FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of: May, 2005
Commission File Number: 0-25672
MIRAMAR MINING CORPORATION
(Translation of registrant's name into English)
#300 - 889 Harbourside Drive
North Vancouver, British Columbia
Canada V7P 3S1(
Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F [_] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ___
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ___ No ___
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MIRAMAR MINING CORPORATION
(Registrant)
By: /s/ A. David Long
A. David Long, Corporate Secretary
Dated: June 14, 2005
[LOGO] MIRAMAR MINING CORPORATION
300-889 Harbourside Drive, North Vancouver, B.C. V7P 3S1 Canada
Tel: (604) 985-2572 Fax: (604) 980-0731 Toll Free: 1-800-663-8780
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May 12, 2006 NEWS RELEASE 06-07 MAE - TSE
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MNG-AMEX
MIRAMAR REPORTS FINANCIAL RESULTS FOR FIRST QUARTER 2006
STRONG WORKING CAPITAL AT THE END OF THE FIRST QUARTER OF $61.1 MILLION
VANCOUVER -- Miramar Mining Corporation today announced its financial results
for the first quarter ended March 31, 2006. For the three months ended March 31,
2006, the Company reported a consolidated net loss of $2.1 million and ended the
quarter with consolidated working capital of $61.1 million.
During the quarter Miramar continued towards its objective of building an
intermediate gold production profile through the sequential development of the
Hope Bay greenstone belt in Nunavut. During the quarter, the Nunavut Impact
Review Board announced their positive recommendation of the Doris North project.
Miramar also announced plans to spend $30 million on Hope Bay over the year to
complete feasibility and preliminary assessments to determine the next phase of
production after the proposed Doris North Mine. During the quarter, Miramar also
announced an increase in 2005 resources over 2004 of 2.67 million ounces. The
Hope Bay project now contains an estimated 3.5 million ounces of indicated gold
resources and a further 5.5 million ounces of inferred gold resources.
FINANCIAL RESULTS
A consolidated net loss of $2.1 million or $0.01 per share compared to a loss of
$1.1 million or $0.01 per share for the same period in 2005. The increased loss
in the first quarter of 2006 resulted from an increase in stock-based
compensation which was partially offset by increased income from the sale of
other assets. Stock-based compensation increased primarily due to a higher
estimated fair value of the options granted or vested in the period. At March
31, 2006 Miramar had consolidated working capital of $61.1 million compared to
$64.3 million at December 31, 2005. In addition to working capital at March 31,
2006, Miramar had $15.0 million in cash collateral deposits for reclamation
bonds. Please see the attached financials and Managements Discussion & Analysis
for details or retrieve them from the Miramar website at www.miramarmining.com.
2006 WORK PROGRAM
Miramar plans to spend approximately $30 million at Hope Bay in 2006. The
objectives being pursued this year are:
a) to complete a feasibility study that defines development of operations
that could produce 250,000 - 300,000 ounces per year by incorporating
material from Doris Central and the upper portions of Madrid and
Boston (Phase Two); and
b) to complete initial drilling and studies to investigate whether the
northern most part of the Madrid system can support a larger scale
open pit operation potentially producing 500,000 - 750,000 ounces per
year, also incorporating high grade feed from the Doris and Boston
deposits (Large Pit Concept).
The Company will evaluate both options and will pursue the option that provides
the best return to the shareholders.
The 2006 program is based in part on a new exploration model for Hope Bay that
focuses on the geological similarities including regional faults, alteration and
mineralization with the Timmins and Larder Lake areas in Ontario; both
greenstone belts with prolific gold production over the last century. The bulk
of the program will
be directed towards resource drilling in the Madrid area with lesser drilling at
the Boston and Doris deposits. For details on the 2006 drilling program, please
refer to the news release dated April 6, 2006 on the Company's website at
www.miramarmining.com.
QUALITY ASSURANCE
The technical information in this news release has been prepared in accordance
with Canadian regulatory requirements as set out in National Instrument 43-101
and reviewed by John Wakeford, P. Geo. Vice President, Exploration for Miramar
Mining Corporation and the qualified person for the company in accordance with
NI 42-101. The analytical method for the gold analyses is gravimetric assay done
by TSL Laboratories in Saskatoon, with metallic screen assays for all samples
assaying over 20 g/t gold. Check assays are completed by ALS Chemex in North
Vancouver.
FORWARD LOOKING STATEMENTS
This press release and the attached financial disclosure contain forward-looking
statements within the meaning of the United States Private Securities Litigation
Reform Act of 1995 including, without limitation, statements relating to
Miramar's strategies, goals and objectives at the Hope Bay project and the
expected results of exploration work. Forward looking statements are statements
that are not historical facts and are generally but not always, identified by
words such as "expects," "plans," "anticipates, "believes," "intends,"
"estimates," "projects," "potential," "goal," "objective," "strategy," or
variations thereof or similar expressions or statements that events or
conditions "will," "would," "may," "could," or "should" occur.
Forward-looking statements are subject to a variety of risks and uncertainties
which could cause actual events or results to differ materially from those
reflected in the forward-looking statements, including, without limitation,
risks related to fluctuations in gold prices; uncertainties related to raising
sufficient financing in a timely manner and on acceptable terms to fund the
planned work; changes in planned work resulting from weather, logistical,
technical or other factors; the possibility that results of work will not
fulfill expectations and realize the perceived potential of the Company's
properties, and that commercially viable deposits may not be identified;
uncertainties involved in the interpretation of drilling results and other tests
and the estimation of gold reserves and resources; the possibility that required
permits may not be obtained on a timely manner or at all; the possibility that
capital and operating costs may be higher than currently estimated and may
preclude commercial development or render operations uneconomic; the possibility
that the estimated recovery rates may not be achieved; risk of accidents,
equipment breakdowns and labour disputes or other unanticipated difficulties or
interruptions; the possibility of cost overruns or unanticipated expenses in
work programs or mine closures; the risk of environmental contamination or
damage resulting from Miramar's operations and other risks and uncertainties,
including those described in this press release and the attached disclosure and
in the Miramar's Annual Report on Form 40-F for the year ended December 31, 2004
and Reports on Form 6-K filed with the Securities and Exchange Commission.
