
(555,142)
Basic and Fully Diluted
Loss per Share from
Continued Operations
and Net Loss
$
(0.08)
(0.11)
(0.10)
(0.10)
(0.13)
(0.11)
(0.09)
(0.02)
Quarterly results will vary in accordance with the Company’s exploration and financing activities.
Liquidity
The Company’s net working capital as at June 30, 2012 was $7,070,129 compared to a net
working capital of $9,504,483 at June 30, 2011. The cash and short-term investment balance at
June 30, 2012 was $7,823,870 compared to $10,114,703 at June 30, 2011. As at June 30, 2012
current liabilities were $985,207 compared to $780,033 at June 30, 2011.
On October 24, 2012, the Company has 42,850,661 shares issued and outstanding. The
Company also has 3,680,300 stock options, 2,000,000 private placement warrants and 200,000
Underwriters’ warrants outstanding with a weighted average exercise price of $3.54, $4.30 and
$3.30, respectively.
Investing Activities
During the year ended June 30, 2012, the Company purchased surface rights overlaying the
Virginia project for cash outlay of $2,480,198, purchased short-term investments for $997,830
and also purchased exploration equipment worth $118,091. The cash outlay for purchase of
equipment totaled $140,198 during the year ended June 30, 2011. The Company’s property,
plant and equipment are principally to be used for exploration activities in Argentina and Chile.
Financing Activities
During the year ended June 30, 2012, the Company closed a bought deal private placement
with the Underwriters and issued 4,000,000 units of the Company at a price of $3.30 per unit for
an aggregate gross proceeds of $13,200,000. The Company paid the Underwriters cash
commission of $792,000 and issued 200,000 common share purchase warrants for purchase of
common shares at a price of $3.30. Total cost incurred by the Company in relation to the private
placement was $1,015,313, inclusive of the cash commission fee to the Underwriters. The
10
Company also received cash proceeds of $786,426 from exercise of certain outstanding
incentive stock options (20,000) and warrants (338,460).
During the year ended June 30, 2011, the Company received cash proceeds of $433,330 from
the exercise of 653,200 options and $2,257,016 from the exercise of 1,447,020 warrants. Also
during the year ended June 30, 2011, financing activities provided $8,704,214 from the net
proceeds received for shares issued pursuant to a private placement which closed on
December 7, 2010. Terms of the private placement were three million units priced at $3.10.
Each unit consists of one common share and one-half common share purchase warrant. One
whole warrant entitled the holder to purchase a common share of the Company for one year at
a price of $4.00 per share. All such warrants were either exercised for common shares or
expired during the year ended June 30, 2012.
Capital Resources
The Company has no operations that generate cash flow and its long term financial success is
dependent on management’s ability to discover economically viable mineral deposits. The mineral
exploration process can take many years and is subject to factors that are beyond the Company’s
control.
In order to finance the Company’s exploration programs and to cover administrative and overhead
expenses, the Company raises money through equity sales and from the exercise of convertible
securities (share purchase options and warrants). Many factors influence the Company’s ability to
raise funds, including the health of the resource market, the climate for mineral exploration
investment, the Company’s track record and the experience and calibre of its management.
With working capital of $7,070,129, the Company believes it has sufficient funds to meet its
administrative, corporate development and exploration activities over the next twelve months.
Actual funding requirements may vary from those planned due to a number of factors. The
Company believes it will be able to raise equity capital as required in the long term but
recognizes there will be risks involved that may be beyond its control.
Off-Balance Sheet Arrangements
The Company has no significant off-balance sheet arrangements.
Transactions with Related Parties
Certain of the Company’s officers and directors render services to the Company as sole
proprietors or through companies in which they are an officer, director or partner.
