Highly prospective exploration company

Resource projects cover more than 1,713 km2 in three provinces at various stages, including the following: hematite magnetite iron formations, titaniferous magnetite & hematite, nickel/copper/PGM, chromite, Volcanogenic Massive and gold.

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Message: SEDAR - Notes 4+5+6+7 - Third Quarter Financials

As follows are Notes Four, Five, Six, and Seven to the Third Quarter Financials of 31 January 2014 (with minor formatting edits for readability). The Financial report is a separate document from the Management Discussion and Analysis. Fancamp submitted both documents yesterday.

NOTE 4 – ADVANCE TO THE MAGPIE MINES INC.

The amount of $773,102 (2012 - $307,602) due from The Magpie Mines Inc. is unsecured, non-interest bearing and is due on demand. Two directors of the Company are directors of The Magpie Mines Inc.

Also see Note 6.

NOTE 5 – MARKETABLE SECURITIES

The Company has investments in marketable securities which have been classified as available for sale.

January 31 2014 <--> (January 31 2013) at fair market value

Current

2014 $623,500 -- Lamelee Iron Ore Ltd. -- 2013 $0
2014 $363,875 -- Champion Iron Mines Ltd. -- 2013 $0
2014 $0 -- Diadem Resources Ltd. -- 2013 $71
2014 $75 -- Iconic Minerals Inc. -- 2013 $275
2014 $1,250 -- RT Minerals Inc. -- 2013 $2,500
2014 $3,900,000 -- Argex Titanium Inc. -- 2013 $11,700,000
2014 $5,192 -- St-George Platinum and Base Metals Inc. -- 2013 $11,250

Long Term

2014 $5,611,500 -- Lamelee Iron Ore Inc. -- 2013 $0
2014 $4,970,000 -- Champion Iron Mines Ltd. -- 2013 $0

Total Current and Long Term

2014 $15,475,392 -- 2013 $11,714,096

The difference between the fair value and the cost of marketable securities has been recorded in accumulated other comprehensive income (net of taxes).

Lamelee Iron Ore Ltd.

On December 13, 2013, the Company completed the transaction to transfer its 100% interest in the Lac Lamelee property (the “Project”) in consideration for the issuance by Gimus Resources Inc. (“Gimus”) of 43,000,000 common shares to Fancamp at a deemed price of $0.10 per share and the grant of an additional royalty corresponding to 1.5% of the net sales price of minerals extracted from the Project, of which 0.5% may be bought back for $1,500,000. Gimus will assume an existing 1.5% NSR Royalty on the Project, which is payable to The Sheridan Platinum Group Ltd. (“SPG”), of which 0.5% may be bought back for $1,500,000, subject to the payment by Fancamp, to the exoneration of Gimus, of yearly advance royalty payments for an aggregate amount of $500,000.

Champion Iron Mines Limited (“Champion”) waived the exercise of its right of first refusal with respect to the transfer of the Project in consideration for the issuance by Gimus of 2,000,000 common shares to Champion at a deemed price of $0.10 per share and the issuance by Fancamp of 4,000,000 common shares of its capital stock at a deemed price of $0.05 per share.

In connection with the closing of this transaction, Gimus changed its name to Lamelee Iron Ore Ltd.

The quoted market price of the shares of Lamelee Iron Ore Ltd. was $0.145 as at January 31, 2014.

Champion Iron Mines Ltd.

The Company held 1,025,000 shares of Champion Iron Mines Ltd. (previously Champion Minerals Inc., “Champion”), pursuant to an option agreement as of April 30, 2012. As a result of Fancamp’s disposition of its 17.5% interest in the Fermont property, Fancamp received 14,000,000 common shares and 7,000,000 non-transferable warrants of Champion. Each warrant entitles Fancamp to purchase one common share of Champion at a price of $3.00 per share at any time between two and a half and three years after the date of issue, subject to acceleration in certain circumstances. The shares and warrants of Champion are subject to a four-month regulatory hold period and to six-year voluntary restriction on transfer, subject to the consent of Champion. As result the 14,000,000 common shares and 7,000,000 warrants of Champion have been classified as long term marketable securities.