Forward-looking statements are based on the beliefs, estimates and opinions of
Miramar's management on the date the statements are made. Miramar undertakes no
obligation to update these forward-looking statements if management's beliefs,
estimates or opinions, or other factors, should change.
This news release has been authorized by the undersigned on behalf of Miramar
Mining Corporation
For further information contact:
Tony Walsh
President & CEO
Miramar Mining Corporation
Tel: (604) 985-2572 Fax: (604) 980-0731
Toll Free: 1-800-663-8780
Email: info@miramarmining.com
CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
MIRAMAR MINING CORPORATION
PERIODS ENDED MARCH 31, 2006 AND 2005
FINAL MAY 12, 2006 1
MIRAMAR MINING CORPORATION
Consolidated Balance Sheets
(Expressed in thousands of Canadian dollars)
March 31, 2006 and December 31, 2005
--------------------------------------------------------------------------------------------------
March 31, December 31,
2006 2005
(unaudited)
--------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 39,685 $ 48,723
Short term investments 27,126 20,000
Accounts receivables 1,314 1,135
Inventory 5,019 4,782
Prepaid expenses 995 355
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74,139 74,995
Power credits 1,460 1,557
Property, plant and equipment (note 3) 5,663 5,569
Mineral properties (note 4) 177,748 170,817
Cash collateral deposits 14,984 14,980
Investment in Northern Orion Explorations Ltd. 8,505 8,505
Other assets 1,296 1,574
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$ 283,795 $ 277,997
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Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities $ 6,952 4,748
Current portion of site reclamation and closure
costs (note 5) 6,100 5,947
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13,052 10,695
Deferred gain 1,460 1,557
Provision for site reclamation and closure costs (note 5) 13,407 14,536
Future income tax liability 29,310 22,801
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57,229 49,589
Shareholders' deficiency:
Share capital (note 6) 431,334 433,990
Contributed surplus 9,785 6,846
Deficit (214,553) (212,428)
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226,566 228,408
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$ 283,795 $ 277,997
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See accompanying notes to consolidated financial statements.
FINAL MAY 12, 2006 2
MIRAMAR MINING CORPORATION
Consolidated Statements of Operations and Deficit
(Expressed in thousands of Canadian dollars except for per share amounts)
For the three months ended March 31, 2006 and 2005
----------------------------------------------------------------------------------------------------
2006 2005
(unaudited) (unaudited)
----------------------------------------------------------------------------------------------------
Revenue:
Interest $ 697 $ 181
Other income 1,531 818
--------------------------------------------------------------------------------------------
2,228 999
Expenses:
Depreciation, depletion and accretion 135 358
General and administration 542 431
Salaries 433 315
Professional services 228 50
Investor relations 32 95
Interest 118 105
Stock-based compensation 2,469 875
Foreign exchange 40 --
Severances and closure 720 --
--------------------------------------------------------------------------------------------
4,717 2,229
----------------------------------------------------------------------------------------------------
Loss before undernoted (2,489) (1,230)
Equity loss -- (185)
----------------------------------------------------------------------------------------------------
Loss before income taxes (2,489) (1,415)
Income tax recovery (expense):
Current (70) 58
Future 434 220
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364 278
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Loss for the period (2,125) (1,137)
Deficit, beginning of the period (212,428) (201,437)
----------------------------------------------------------------------------------------------------
Deficit, end of the period $(214,553) $ (202,574)
----------------------------------------------------------------------------------------------------
Basic and diluted loss per share $ (0.01) $ (0.01)
Weighted average number of common shares outstanding 187,024,599 159,774,830
----------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
FINAL MAY 12, 2006 3
MIRAMAR MINING CORPORATION
Consolidated Statements of Cash Flows
(Expressed in thousands of Canadian dollars)
For the three months ended March 31, 2006 and 2005
-----------------------------------------------------------------------------------------------------------
2006 2005
(unaudited) (unaudited)
-----------------------------------------------------------------------------------------------------------
Operations:
Loss for the year $ (2,125) $ (1,137)
Items not involving cash:
Depreciation, depletion and accretion 135 358
Gain on sale of other assets 1,531 --
Write-down of assets -- 126
Equity loss -- 185
Stock-based compensation 2,469 875
Future income taxes (434) (220)
Changes in non-cash working capital:
Accounts receivable (179) 622
Inventory (237) 53
Prepaid expenses (640) (972)
Accounts payable and accrued liabilities 2,204 (2,088)
Payments made on site reclamation (1,066) (2,534)
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(1,404) (4,732)
Investments:
Expenditures on plant, equipment and deferred exploration (4,186) (2,924)
Purchase of securities -- (50)
Proceeds on sale of assets 1,808 10,077
Purchase of collateral deposits, net (4) -
Purchase of short-term investments (7,126) -
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(9,508) 7,103
Financing:
Issue of common shares for cash 1,874 (12)
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1,874 (12)
----------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (9,038) 2,359
Cash and cash equivalents, beginning of the period 48,723 30,215
----------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of the period $ 39,685 $ 32,574
----------------------------------------------------------------------------------------------------------
Supplementary information:
Income taxes paid $ 70 $ 113
Non-cash investing and financing activities:
Fair value of stock options allocated to shares issued on exercise 762 --
Stock-based compensation included in deferred exploration 1,232 615
Recognition of future income tax liabilities to mineral properties 1,651 --
----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
FINAL MAY 12, 2006 4
MIRAMAR MINING CORPORATION
Notes to Consolidated Financial Statements (unaudited)
(Tabular dollar amounts expressed in thousands of Canadian dollars)
For the three months ended March 31, 2006 and 2005
--------------------------------------------------------------------------------
1. Interim Financial Statements:
These unaudited interim consolidated financial statements of Miramar Mining
Corporation (the "Company") have been prepared in accordance with the
accounting principles and methods of application disclosed in the
consolidated financial statements for the year ended December 31, 2005.