The following companies are related parties through association of the Company’s directors and
officers:
Miller Thomson (effective July 1, 2011)
Avisar Chartered Accountants (effective September 1, 2011) Accounting fees
Nature of transactions
Legal fees
Global Ore Discovery
Exploration costs and project
management fees
11
The Company incurred the following fees and expenses in the normal course of operations in
connection with related parties. Expenses have been measured at the exchange amount which
is determined on a cost recovery basis.
Legal fees
Accounting fees
Exploration costs
Other operating expenses
Management fees
$
June 30,
2012
160,966 $
86,750
746,795
62,802
114,618
June 30,
2011
-
-
597,452
104,020
104,152
$
1,171,931 $
805,624
Included in accounts payable and accrued liabilities at June 30, 2012 is an amount of $95,395
(June 30, 2011 - $89,870; July 1, 2010 - $393) owing to directors and officers of the Company
and to companies where the directors and officers are principal. The amount was incurred in the
ordinary course of business, is unsecured, non-interest bearing and has no specific terms of
repayment. Repayment is expected within the next fiscal year and therefore has been classified
as a current liability in these financial statements.
The remuneration of the chief executive officer, chief financial officer, vice president of
exploration, exploration manager, and
the key
management personnel) during the years ended June 30, 2012 and 2011 were as follows:
the corporate secretary
(collectively,
Management fees (i)
Share-based payments (ii)
$
2012
289,112 $
1,736,354
2011
109,250
3,582,092
$
2,025,466
$
3,691,342
(i) Management fees of $160,192 are included in Management fees and $128,920 is included in
Exploration costs.
(ii) Share-based payments represent the expense for the years ended June 30, 2012 and 2011.
Significant Accounting Policies
The details of the Company’s accounting policies are presented in Note 3 of the Company’s
consolidated financial statements for the year ended June 30, 2012. The following policies are
considered by management to be essential to the understanding of the processes and
reasoning that go into the preparation of the Company’s financial statements and the
uncertainties that could have a bearing on its financial results.
Exploration and Evaluation Assets
The Company capitalizes the direct costs of acquiring mineral property interests. Option
payments are considered acquisition costs if the Company has the intention of exercising the
underlying option.
Exploration and evaluation costs are charged to operations in the period incurred until such time
as it has been determined that a property has economically recoverable reserves, in which case
subsequent exploration and development costs are capitalized. Exploration costs include value-
added taxes because the recoverability of these amounts is uncertain.
12
Ownership in exploration and evaluation assets involves certain interest risks due to the
difficulties of determining and obtaining clear title to claims as well as the potential for problems
arising from the frequently ambiguous conveyance history characteristics of many exploration
and evaluation assets. The Company has investigated ownership of its exploration and
evaluation assets and, to the best of its knowledge, ownership of its interests are in good
standing.
Foreign Currencies
The functional currency is the currency of the primary economic environment in which the entity
operates. The functional currency of the Company and its wholly owned subsidiaries, Mirasol
Argentina S.R.L., Minera Del Sol S.A., Australis S.A., Gran Nueva Victoria S.A., Cabo Sur S.A.,
and Minera Mirasol Chile Limitada., is the Canadian Dollar (“$”). The functional currency
determinations were conducted through an analysis of the consideration factors identified in IAS
21, the Effects of Changes in Foreign Exchange Rates (“IAS 21”).
Any transactions in currencies other than the functional currency have been translated to the
Canadian dollar in accordance with IAS 21. Transactions in currencies other than the functional
currency are recorded at the rates of exchange prevailing on dates of transactions. At the end
of each reporting period, monetary assets and liabilities that are denominated in foreign
currencies are translated at the rates prevailing at that date. Non-monetary assets and liabilities
carried at fair value that are denominated in foreign currencies are translated at rates prevailing
at the date when the fair value was determined. All gains and losses on translation of these
foreign currency transactions are included in the statements of loss and comprehensive loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.
The Company’s presentation currency is the Canadian dollar.