As at January 31, 2014, the Company holds 15,025,000 common shares and 7,000,000 warrants. The quoted market price of the shares of Champion was $0.355 as at January 31, 2014 (2013 - $0.58). The fair value of the above warrants received are estimated to be $Nil and $Nil on the date of the grant and the date of the year end.

Diadem Exploration Inc.

The Company holds a 100% interest in 1,584 common shares and a 50% interest in 11,017 common shares. The Company has written down the value of these shares to $ Nil.

Iconic Minerals Inc.

The Company received 50,000 common shares of Bonaventure Enterprises Inc. pursuant to an option agreement to sell its 50% interest in the Baie Comeau property. In February, 2011 the shareholders of Bonaventure approved a name change to Iconic Minerals Inc. and the consolidation of outstanding shares on a ten old for one new share basis. As a consequence, the Company now holds 5,000 shares of Iconic Minerals Inc. The quoted market price of the shares of Iconic Minerals Inc. was $0.015 as at January 31, 2014 (2013 - $0.055).

RT Minerals Inc.

The Company received 250,000 common shares of RT Minerals Inc. pursuant to an option agreement to sell its 50% interest in the Godbout claims, part of the Baie Comeau property. On December 17, 2013, the shares of RT Minerals Inc. were consolidated on a 12 to 1 basis. As a consequence, the Company now holds 20,833 shares. The quoted market price of the shares of RT Minerals Inc. was $0.06 as at January 31, 2014 (2013 - $0.01).

Argex Titanium Inc.

The Company received 1,500,000 redeemable face value fully paid non-assessable shares of 7013833 Canada Inc., pursuant to an option agreement to sell its 100% interest in the Lac La Blache property. The preferred shares are secured by the property and will pay a 5% annual dividend.

The Company received a further 750,000 redeemable face value fully paid non-assessable shares of 7013833 Canada Inc., pursuant to an option agreement to sell its 50% interest in the Hanna/Consolidated Morrison properties. The preferred shares are secured by the property and will pay a 5% annual dividend.

On February 23, 2009, Argex Silver Capital Inc. (“Argex”) entered into an acquisition agreement to acquire all of the assets of 7013833 Canada Inc. As per this agreement and the subsequent qualifying transaction, the preferred shares have a redeemable face value of $1.00 per preferred share. The qualifying transaction was filed by Argex on May 11, 2009 whereby the total redeemable face value of the preferred shares will be convertible into common shares of Argex at the fair value price of Argex.

On October 30, 2009, Argex Silver Capital Inc. completed its qualifying transaction by way of acquisition of the assets of 7013833 Canada Inc. As a result, the Company has received 9,000,000 common shares of Argex Silver Capital Inc. in exchange for its 2,250,000 preferred shares of 7013833 Canada Inc. The Company subsequently changed its name to Argex Titanium Inc.

The Company disposed 3,000,000 of Argex shares at a price of $0.70 per share on July 17, 2013, for total proceeds of $2,100,000, which was treated as adjusting event after the reporting period for the prior year end. As a result, the fair value of the 3,000,000 Argex shares was adjusted to the extent of the disposition proceeds received in the financial statements as of April 30, 2013.

The 6,000,000 of Argex’s shares were subject to an escrow agreement which expired November 6, 2013.

The quoted market price of the shares of Argex was $0.65 as at January 31, 2014 (2013 - $1.30).

St-George Platinum and Base Metals Inc. (“St-George”)

The Company received 1,125,000 common shares of St-George Minerals Ltd., a public company, pursuant to an option agreement to sell its 50% interest in the Villebon claims.

On December 10, 2009, St-Georges Platinum and Base Metals Ltd. (“SX”) entered into an acquisition agreement to acquire the properties of St-George Minerals Ltd. (“SGM”) whereby the shares of SX will be dividended to the shareholders of SGM whereby each holder of a share of SGM will receive 2 shares of SX. As a result, the Company has received a total of 2,250,000 common shares of SX. Subsequently, the shares were exchanged on a 2 for 1 basis. On April 22, 2013, St-George completed a consolidation of its shares on the basis of one (1) new shares common share for every six point five (6.5) common shares held, as a result, the Company total of 173,076 common shares of SX as of April 30, 2013.

The quoted market price of the shares of SX was $0.03 as at January 31, 2013 (2013 - $0.01).