These interim consolidated financial statements as at March 31, 2006 and
for the three months ended March 31, 2006 and 2005 are unaudited; however
they reflect all adjustments necessary for a fair presentation of the
results for the interim periods presented. Certain of the comparative
figures have been reclassified to conform to the current period
presentation.
These financial statements do not include all disclosures required by
Canadian generally accepted accounting principles for annual financial
statements and accordingly the consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes
thereto contained in the Company's annual report for the year ended
December 31, 2005.
2. Related parties:
The Company holds 8.3% of Maximus Ventures Ltd ("Maximus"), a company
related by virtue of common directors. The Company supplied services on a
cost recovery basis to Maximus totalling $nil (2005- $28,493) during the
first quarter ended March 31, 2006. Transactions with related parties are
recorded at their exchange amount which is the amount of consideration
received as established and agreed to by the Company and Maximus.
3. Property, plant and equipment:
----------------------------------------------------------------------------------------------
2006 2005
----------------------------------------------------------------------------------------------
Accumulated
depreciation Net book Net book
Cost and depletion value value
----------------------------------------------------------------------------------------------
Mine plant and equipment $ 118,008 $ 115,897 $ 2,105 $ 2,105
Exploration equipment 2,060 446 1,614 1,614
Construction in progress 1,290 -- 1,290 1,217
Computer equipment 1,370 781 589 505
Leasehold and office 537 411 126 128
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Total $ 123,425 $ 117,763 $ 5,663 $ 5,569
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FINAL MAY 12, 2006 5
MIRAMAR MINING CORPORATION
Notes to Consolidated Financial Statements (unaudited)
(Tabular dollar amounts expressed in thousands of Canadian dollars)
For the three months ended March 31, 2006
--------------------------------------------------------------------------------
4. Mineral properties:
The following is a summary of exploration and development costs incurred to
March 31, 2006 and 2005:
------------------------------------------------------------------------------------
Three months ended March 31
----------------------------------
2006 2005
Hope Bay Hope Bay and
Back River
------------------------------------------------------------------------------------
Balance, beginning of the period $ 170,817 $ 160,003
Additions:
Drilling 731 469
Sample analysis 25 22
Personnel and contracts 747 547
Stock-based compensation 1,232 615
Supplies and equipment 173 202
Other exploration costs 345 211
Title and claim management 10 290
Transportation and freight 778 414
Camp and infrastructure 267 192
Environmental and permitting 575 391
Feasibility and studies 396 105
Future income taxes on the above 1,651 --
------------------------------------------------------------------------------------
6,931 3,458
Disposition of mineral property -- (8,424)
------------------------------------------------------------------------------------
Balance, end of the period $ 177,748 $ 155,037
------------------------------------------------------------------------------------
5. Site reclamation and closure:
The following is a reconciliation of the changes in the provision for site
reclamation and closure during the period:
------------------------------------------------------------------
Balance, beginning of period $ 20,483
Site closure and reclamation costs incurred (1,066)
Accretion expense 90
------------------------------------------------------------------
Balance, end of the period $ 19,507
------------------------------------------------------------------
Allocated between:
Current portion $ 6,100
Non-current portion 13,407
------------------------------------------------------------------
$ 19,507
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FINAL MAY 12, 2006 6
MIRAMAR MINING CORPORATION
Notes to Consolidated Financial Statements (unaudited)
(Tabular dollar amounts expressed in thousands of Canadian dollars)
For the three months ended March 31, 2006
-------------------------------------------------------------------------------
6. Share capital:
(a) Authorized:
500,000,000 common shares without par value
(b) Issued:
-------------------------------------------------------------------------------------------
Common shares
-----------------------------------
Number
of shares Amount
-------------------------------------------------------------------------------------------
Balance, December 31, 2005 186,301,430 $ 433,990
Issued:
Future income tax effect of flow through shares -- (5,292)
On exercise of warrants 128,100 263
On exercise of stock options 1,110,221 2,373
-------------------------------------------------------------------------------------------
Balance March 31, 2006 187,539,751 $ 431,334
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(c) Stock options:
At March 31, 2006, the Company had stock options outstanding as
follows:
-------------------------------------------------------------------
Average
Share exercise
options price
-------------------------------------------------------------------
Outstanding December 31, 2005 7,449,684 $ 1.87
Granted 2,896,842 2.76
Exercised (1,110,221) 1.45
Forfeited or expired (12,000) 1.00
-------------------------------------------------------------------
Outstanding March 31, 2006 9,224,305 $ 2.20
-------------------------------------------------------------------
The stock-based compensation costs reflected in the consolidated
financial statements were estimated using the Black-Scholes option
pricing model with the following weighted average assumptions: a
risk-free interest rate of 3.87%, a dividend yield of 0%, an expected
volatility of 60% and expected lives of stock options of 5.0 years.
The weighted average fair value of options granted in 2006 was $1.51.
As at March 31, 2006, 8,256,305 options were fully vested and expire
as follows:
--------------------------------------------------------------------
Year Number Exercise price
--------------------------------------------------------------------
2006 955,421 $ 1.19
2007 349,000 1.22
2008 1,021,676 1.96
2009 1,891,160 2.87
2010 1,600,706 1.30
2011 2,438,342 2.80
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FINAL MAY 12, 2006 7
MIRAMAR MINING CORPORATION
Notes to Consolidated Financial Statements (unaudited)
(Tabular dollar amounts expressed in thousands of Canadian dollars)
For the three months ended March 31, 2006
-------------------------------------------------------------------------------
6. Share capital (continued):
(d) Warrants and brokers compensation options:
At March 31, 2006, the Company had warrants and brokers' compensation
options outstanding and exercisable as follows:
---------------------------------------------------------------------
Average
Warrants and exercise
options price
---------------------------------------------------------------------
Outstanding December 31, 2005 18,866,000 $ 2.74
Granted -- --
Exercised (128,100) 2.05
---------------------------------------------------------------------
Outstanding March 31, 2006 18,737,900 $ 2.74
---------------------------------------------------------------------
7. Financial instruments:
The fair value of other assets and the fair value based on the quoted
market value of the investment in Sherwood Copper Corporation ("Sherwood")
at March 31, 2006 are as follows:
-------------------------------------------------------------------------
Carrying Fair value
value
-------------------------------------------------------------------------
Investment in Sherwood $ -- $ 8,969
Other investments 37 1,541
-------------------------------------------------------------------------
FINAL MAY 12, 2006 8
MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
This Management's Discussion and Analysis ("MD&A") provides an analysis of the
financial results of Miramar Mining Corporation (the "Company") for the three
months ended March 31, 2006 and compares them with the same period in the
previous year. In order to better understand the MD&A, it should be read in
conjunction with the annual consolidated financial statements and related notes.