Significant Accounting Estimates and Judgments
(i)
Impairment: The Company assess its investments, exploration and evaluation assets and
equipment annually to determine whether any indication of impairment exists. Where an
indicator of impairment exists, a formal estimate of the recoverable amount is made, which
is considered to be the higher of the fair value less costs to sell and value in use. These
assessments require the evaluation of events and conditions that indicate impairment in
accordance with IAS 36. The Company has concluded that impairment conditions do not
exist.
(ii) Share-based compensation: The Company provides compensation benefits to its
employees, directors and officers through a stock option plan. The fair value of each
option award is estimated on the date of the grant using the Black-Scholes option pricing
model. Expected volatility is based on historical volatility of the Company’s share price.
The Company uses historical data to estimate option exercises and forfeiture rates with
the valuation model. The risk-free interest rate for the expected term of the option is
based on the yields of government bonds. Changes in these assumptions, especially the
volatility and the expected life determination could have a material impact on the
Company’s comprehensive loss for the year. When the Company determines it necessary
to modify the terms of options, the Black-Scholes option pricing model is utilized at the
date of the modification and uses the modified terms in order to calculate the incremental
change in value of the original option. The use of the option-pricing model and a change in
assumptions used within the model could result in a material impact on the Company’s
comprehensive loss for the year.
13
(iii) Warrant valuation: The Company grants warrants in conjunction with private placements
and as compensation for debt financing arrangements. The fair value of each warrant
granted is estimated on the date of the grant using the Black-Scholes option pricing model.
Expected volatility is based on historical volatility of the Company’s share price. The
Company uses historical data to estimate warrant exercises and forfeiture rates with the
valuation model. The risk-free interest rate for the expected term of the warrant is based
on the yields of government bonds. Changes in these assumptions, especially the volatility
and the expected life determination could have a material impact on the Company’s
comprehensive loss for the year.
(iv) Recovery of deferred tax assets: Judgment is required in determining whether deferred
tax assets are recognized on the statement of financial position. Deferred tax assets
require management to assess the likelihood that the Company will generate taxable
income in future periods in order to utilize recognized deferred tax assets. Estimates of
future taxable income are based on forecasted cash flows and the application of existing
tax laws in each jurisdiction.
(v) The functional currency of an entity is the currency of the primary economic environment
in which the entity operates. That of the Company and its subsidiaries was determined by
conducting an analysis of the consideration factors identified in IAS 21, The Effects of
Changes in Foreign Exchange Rates.
Transition to International Financial Reporting Standards
The Company adopted IFRS in accordance with IFRS 1, First-time Adoption of International
Financial Reporting Standards (“IFRS 1”). The first date at which IFRS was applied was July 1,
2010 (“Transition Date”) and the year ended June 30, 2012 is the Company’s first annual
reporting period under IFRS. IFRS 1 provides for certain mandatory exceptions and optional
exemptions for first time adopters of IFRS.
IFRS 1 First-time Adoption of International Financial Reporting Standards sets forth guidance
for the initial adoption of IFRS. Under IFRS 1 the standards are applied retrospectively at the
transitional statement of financial position date with all adjustments to assets and liabilities taken
to deficit unless certain exemptions are applied. The Company has applied the following
optional exemptions to its opening statement of financial position dated July 1, 2010:
(i) IFRS 3 - Business Combinations
IFRS 1 indicates that a first-time adopter may elect not to apply IFRS 3 Business
Combinations retrospectively to business combinations that occurred before the date of
transition to IFRS. The Company has taken advantage of this election and will apply
IFRS 3 to business combinations that occur on or after July 1, 2010.
(ii) IFRS 2 – Share-based Payments
IFRS 1 encourages, but does not require, first-time adopters to apply IFRS 2 Share-
based Payments to equity instruments that were granted on or before November 7,
2002, or equity instruments that were granted subsequent to November 7, 2002 and
vested before the later of the date of transition to IFRS and January 1, 2005. The
Company has elected not to apply IFRS 2 to awards that were granted prior to
November 7, 2002.