NOTE 6 – INVESTMENTS IN ASSOCIATES

The following is a summary of the investment in associates for the periods ended January 31, 2014 and 2013:

2014 $934,199 -- The Magpie Mines Inc. -- 2013 $934,199
2014 $0 -- Fermont Iron Ore and Champion Iron Mines Inc. -- 2013 $13,100,450

Balance as of January 31
2014 $934,199 -- 2013 $14,034,649

The Magpie Mines Inc. (“The Magpie”)

During the fiscal year 2008, the Company received 50% of the 54,921,962 common shares of The Magpie Mines Inc. (“Magpie”) in consideration for its 50% ownership interest in the Magpie property. The Company recorded the cost of 27,460,981 common shares of The Magpie Mines Inc. at $10,446 as the cost incurred on the Magpie property. The Company’s original 50% equity stake has been and may be further diluted based on share capital financings that were carried out in The Magpie Mines Inc. for ongoing funding of the Magpie property. In 2011 an equity loss of $103,469 was recorded. On May 19, 2011, Magpie completed a flow-through financing whereby Magpie raised gross proceeds of $3,234,500 by issuing 4,706,428 common shares. As a result of the transaction, the Company’s interest in Magpie was reduced to 46.72% and the Company recorded a dilution gain of $934,199. During the year ended April 30, 2013, Magpie was fairly inactive, and the Company recorded $nil equity loss.

Fermont Iron Ore and Champion Iron Mines Inc. (“Champion”)

During the fiscal year 2011, the Company entered into an agreement with Champion to jointly operate on the Fermont property. Pursuant to an option agreement signed on May 21, 2008, Champion may acquire up to 65% interests in 551 Fermont claims jointly held by Sheridan Platinum Group (“Sheridan”) and Fancamp by:

(i) making cash payments totaling $1,000,000 over 4 years (paid),
(ii) issuing 2,500,000 common shares over 4 years (issued),
(iii) spending a total of $6,000,000 in staged exploration and development work over 4 years (completed).

After earning its 65% interest, Champion will have the option of acquiring a further 5% interest by producing a bankable feasibility study and issuing a further 500,000 common shares. Champion has to pay 3% Net Smelter Returns royalty, one third of which may be acquired for $3,000,000.

On May 13, 2009, the option agreement was amended to include additional Fermont iron properties for the issuance of an additional 400,000 common shares (issued).

In June 2010, Champion has earned the 65% interests by fulfilling the above. In addition, Champion also acquired an additional 17.5% interest from Sheridan, for a total ownership of 82.5%.

Due to Champion having control over the Fermont joint venture while Fancamp has significant influence in the project, Fancamp has accounted for the joint venture using the equity method and recognized $7,541,510 as investment in associates as of April 30, 2012. The Company did not record any equity pick-up as the amount is not material.

The completion of the acquisition by Champion of Fancamp’s 17.5% joint venture interest in the Fermont Properties in the Fermont iron ore district in north-eastern Quebec was announced on May 18, 2012. The acquisition was paid for by Champion issuing 14,000,000 common shares and 7,000,000 nontransferable warrants to Fancamp. The fair value of 14,000,000 common shares and 7,000,000 warrant of Champion as of May 17, 2012 is $13,020,000 and the total cost of Fermont joint venture is $10,076,515.

As a result, the Company has recorded a gain of $2,943,484 from the disposition. As a result of the acquisition, Champion now owns a 100% interest in the Fermont Properties and Champion and Fancamp terminated their joint venture relating to the Fermont Properties. Fancamp continues to retain its 50% interest in the 3% royalty on the iron production from the Fermont Properties.

In connection with the acquisition, Fancamp has obtained from Champion a permanent and irrevocable waiver of Champion’s right to buy-down one-third of Fancamp’s 50% interest in the 3% royalty, which represents a 0.5% royalty interest. For this waiver, Fancamp paid $2 million to Champion. As a result, Champion retains its right to buy-down, from a third party, the royalty from 3% to 2.5%.

NOTE 7 – EXPLORATION AND EVALUATION ASSETS

The Company’s active mineral exploration properties interests are detailed below and in Schedule I

Summary of Deferred Costs on Exploration and Evaluation Assets.