The Company's consolidated financial statements are prepared in accordance with
Canadian generally accepted accounting principles ("GAAP") and expressed in
thousands of Canadian dollars, except per share amounts. This MD&A is dated as
of May 12, 2006. All amounts are expressed in Canadian dollars, except as
otherwise indicated.
OVERVIEW
The Company's mining and exploration assets are primarily gold assets in the
Canadian Arctic. The Company has developed considerable experience in
operations, exploration and logistics in the Canadian Arctic where the Company
has focused its activities for more than ten years. In 2004, the Company
determined that gold production was no longer economically viable at its Con and
Giant mines in Yellowknife, Northwest Territories and terminated all mining
activities. Since then, the Company's business is focused on the exploration and
development of the Hope Bay gold mineral project in Nunavut. The Hope Bay
project is 100% owned by the Company, extends over 1,000 square kilometers and
the Company believes the property encompasses one the most prospective
undeveloped greenstone belts in Canada. The belt contains a number of
significant gold deposits including the Doris North Project which is anticipated
to become the first new gold mine in Nunavut.
The Company's goal is to become an intermediate gold producer through the phased
development of the Hope Bay gold project as follows:
Phase 1: Short-term: Development of a small scale, high return gold
mine at Doris North to commence production as expeditiously
as possible, with the objective of generating significant
cash flow, after capital payback, to advance the subsequent
phases while minimizing equity dilution. Doris North is
anticipated to produce 155,000 ounces of gold per year for
two years.
Phase 2: Medium-term: To extend and expand potential production
levels by developing the higher grade, readily accessible
upper portions of the Boston, Doris Central and Madrid
deposits, with a target production level of approximately
250,000 to 300,000 ounces of gold per annum, generating
sufficient cash flow to advance to phase three.
5/16/2006 1
Phase 3: Longer-term: To further expand potential gold production
levels by exploiting the very large Madrid deposit, and the
remainder of the Boston and Doris deposits, to a sustained
level in the range of 350,000 to 400,000 ounces of gold per
annum.
To achieve these objectives, the Company needs to successfully complete, among
other things, the current permitting process for the Doris North project on a
timely basis and on acceptable terms, make a production decision, complete a
positive feasibility study in 2006 for the Phase 2 expansion, complete financing
for mine construction, successfully construct and place into production the
Doris North deposit, complete development and permitting of the Boston, Doris
and Madrid deposits and, if necessary, identify additional resources. Phases 2
and 3 are based on conceptual plans which depend on future positive mine
engineering and geological, economic and mine engineering studies as well as
permitting and regulatory approval.
Internal studies have indicated that there may be opportunities for large pit
concept in the Madrid area within the Hope Bay Project than contemplated in the
current phased plan and work in 2006 will include examining the viability of
this larger scale operation.
In parallel with these development oriented activities, the Company intends to
continue its exploration efforts at Hope Bay with the objective of discovering
new deposits which could contribute to a sustained intermediate production
profile, while also conducting grassroots exploration alone and in cooperation
with strategic partners to identify longer term opportunities.
First Quarter Highlights
o Hope Bay exploration and development programs for 2006 were approved
and total approximately $29 million with the objective to complete
approximately 55,000 meters of drilling to continue to expand and
extend existing deposits and to explore for new deposits. Activity in
2006 will focus on delivering a feasibility study on Phase 2 of mine
development and investigating the opportunity for larger scale mine
production. Additionally, approximately $3.1 million has been budgeted
to continue to advance the Doris North Project through the permitting
and regulatory phase by year end.
o On March 6, 2006, NIRB issued its final hearing report recommending to
the Minister of Indian and Northern Affairs Canada that the Doris
North Project should proceed. The Company anticipates receiving the
Minister's decision in the second quarter.
5/16/2006 2
o Exploration drilling commenced on March 11, 2006 and a total of 5,649
meters were completed during the first quarter at the Doris and Madrid
deposits.
o Consolidated net loss of $2.1 million or $0.01 per share.
o Subsequent to the quarter, on April 20, 2006, released an update to
its resources at Hope Bay which increased the total by 2.6 million
ounces or 40% over the prior year's calculation.
EARNINGS AND CASH FLOW
For the period ended March 31, 2006, the Company had a net loss of $2.1 million
or $0.01 per share compared to a net loss of $1.1 million or $0.01 per share in
the same period in 2005. The increased loss in the first quarter of 2006
resulted largely from an increase in stock based compensation in 2006 partially
offset by increased income from the sale of shares in Sherwood Copper
Corporation ("Sherwood") and American Gold Capital. Stock-based compensation of
$2.5 million in the first quarter of 2006 was $1.6 million more than the first
quarter of 2005 due to a higher fair value per option in 2006 compared to 2005
due to a higher average market price per share and an increase in the number of
options granted in 2006 as compared to the first quarter of 2005.
Selected Financial Data
The following tables summarize total revenue loss and loss per share over the
last eight fiscal quarters (in thousands of dollars except per share amounts).