14
IFRS 1 also outlines specific guidelines that a first-time adopter must adhere to under certain
circumstances. The Company has applied the following guidelines to its opening statement of
financial position dated July 1, 2010:
(i) Estimates
In accordance with IFRS 1, an entity’s estimates under IFRS at the date of transition to
IFRS must be consistent with estimates made for the same date under previous GAAP,
unless there is objective evidence that those estimates were in error. The Company’s
IFRS estimates as of July 1, 2010 are consistent with its Canadian GAAP estimates for
the same date.
IFRS employs a conceptual framework that is similar to Canadian GAAP. However, significant
differences exist in certain matters of recognition, measurement and disclosure. While adoption
of IFRS did not have any impact on the Company’s equity and cash flows from operating,
investing and financing activities as at July 1, 2010 and June 30, 2011 it has resulted in
changes to the Company’s reported results of operations.
In order to allow the users of the financial statements to better understand these changes, the
Company’s Canadian GAAP statements of loss and comprehensive loss for the year ended
June 30, 2011 have been reconciled to IFRS in Note 12 of the Company’s consolidated financial
statements for the year ended June 30, 2012.
Recent Accounting Pronouncements
Certain new standards, interpretations, amendments and improvements to existing standards
were issued by the International Accounting Standards Board (“IASB”) or International Financial
Reporting Interpretations Committee (“IFRIC”). The Standards impacted that are applicable to
the Company are as follows:
a)
IFRS 7, Financial Instrument: Disclosures (“IFRS 7”), Offsetting Financial Assets and
Financial Liabilities, was amended by the IASB in 2011 to require information about all
recognized financial instruments that are set off in accordance with paragraph 42 of IAS 32
“Financial Instruments: Presentation”.
The amendments also require disclosure of information about recognized financial
instruments subject to enforceable master netting arrangements and similar agreements
even if they are not set off under IAS 32. The IASB believes that these disclosures will allow
financial statement users to evaluate the effect or potential effect of netting arrangements,
including rights of set-off associated with an entity's recognized financial assets and
recognized financial liabilities, on the entity's financial position. The amended standard is
effective for annual periods beginning on or after January 1, 2013. The Company is currently
evaluating the impact of this standard.
b)
IFRS 9, Financial Instruments (“IFRS 9”) was issued by IASB in October 2010 and will
replace IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9
uses a single approach to determine whether a financial asset is measured at amortized
cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on
how an entity manages its financial instruments in the context of its business model and the
contractual cash flow characteristics of the financial assets. There are two measurement
categories: amortized cost and fair value. All equity instruments are measured at fair value.
A debt instrument is at amortized cost only if the entity is holding it to collect contractual
15
cash flows and the cash flows represent principal and interest. Otherwise it is at fair value
through profit or loss.
In December 2011, the effective date of IFRS 9 was deferred to years beginning on or after
January 1, 2015. The Company is currently evaluating the impact of this standard.
IFRS 10, Consolidated Financial Statements (“IFRS 10”), was issued in May 2011 and will
supersede the consolidation requirements in SIC-12, Consolidation – Special Purpose
Entities (“SIC-12”), and IAS 27 (2008), Consolidated and Separate Financial Statements
(“IAS 27”), effective for annual periods beginning on or after January 1, 2013, with early
application permitted. IFRS 10 builds on existing principles by identifying the concept of
control as a determining factor in whether an entity should be included within the
consolidated financial statements of the parent company. The standard also provides
additional guidance to assist in the determination of control where this is difficult to assess.
The Standard is not expected to have an impact on the Company in its current form.
IFRS 11, Joint Arrangements (“IFRS 11”), was issued in May 2011 and will supersede
existing IAS 31, Joint Ventures (“IAS 31”) effective for annual periods beginning on or after
January 1, 2013, with early application permitted. IFRS 11 provides for the accounting of
joint arrangements by focusing on the rights and obligations of the arrangement, rather than
its legal form (as is currently the case). The Standard also eliminates the option to account
for jointly controlled entities using the proportionate consolidation method. The Standard is
not expected to have an impact on the Company in its current form.