(a) 100% owned claims in the Province of New Brunswick

Nason Brook claims

The Company has a 100% ownership in 2 claims.

(b) 100% owned claims in the Province of Quebec

The Company has a 100% ownership interest in numerous claims in the Province of Quebec, including the Abitibi Group, Gaspe Bay Group, Frotet Trolius, Ditton, Notre Dame De Bois, NE Applachia, Clinton/Namex, North Megantic and Portage Lake properties. Certain of the properties are subject to the following royalties or option agreements.

Lemoine Township claims

The Lemoine claims are subject to a royalty interest of 1.5% of net smelter returns, of which the Company may retire 1% net smelter returns by the payment of $1,000,000.

Lac La Blache claims

The Lac La Blache claims are subject to a royalty interest of 2.0% of net smelter returns, rising to 4% two years following production. The Company also receives an annual advance royalty payment of $100,000.

Beauce claims

The Company earned a 100% interest in 32 mineral claims which are subject to a royalty interest of 1.5% net smelter return, of which the Company may retire 1% net smelter returns by the payment of $1,000,000. The Company currently holds a total of 506 claim units, including those that were acquired by staking.

Clinton claims

In December 2009, the Company entered into an option agreement to acquire 117 claim units located in Southern Quebec, near the Maine border. The Company has earned a 100% interest in these claims by:

(i) paying a total of $100,000 to the Optionor over three years (paid)
(ii) issuing a total of 500,000 common shares over three years (issued)
(ii) spending $950,000 on exploration and development over three years (incurred)

The Optionor retains a 2% NSR of which 1% may be bought back for $1,000,000.

The Company currently holds 223 claim units, including those that were acquired by staking.

Stoke Mountain

In December 2009, the Company entered into an option agreement to acquire 44 claim units located in the Eastern Townships of Quebec. The Company has earned a 100% interest by:

(i) paying a total of $65,000 to the Optionor over three years (paid)
(ii) issuing a total of 275,000 common shares over three years (issued)
(iii) spending $600,000 on exploration and development over three years (incurred)

The Optionor will retain a 2% NSR, of which 1% may be bought back for $1,000,000.

The Company currently holds 252 claim units, including those that were acquired by staking.

Lac Lamelee Property claims

In February 2011, the Company entered into a purchase agreement to acquire the additional 50% interest in 29 claims, located in the Fremont district of New Quebec, through the transfer of 375,000 shares of Champion Minerals Inc. to its partner. The Company owns 100% interest these claims as at April 30, 2012.

The Vendor will retain a 1.5% NSR, of which 0.5% may be bought back for $1,500,000. An advance royalty of $100,000 per annum will be paid to the Vendor. Champion Iron Mines Ltd. retains a right of first refusal over Fancamp’s interest in this property.

On December 20, 2013, the Company completed the sale of the Lac Lamelee property to Lamelee Iron Ore Ltd. (formerly Gimus Resources Inc.) See Note 5 – Marketable Securities.

MTK Property claims

In December, 2012, the Company entered into an option agreement to acquire 48 claim units located in the Chapais district of Quebec. To earn a 100% interest in these claims the Company will:

(i) pay a total of $80,000 to the Optionors over three years ($35,000 paid)
(ii) issue a total of 550,000 common shares over three years (200,000 issued)

The Optionors will retain a 1.5% NSR of which 1% may be bought back for $1,000,000.

Phoenix Property claims

In December, 2012, the Company entered into an option agreement to acquire 31 claim units located in the Chapais district of Quebec. To earn a 100% interest in these claims the Company will:

(i) pay a total of $280,000 over four years ($25,000 paid)
(ii) issue a total of 1,300,000 common shares over four years (100,000 issued)
(iii) spend $2,100,000 on exploration and development over four years ($87,516 incurred

The Optionors will retain a 1.5% NSR of which 0.75% may be bought back for $1,000,000

(c) 100% owned claims in the Province of Ontario

McFaulds Fancamp claims

The Company owns 100% interest in 4 claim units. The McFaulds Fancamp claims are subject to a royalty interest of 2% net smelter returns, of which the Company may retire 1.5% net smelter returns by the payment of $1,500,000.