2006 2005 2005 2005
Q1 Q4 Q3 Q2
--------------------------------------------------------------
Total Revenue $ 2,228 $ 375 $ 578 $ 614
Loss $ (2,125) $ (8,348) $ (1,025) $ (481)
Per Share $ (0.01) $ (0.05) $ (0.01) $ (0.00)
2005 2004 2004 2004
Q1 Q4 Q3 Q2
--------------------------------------------------------------
Total Revenue $ 999 $ 1,670 $ 2,570 $ 4,057
Loss $ (1,137) $ (12,278) $ (6,259) $ (6,868)
Per Share $ (0.01) $ (0.07) $ (0.04) $ (0.05)
5/16/2006 3
OPERATIONS OVERVIEW
REVENUE
Interest income for the first three months in 2006 was $0.7 million compared to
$0.2 million in the same period of 2005; interest was higher in 2006 due to
higher cash balance and higher realized interest rates in 2006. Other income was
$1.5 million for the first quarter of 2006 and includes a gain on the sale of
shares in Sherwood and American Gold Capital. For the same period in 2005, other
income was $0.8 million which included management fees received from the
Department of Indian and Northern Affairs for services provided for the Giant
Mine, a fee for services provided to Sherwood and a gain on the sale of the Back
River mineral property option.
OPERATING COSTS
During the first quarter of 2006, general and administrative expenses, salaries,
professional services, investor relations and other costs totaled $1.3 million
compared to $1.1 million in the first quarter of 2005. The increase in 2006
resulted from higher salaries period over period, more travel activity and
additional internal audit consulting fees for regulatory compliance. Stock-based
compensation of $2.5 million in the first quarter of 2006 was $1.6 million
higher as compared to $0.9 million in the first quarter of 2005. The increase
resulted largely from a higher estimated fair value in the first quarter of 2006
compared to the first quarter of 2005. The Company estimated average fair value
per share option in 2006 to be $1.51 compared to an average fair value per share
option of $0.70 in the first quarter of 2005. This change in fair value resulted
in an increased expense of approximately $1.3 million. In addition, the Company
granted and vested approximately 347,000 more stock options in 2006 than in 2005
which resulted in an increased expense of approximately $0.3 million.
Depreciation, depletion and accretion expense in 2006 was $0.1 million compared
to $0.4 million in the same period of 2005. In the first quarter of 2006,
severance costs were recorded for a total of $0.7 million, which included an
increase to the estimated amount accrued for terminated employees at the
Yellowknife mines and a mark-to-market adjustment on the fair value of options
to purchase Sherwood shares granted to a former employee. The Company will
continue to mark-to-market these options in future periods until the options are
either exercised or expired.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Company's consolidated financial statements requires
management to make estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities as well as the reported expenses during the
reporting period. Such estimates and assumptions affect the
5/16/2006 4
determination of the potential impairment of long-lived assets, estimated costs
associated with reclamation and closure of mining properties, and assumptions in
determining stock-based compensation and future income taxes. Management
re-evaluates its estimates and assumptions on an ongoing basis; however, due to
the nature of estimates, actual amounts could differ. The most critical
accounting policies upon which the Company depends are those requiring estimates
of gold reserves and resources and future recoverable gold ounces and
assumptions of future gold prices.
ACCOUNTING FOR EXPLORATION AND DEVELOPMENT COST
Exploration expenditures related to mineral properties are deferred only if it
is probable that these costs will be recovered from future operations. The
carrying values of the mineral properties are assessed at the balance sheet date
to determine whether any persuasive evidence exists that the properties may be
permanently impaired. The Company's progress in its exploration and development
activities towards its planned operations is a key factor to be considered as
part of the ongoing assessment of the recoverability of the carrying amount of
capital assets and deferred exploration and development costs. If there is
persuasive evidence of impairment, the asset is written down to its estimated
net recoverable value. Deferred acquisition, exploration and development
expenditures totaled $177.7 million for Hope Bay at March 31, 2006.
ASSET RETIREMENT OBLIGATION
Asset retirement obligations are the estimated costs associated with mine
closure and reclamation and recorded as a liability at fair value. The liability
is accreted over time through periodic charges to earnings. In addition, the
asset retirement cost is capitalized as part of the asset's carrying value at
its initial discounted value and is amortized over the asset's useful life. In
the event the actual cost of reclamation exceeds the Company's estimates, the
additional liability for retirement and remediation costs may have an adverse
effect on the Company's future results of operations and financial condition.
The asset retirement obligation for the Con Mine is comprised of two components
(1) processing of historic mill roaster tailings to render arsenic contained
within this material is rendered inert by a process which utilizes the pressure
oxidation circuit; and, (2) site closure and monitoring activities, including
building removal and capping of mine openings, restoration of tailings areas,
water treatment and post-closure monitoring. Although the ultimate amount to be
incurred is uncertain, the fair value of the liability for retirement and
remediation has been estimated to be $18.2 million. As required by regulatory
authorities and GAAP, cost estimates include contractor markups, provision for
administration and engineering, provision for a market risk premium, and a
5/16/2006 5
provision for contingencies. However, the Company expects to use its employees
wherever possible to complete the reclamation activities, which could reduce
actual costs below the accrued liability. The Con Mine has $10.5 million on
deposit and has committed the proceeds from any assets sales at the Con Mine to
the Con Mine reclamation security trusts that will be applied to, in part,
offset the reclamation costs as they are incurred. For purposes of determining
the fair value of the obligation a discount rate of 9.8%, an inflation factor of
2.0% and a market risk premium of 8% have been applied.
Key assumptions in estimating the assets retirement obligation for the Con Mine
include: that historic mill roaster tailings are milled in 2006 and processed in
2007 and final wash down and treatment of storage pits completed in 2006; that
the final abandonment and restoration plan is approved and other site closure
activities commence in 2007; that all buildings are removed and mine openings
capped; that the site is restored to the standard acceptable for commercial-use
property; and water treatment and monitoring continues post-closure for a period
of 25 years.
Key assumptions in estimating the asset retirement obligation for the Hope Bay
exploration camps include removal of exploration camps, reclamation of site pad
and infrastructure, placement of surface stored waste rock underground at Boston
and re-vegetation as needed. The estimate of the cost, based on contractor rates
is $1.3 million.
STOCK-BASED COMPENSATION
Stock-based compensation is accounted for using the fair value based method.