IFRS 12, Disclosure of Interests in Other Entities (“IFRS 12”), was issued in May 2011 and
is a new and comprehensive standard on disclosure requirements for all forms of interest in
other entities, including subsidiaries, joint arrangements, associates and unconsolidated
structured entities. IFRS 12 is effective for annual periods beginning on or after January 1,
2013 with earlier application permitted. The Standard is not expected to have an impact on
the Company in its current form.
IFRS 13, Fair Value Measurements (“IFRS 13”) was issued in May 2011 and sets out, in a
single IFRS, a framework for measuring fair value. IFRS 13 defines fair value as the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. This definition of fair value
emphasizes that fair value is a market-based measurement, not an entity specific
measurement. In addition, IFRS 13 also requires specific disclosures about fair value
measurement. IFRS 13 is effective for annual periods beginning on or after January 1, 2013,
with earlier application permitted. The Company is currently assessing the impact of this
Standard.
IAS 1, Presentation of Items of Other Comprehensive Income (“OCI”) (“IAS 1”), was revised
in June 2011 to change the disclosure of items presented in OCI, including a requirement to
separate items presented in OCI into two groups based on whether or not they may be
recycled to profit or loss in the future. The revision is effective for annual periods beginning
on or after July 1, 2012 with early application permitted. The Standard is not expected to
have an impact on the Company in its current form.
IAS 27, Separate Financial Statements (“IAS 27”), as amended in 2011, is the standard to
be applied in accounting for investments in subsidiaries, joint ventures, and associates when
an entity elects, or is required by local regulations, to present separate (non-consolidated)
financial statements. IAS 27 (2011) supersedes IAS 27 (2008) and carries forward the
existing accounting and disclosure requirements for separate financial statements, with
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c)
d)
e)
f)
g)
h)
some minor clarifications. The amended standard is effective for annual periods beginning
on or after January 1, 2013. The Company is currently assessing the impact of this
Standard.
i)
IAS 28, Investments in Associates and Joint Ventures (“IAS 28”), as amended in 2011,
supersedes IAS 28 “Investments in Associates” and prescribes the accounting for
investments in associates and sets out the requirements for the application of the equity
method when accounting for investments in associates and joint ventures. The Standard
defines 'significant influence' and provides guidance on how the equity method of accounting
is to be applied (including exemptions from applying the equity method in some cases). It
also prescribes how investments in associates and joint ventures should be tested for
impairment. The amended standard is effective for annual periods beginning on or after
January 1, 2013. The Company is currently assessing the impact of this Standard.
j)
The IASB amended IAS 32, “Financial Instruments: Presentation” to clarify certain aspects
because of diversity in application of the requirements on offsetting, focused on four main
areas:
the meaning of 'currently has a legally enforceable right of set-off;
the application of simultaneous realization and settlement;
the offsetting of collateral amounts; and
the unit of account for applying the offsetting requirements.
The amended standard is effective for annual periods beginning on or after January 1, 2014.
The standard is not expected to have an impact on the Company in its current form.
k)
IFRIC 20, Stripping Costs in the Production Phase of a Mine (“IFRIC 20”) was issued in
October 2011. This interpretation provides guidance on the accounting for the costs of
stripping activity in the production phase when two benefits accrue to the entity: usable ore
that can be used to produce inventory and improved access to further quantities of
material that will be mined in future periods. IFRIC 20 is applicable for annual periods
beginning on or after January 1, 2013 with early adoption permitted. The Standard is not
expected to have an impact on the Company in its current form.
Management of Financial Risk
The Company’s financial instruments are exposed to certain financial risks. The risk exposures
and the impact on the Company's financial instruments are summarized below.
i.