On March 5, 2012, the Company entered into a letter of intent with Bold Ventures Inc. (“Bold”) whereby Bold can earn up to a 50% interest in the McFaulds Lake claims by making option payments totalling $1,500,000 and spending $8,000,000 on exploration over a three year period, commencing on the execution of a memorandum of understanding or other necessary agreements from local First Nation groups. Bold has the right to elect to earn a further 10% interest by delivering a positive feasibility study and making a further $700,000 option payment.

Further to the letter of intent, the Earn-in Option Agreement was signed May 7, 2012. On October 31, 2012, a Memorandum of Understanding between Bold Ventures Inc. and Marten Falls First Nation was signed.

On January 14, 2013, the Company announced the signing of an agreement (the “Amended Agreement”)
with Bold Ventures Inc. (“Bold”). The Amendment Agreement extends the terms of the original Earn-In Option Agreement, giving Bold two options permitting Bold to earn up to a 100% working interest in the Koper Lake Project (the “Project”). The additional two options apply for a period of 90 days following the date Bold earns its 60% interest.

In the first additional option, Bold can earn a further 20% interest in the Property by paying Fancamp $15,000,000 payable in equal installments over 3 years with half of the amount payable in cash and the balance payable, at Bold's option, through the issuance of common shares of Bold at the market price at the time the shares are issued. At that point, Fancamp would retain a 20% carried interest in the Koper Lake Project.

If the first option is exercised, Bold would then have the additional option to acquire from Fancamp the 20% carried interest in exchange for a Gross Metal Royalty ("GMR") payable to Fancamp. Execution of the additional option would result in Bold holding a 100% interest in the Koper Lake Project. The GMR would entitle Fancamp to be paid 2% of the total revenue from the sale of all metals and mineral products from the Property from the commencement of Commercial Production. Once all of the capital costs to bring the Project to the production stage have been recovered, the GMR may be scaled up to a maximum of 4% of the total revenue from the sale of all metals and mineral products from the Property contingent upon the prices of products sold from the Property.

Norway Lake claims

In 2010, the Company earned a 100% interest in 105 claim units, subject to the vendor retaining a 2% NSR of which 1% may be bought back for $500,000. The Company currently holds an additional 11 claim units which were staked in this area. These claims have been written down to a nominal value until such a time as further exploration activities are undertaken.

(d) 100% owned claims in the State of Maine

Alder Pond

On September 4, 2013, the Company entered into a 25 year lease agreement on a 4,950 acre property located in Maine, USA. To maintain the lease on this property the Company will:

(i) pay $75,000 on signing (paid) and spend $250,000 on exploration and development in year 1
(ii) pay $100,000 or spend $300,000 on exploration and development per year in years 2-10
(iii) pay $200,000 per year in years 11-25.

(e) Mineral properties interests held jointly with others

Hanna/Consolidated Morrison claims

The Hanna/Consolidated Morrision claims, held 50% by Fancamp and 50% by Sheridan Platinum Group Ltd., are subject to a royalty interest of 2.0% of net smelter returns, rising to 4% two years following production, and an annual advance royalty payment of $100,000.

Longue Pointe de Mingan claims

The Company owns a 50% interest in this 4 claim (2012 – 4 claims) property. The claims are held jointly with Sheridan Platinum Group Ltd.. These claims have been written down to a nominal value until such a time as further exploration activities are undertaken.

Dieter Lake claims

The Company owns a 50% interest in 90 claims (2012 – 90 claims) in Quebec. The claims are held jointly with Sheridan Platinum Group Ltd. These claims have been written down to a nominal value until such a time as further exploration activities are undertaken.

Desolation Lake claims

The Company owns a 92.5% interest in 30 claim blocks (2012 – 30 claims) in Ontario, and the balance of the claims is held by Sheridan Platinum Group Ltd. The Company has staked 8 additional claims blocks in this area. These claims have been written down to a nominal value until such a time as further exploration activities are undertaken.

(e) Mineral property royalty interests

Fancamp Township claims

The Company holds a 10% net profits royalty on 17 mineral claims in Quebec. The cost of those mineral claims is carried at a nominal value.

Johan Beetz claims

The Company retains a 1.5% net smelter royalty for the first two years of commercial production, increasing to 2.5% thereafter. The Company is entitled to receive quarterly advance royalty payments of $12,500 commencing January 1, 2008.

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