Under the fair value based method, compensation cost is measured at fair value
of the options at the date of grant and is expensed over the vesting period of
the award. The Company estimates the fair value using the Black-Scholes option
pricing model. The key assumptions used in the first quarter of 2006 were: a
risk-free interest rate of 3.87%, a dividend yield of 0%, an expected volatility
of 60% and expected lives of stock options of 5 years. The weighted average fair
value of options granted in 2006 was $1.51 per share option.
EXPLORATION AND DEVELOPMENT ACTIVITIES
The focus for the Company continues to be on the Hope Bay project. The Company
is committed to a strategy of advancing the Hope Bay project to a production
decision while continuing to expand gold resources. The staged development
strategy will focus first on the high grade gold Doris North project, with the
goal of generating cash flow to pay for site infrastructure and to fund the
continued exploration and development of other resources on the Hope Bay belt.
The Company plans to pursue extensions and expansions to the initial phase of
production through
5/16/2006 6
the mining of other resources on the Hope Bay belt. The Company's exploration
strategy will focus on expanding and increasing the confidence level of existing
deposits and on continued exploration for new gold resources in order to support
a sustained intermediate production profile. The Company will continue to
conduct grassroots exploration alone and in cooperation with strategic partners
on selected portions of the Hope Bay claim groups, when possible. To achieve
these objectives, the Company needs to successfully complete the current
regulatory process for the Doris North project, complete a positive feasibility
study during 2006 for the Phase 2 expansion, complete financing for mine
construction, successfully construct and place into production the Doris North
deposit, complete development of the Boston, Doris and Madrid deposits and
identify additional resources.
In the first quarter of 2006, programs at Hope Bay were approved which total
approximately $29 million and are designed to complete approximately 55,000
meters of drilling with the objective to continue to expand and extend existing
deposits and to explore for new deposits. Activity in 2006 will focus on
delivering a feasibility study on the next phase of mine development and
investigating the opportunity for larger scale mine production. Additionally,
approximately $3.1 million has been budgeted to continue to advance the Doris
North Project through the permitting and regulatory phase by year end.
The Hope Bay exploration camp was re-opened in late February and the season's
drilling activity was commenced on March 11, 2006. At the end of March 5 drills
were active, 2 at Doris and 3 at Madrid. Drilling results are expected to be
released as they become available in the second quarter.
On April 20, 2006, the Company reported its revised resource calculation
incorporating the results of the successful exploration activities in 2005 on
the Hope Bay project which increased the total resources by 2.6 million ounces,
or 40%. Given the identification of potential for a large open pit concept at
the Madrid area, the Company was able to reduce the cutoff grade applied to
those resources, which in part lead to the reported increase. The Company's
plans for 2006 include work to investigate the viability of larger scale mine
production. However, using the same cutoff grades as in 2004, more than one
million ounces were added to the total resources. The table below summarizes the
reported resources at December 31, 2005.
5/16/2006 7
HOPE BAY PROJECT MINERAL RESOURCE ESTIMATES TO DECEMBER 31, 2005
(INCLUDES MINERAL RESERVES AT DORIS NORTH)
Category/Deposit Tonnes Gold Grade Contained Gold
(000's) (g/t) (000's oz)
Indicated Resources
Boston 2,312 10.7 798
Doris 1,169 19.3 726
Madrid 14,167 4.5 2,030
----------------------------------------------------------------------------------------------
Sub-total Indicated Resources 17,892 6.3 3,554
Additional Inferred Resources*:
Boston 2,342 9.5 741
Doris 1,634 14.5 766
Madrid 29,594 4.2 3,965
----------------------------------------------------------------------------------------------
Sub-total Additional 36,748 5.1 5,472
Inferred Resources*
* Inferred resources are in addition to indicated resources.
This table contains rounded sum and totals may vary.
All resource and reserve estimates have been prepared by the Miramar Hope Bay
Limited staff and directly employed consultants in accordance with Canadian
regulatory requirements set out in National Instrument 43-101 and reviewed by
John Wakeford, P. Geo., Vice President, Exploration and Qualified Person for the
Company.
In the first quarter of 2006, the Company continued to advance engineering
studies for Phase 2 development of the Hope Bay project which included design
and location alternatives of the processing plant. Activities to finalize the
reports will commence in the second quarter, following the completion of
resource modeling and mine design. The feasibility study is targeted to be
completed in the third quarter of 2006.
The Company continues to work towards obtaining permits and licences for the
Doris North project. On March 6, 2006, Nunavut Impact Review Board ("NIRB")
issued its final hearing report recommending to the Minister of Indian and
Northern Affairs Canada that the Doris North Project should proceed. The NIRB
report requires acceptance by the Minister before NIRB can issue a project
certificate. The Company anticipates receiving the Minister's decision in the
second quarter of 2006. Subject to the Minister accepting NIRB's recommendation,
the Company is targeting to have all required permits for production at Doris
North in place by the end of 2006, which would permit shipping of construction
materials to site in the summer of 2007, construction in the winter of 2007 and
production commencing in 2008. Also in the first quarter, the Company organized
the collection of environmental data for the 2006 summer season to address data
requirements for the Doris North project and future phases of development at
Hope Bay.
5/16/2006 8
CAPITAL PROGRAMS
During the first quarter of 2006, the Company had capital expenditures of $6.9
million for exploration and project activities at Hope Bay and $0.1 million for
property, plant and equipment compared to expenditures in the first quarter of
2005 of $3.3 million for exploration and project activities at Hope Bay and $0.1
million for property, plant and equipment.
FINANCING AND LIQUIDITY
At March 31, 2006, the Company had consolidated working capital of $61.1 million
compared to $64.3 million at the end of 2005. At March 31, 2006, the Company had
$66.8 million of cash and cash equivalents and short-term investments compared
to $68.7 million at the end of 2005. At March 31, 2006, the Company also had
$15.0 million in cash collateral deposits for reclamation bonds which are
classified outside of working capital.
The Company believes it has sufficient cash resources and liquidity to sustain
its planned activities in 2006. The future exploration and development of the
Hope Bay project may require the Company to raise additional capital through a
combination of project debt and equity financings. The Company's strategy is to
use equity financing for exploration activities and to maximize project debt to
build mining infrastructure until sufficient cash flow is generated from mining
production.