Currency risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange
rates. The Company operates in Canada, Argentina and Chile and a portion of its
expenses are incurred in United States (“US”), Australian dollars and in Argentine and
Chilean Pesos. A significant change in the currency exchange rates between the US and
Australian dollar relative to the Canadian dollar and the Argentine and Chilean Peso to the
Canadian dollar could have an effect on the Company’s results of operations, financial
position or cash flows. The Company has not hedged its exposure to currency fluctuations.
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At June 30, 2012, the Company is exposed to currency risk through the following assets
and liabilities denominated in US and Australian dollars and Argentine and Chilean Pesos:
Cash and cash equivalents
Accounts receivable
Accounts payable and accrued
liabilities
US
Dollars
750,356
19,680
Australian
Dollars
-
-
Argentine
Peso
4,140,902
698,257
Chilean
Peso
21,004,358
9,386,930
(92,449)
(51,582)
(2,613,593)
(45,707,389)
Based on the above net exposures as at June 30, 2012, and assuming that all other
variables remain constant, a 10% depreciation or appreciation of the Canadian dollar
against the US and Australian dollar would result in an increase/decrease of $69,053 and
$5,381, respectively in the Company’s net loss. Likewise, a 10% depreciation or
appreciation of the Canadian dollar against the Argentine and Chilean Peso would result in
an increase/decrease of $50,142 and $3,108, respectively in the Company’s net loss.
ii.
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 Company’s cash is held through large Canadian financial institutions. The Company’s
receivables consist of harmonized sales tax due from the Federal Government of Canada.
Management believes that credit risk concentration with respect to receivable is remote.
iii.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as
they fall due. The Company manages liquidity risk through the management of its capital
structure and financial leverage as outlined above. As at June 30, 2012, the Company’s
financial liabilities consist of accounts payable and accrued liabilities totalling $985,207,
which are expected to be paid within 90 days. Management believes the Company has
sufficient funds to meet its liabilities as they become due.
iv.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The risk that the Company will
realize a loss as a result of a decline in the fair value of the short-term investments
included in cash is limited because these investments are generally held to maturity.
v.
Commodity price risk
The Company is exposed to price risk with respect to commodity prices. The Company
closely monitors commodity prices to determine the appropriate course of action to be
taken by the Company.
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Capital Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to
continue as a going concern in order to pursue the development of its exploration and
evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital
at an acceptable risk. In the management of capital, the Company includes the components of
equity.
The Company manages the capital structure and makes adjustments to it in light of changes in
economic conditions and the risk characteristics of the underlying assets. To maintain or adjust
the capital structure, the Company may attempt to issue new shares, acquire or dispose of
assets, enter into joint ventures or obtain debt financing. In order to facilitate the management
of its capital requirements, the Company prepares annual expenditure budgets that are updated
as necessary depending on various factors, including successful capital deployment and
general industry conditions.
In order to maximize ongoing development efforts, the Company does not pay out dividends.
The Company’s investment policy is to invest its cash in highly liquid short-term interest-bearing
investments with maturities of six months or less from the original date of acquisition, selected
with regards to the expected timing of expenditures from continuing operations. The Company is
not subject to externally imposed capital requirements.
Additional Disclosure for Venture Issuers without Significant Revenue
Additional disclosure concerning Mirasol’s operating expenses and exploration and evaluation
costs is provided in the Company’s Consolidated Statements of Loss and Comprehensive Loss
and in Note 7 of the consolidated financial statements for the year ended June 30, 2012 that is
available on Mirasol’s website at www.mirasolresources.com or on its SEDAR company page
accessed through www.sedar.com.
Approval
The Audit Committee of the Company has approved the disclosure contained in this MD&A.
Additional Information
Additional information relating to Mirasol is available on SEDAR at www.sedar.com and on the
Company’s website at www.mirasolresources.com.
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