LIABILITIES AND CONTINGENCIES
The Company has the legal obligation to reclaim properties for which it holds
water licenses and exploration and mining agreements. The Company has estimated
these asset retirement obligations at March 31, 2006, in accordance with
accounting guidelines described above, to be an aggregate of $25.1 million on an
undiscounted basis. The properties for which these obligations have been
estimated are the Con Mine in Yellowknife and the Hope Bay properties in
Nunavut. The Company has established cash deposits as collateral for letters of
credit pledged in favour of various governmental agencies and others under
several water licenses and mineral exploration and mining agreements. The
Company has also established two reclamation security trusts for the reclamation
of the Con Mine. The Company has cash collateral deposits totaling $15.0 million
for the Con Mine, the Hope Bay properties and properties in Nevada.
The reclamation security trusts for the Con Mine were established on December
31, 2004. The Company deposited $9 million of the $10 million proceeds from the
sale of its Bluefish hydro electric facility into a reclamation security trust,
in accordance with an agreement with DIAND. The remaining $1 million of the
proceeds was, and the proceeds from any subsequent sale of
Con Mine assets will be deposited into a second reclamation security trust. The
cost of reclamation was estimated by the Company on the basis of a draft
remediation plan which had been submitted to the McKenzie Valley Water Board in
February 2003. The final plan is currently under review by the Water Board.
Based on comments received to date from the regulatory review process, the
Company has estimated the impact of the required changes to the plan and
recorded an increase of $8.1 million to the liability at December 31, 2005. Any
further changes upon receiving final approval of the plan could result in an
increase to the estimated liability.
In 1995, the Company entered into a joint exploration transaction with an
investor that resulted in the sale of an interest in the assets comprising the
Con Mine. The transaction was based upon an independent valuation prepared for
the Company. In 2000, Canada Revenue Agency ("CRA") issued a re-assessment
notice challenging the valuation that formed the basis for this transaction. The
re-assessment does not give rise to any taxes payable by the Company. However,
as part of the original transaction, the Company agreed to compensate the
investor for any shortfall in the value of the assets transferred, to a maximum
of $2.7 million, plus accrued interest (approximately $2.4 million at March 31,
2006), should a ruling denying the transfer of certain tax pools be made against
the Company. In 2004, the Company received notification that CRA has
re-confirmed the original re-assessment. As a result, the Company filed a notice
of appeal in March 2005. In April 2006, the Company participated in the
discovery process for this case conducted by the Tax Court of Canada. While
management intends to strenuously defend the independent valuation, the outcome
of this issue is not yet determinable. No provision for these costs has been
recorded at March 31, 2006.
CONTRACTUAL OBLIGATIONS
The following table summarizes the contractual obligations as at January 1, 2006
of the Company for each of the five years commencing with 2006 and thereafter,
in thousands of dollars.
2006 2007 2008 2009 Thereafter
--------- --------- ------- ------- -------------
Oxygen plant $822 $ 612 $ -- $ -- $ --
Office lease costs 306 316 316 316 1,110
Exploration equipment 293 30 -- -- --
Site reclamation(1) 6,240 3,059 -- -- 15,635
(1) The Company is obligated to fund reclamation and closure costs for its
mining and exploration operations as a condition of associated water
licenses. However, the timing of the payments has not been determined with
certainty and may change depending upon future events. The Company is in
the process of finalizing its abandonment and restoration plan with
regulatory agencies for the Con Mine which will establish the extent and
timing of site closure reclamation
5/16/2006 9
activities. Reclamation of exploration sites will be deferred to the extent that
the Company continues to be engaged in actively exploring them.
For additional information related to the Company's obligations and commitments
see note 16 in the annual consolidated financial statements.
OFF BALANCE SHEET ARRANGEMENTS
The Company does not have any off balance sheet arrangements other than the
pension obligations which are described in note 13 of the annual consolidated
financial statements.
OUTLOOK
The outlook for the Company is dependent on the successful exploration and
development of the Hope Bay project. The Company controls 100% of the Hope Bay
project, which has measured and indicated resources totaling 3.6 million ounces
of gold at a grade of 6.3 grams per ton and an additional 5.5 million ounces of
gold at a grade of 5.0 grams per ton in the inferred category.
The Company plans to continue to work towards making a production decision on
the Doris North project, including advancement of the permitting process. The
Company is confident that it will be successful in addressing the concerns of
the regulatory agencies and, if the permitting process is successfully
completed, the Company will make a final decision on a commitment to the
construction process. If the project is approved by the Company, production
could commence during 2008. However, there can be no assurance that the
permitting process will be completed as planned or that the Company will develop
Doris North as anticipated.
As part of the Company's development strategy for Hope Bay, programs have been
completed in 2005 that were designed to facilitate delivery of a feasibility
study in 2006 which, if successful, could demonstrate the opportunity for the
development of significant sustained gold production following the Doris North
project.
As a result of the termination of mining activities at Con and Giant mines, the
Company does not expect to generate significant operating revenue in 2006. The
Company anticipates that final approval for the Con Mine abandonment and
restoration plan will be received in 2006 which will permit the Company to
conduct final reclamation activities in subsequent periods. On June 30, 2005,
the Company returned the Giant Mine property to DIAND in accordance with the
terms of the acquisition agreement. The Company does not have any ongoing
reclamation obligations for the Giant Mine.
5/16/2006 10
RISKS AND UNCERTAINITIES
The Company will require additional capital to pursue its exploration and
development work at Hope Bay. Given the nature of capital market demand for
speculative investment opportunities, there is no assurance that additional
financing will be available for the appropriate amounts and at the times
required. The Company has developed a cash management plan that will enable it
to invest on a priority basis in projects likely to generate favourable results
in the near-to-medium term.
The impact of fluctuations in the price of gold is a risk to the Company's
ability to develop its properties as well as future profitability and cash flow.
As the gold price is denominated in U.S. dollars, the Company is also at
financial risk as the currency exchange rate between Canadian and U.S. dollars
fluctuates. If the Canadian dollar strengthens against to the U.S. dollar,
revenue from future gold sales, which is generated in U.S. dollars, would
convert to fewer Canadian dollars available to pay for operating costs that are
almost entirely incurred in Canadian dollars. Permitting mining projects such as
the Doris North project requires the approval of regulatory agencies which are
beyond the Company's control. As a result, the receipt of approvals for the
project and the timing of grants of necessary permits are inherently uncertain.
FORWARD LOOKING STATEMENTS
Statements relating to exploration work at the Hope Bay project and the expected
results of this work and strategies and plans for the development of the Hope
Bay project, statements related to analyses of financial condition, future
results of operations and other information that are based on forecasts of
future results, estimates of amounts not yet determinable and assumptions of
management are forward-looking statements within the meaning of the United
States Private Securities Litigation Reform Act of 1995. Forward looking
statements are statements that are not historical facts and are generally, but
not always, identified by the words "expects," "plans," "anticipates,"
"believes," "intends," "estimates," "projects," "satisfies," "potential,"
"goal," "objective," "prospective," "strategy", "target," and similar
expressions, or that events or conditions "will," "would," "may," "can," "could"
or "should" occur. Information inferred from the interpretation of drilling
results and information concerning mineral resource estimates may also be deemed
to be forward looking statements, as it constitutes a prediction of what might
be found to be present when and if a project is actually developed. These
forward-looking statements are subject to a variety of risks and uncertainties
which could cause actual events or results to differ materially from those
reflected in the forward-looking statements, including, without limitation:
risks related to fluctuations in gold prices and currency exchange rates;
uncertainties related to raising sufficient financing to fund the planned work
in a timely manner and on acceptable terms; changes in planned work resulting
from weather, logistical, technical or other factors; the possibility that
results of work will not fulfill expectations and realize the perceived
potential of the Company's properties; uncertainties involved in the
interpretation of drilling results and other tests and the estimation of gold
reserves and resources; the possibility that required permits may not be
obtained on a timely manner or at all; the possibility that capital and
operating costs may be higher than currently estimated and may preclude
commercial development or render operations uneconomic; risk of accidents,
equipment breakdowns and labour disputes or other unanticipated difficulties or
interruptions; the possibility of cost overruns or unanticipated expenses in the
work
5/16/2006 11
program; the risk of environmental contamination or damage resulting from
Miramar's operations, risks and uncertainties described under "Risks and
Uncertainties" and elsewhere in the Management's Discussion and Analysis, and
other risks and uncertainties, including those described in the Miramar's Annual
Report on Form 40-F for the year ended December 31, 2005 and Reports on Form 6-K
filed with the Securities and Exchange Commission.
Forward-looking statements are based on the beliefs, estimates and opinions of
Miramar's management on the date the statements are made. Miramar undertakes no
obligation to update these forward-looking statements if management's beliefs,
estimates or opinions, or other factors, should change.
All resource estimates reported in this disclosure are calculated in accordance
with the National Instrument 43-101 of the Canadian securities administrators
and the Canadian Institute of Mining and Metallurgy Classification system. These
standards differ significantly from the requirements of the United States
Securities and Exchange Commission, which permits U.S. mining companies in their
SEC filings to disclose only those mineral deposits that qualify as proven or
probable "reserves" because a determination has been made based on an
appropriate feasibility study that the deposits could be economically and
legally extracted or produced, and, accordingly, resource information reported
in this disclosure may not be comparable to similar information reported by
United States companies. The term "resource(s)" does not equate to "reserves"
and normally may not be included in documents filed with the Securities and
Exchange Commission, and investors are cautioned not to assume that "resources"
will be converted into "reserves" in the future.
This disclosure uses the term "inferred resources". While this term is
recognized by Canadian securities regulations concerning disclosures by mining
companies, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred resources" have a great amount of uncertainty as to their existence
and as to their economic and legal feasibility. It cannot be assumed that all or
any part of the "inferred resources" will ever be upgraded to a high category.
Under Canadian securities regulations, estimates of "inferred resources" may not
form the basis of feasibility or pre-feasibility studies except in rare cases.
Investors are cautioned not to assume that part or all of an "inferred resource"
exist or are economically or legally feasible.
5/16/2006 12
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Anthony P. Walsh, President and Chief Executive Officer of Miramar Mining
Corporation certify that:
1. I have reviewed the interim filings (as this term is defined in
Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings) of Miramar Mining Corporation (the
"Issuer") for the period ending March 31, 2006;
2. Based on my knowledge, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated or that is necessary to make a statement not misleading
in light of the circumstances under which it was made, with respect to
the period covered by the annual filings;
3. Based on my knowledge, the interim financial statements together with
the other financial information included in the annual filings fairly
present in all material respects the financial condition, results of
operations and cash flows of the Issuer, as of the date and for the
periods presented in the annual filings;
4. The issuer's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures for
the issuer, and we have:
(a) designed such disclosure controls and procedures, or caused them
to be designed under our supervision, to provide reasonable assurance
that material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which the interim filings
are being prepared.
Date: May 15, 2006
/s/ "Anthony P. Walsh"
----------------------------------------
Anthony P. Walsh
President & Chief Executive Officer
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Elaine Bennett, Chief Financial Officer of Miramar Mining Corporation certify
that:
1. I have reviewed the interim filings (as this term is defined in
Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings) of Miramar Mining Corporation (the
"Issuer") for the period ending March 31, 2006.
2. Based on my knowledge, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated or that is necessary to make a statement not misleading
in light of the circumstances under which it was made, with respect to
the period covered by the annual filings;
3. Based on my knowledge, the interim financial statements together with
the other financial information included in the annual filings fairly
present in all material respects the financial condition, results of
operations and cash flows of the Issuer, as of the date and for the
periods presented in the annual filings;
4. The issuer's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures for
the issuer, and we have:
(a) designed such disclosure controls and procedures, or caused them
to be designed under our supervision, to provide reasonable assurance
that material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which the interim filings
are being prepared.
Date: May 15, 2006
/s/ "Elaine Bennett"
------------------------------
Elaine Bennett
Chief Financial Officer