Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of
November, 2009
Commission File Number
001-32748
CORRIENTE RESOURCES INC.
|
(Translation of registrant's name
into English)
|
|
520 - 800 West Pender Street,
Vancouver, British Columbia, CANADA V6C 2V6
|
(Address of principal executive
offices)
|
Indicate by check mark whether
the registrant files or will file annual reports under cover of 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
x
If "Yes" is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-_______________
DOCUMENTS INCLUDED AS PART OF THIS REPORT
CORRIENTE RESOURCES INC.
|
MANAGEMENTS DISCUSSION & ANALYSIS
|
For the Three and Nine-Month Periods Ended September 30,
2009
|
(Expressed in Canadian dollars unless otherwise
noted)
|
November 10, 2009
Introduction
This Managements Discussion and
Analysis (MD&A) supplements, but does not form part of, the unaudited
interim consolidated financial statements of Corriente Resources Inc.
(Corriente or the company) and the notes thereto for the three and
nine-month periods ended September 30, 2009. This MD&A provides managements
comments on Corrientes operations and financial condition as at and for the
three and nine-month period ended September 30, 2009, as compared with preceding
years.
In this MD&A, Corriente, the company, or the words
we, us or our, refer to Corriente Resources Inc. and its subsidiaries.
For a complete understanding of our business environment, risks
and uncertainties and the effect of accounting estimates on our results of
operations and financial condition, this MD&A should be read together with
the companys: unaudited interim consolidated financial statements and related
notes thereto for the three and nine-month periods ended September 30, 2009;
audited consolidated financial statements and related notes thereto for the
years ended December 31, 2008 and 2007; and Managements Discussion and Analysis
for the year ended December 31, 2008; the financial statements of which have
been prepared in accordance with Canadian generally accepted accounting
principles (GAAP). The companys stated accounting policies have also been
consistently followed in the preparation of the above-noted financial
statements, except that the company has adopted the guidelines governed by
Section 3064 of the CICA Handbook, Goodwill and Intangible Assets commencing
January 1, 2009.
All amounts are in Canadian dollars unless otherwise
stated.
The unaudited consolidated financial statements and notes
thereto and this MD&A were reviewed and approved by Corrientes Audit
Committee.
Additional information about Corriente, including our 2008
Annual Information Form, is available on our website at
www.corriente.com
, on the SEDAR website at
www.sedar.com
, and on the EDGAR section of the U.S.
Securities and Exchange Commission website (which includes the companys Annual
Report on Form 40-F) at
www.sec.gov
.
This document contains forward-looking statements, which are
qualified by reference to, and should be read together with the Cautionary
Statement on Forward-Looking Statements on page 23 of this MD&A.
Qualified Person
John Drobe, P.Geo., the companys
Chief Geologist, is the Qualified Person as defined by National Instrument
43-101 of the Canadian Securities Administrators (NI 43-101) and is
responsible for the preparation and/or verification of the technical disclosure
in this document, unless otherwise noted.
Outlook
The company continues to work with
interested parties towards completion of a transaction as part of the marketing
process led by Citigroup Global Markets (Citi) and CanaccordAdams, which was
originally announced in January 2008 see
Business of the company
and
Significant events for the prior twelve months
".
With the recent receipt of the Ecuador Governments
authorization for the company to resume full operations at its Mirador Project,
management expects to be able to resume advanced development activities at the
Mirador Project shortly.
Management is also conducting preliminary evaluations of copper
resource development opportunities outside of Ecuador.
Page 1 of 24
Business of the company
Corriente is a junior
resource company focused on advanced exploration and development of copper and
copper-gold mineral resources in South America. Over the past 10 years, the
company has advanced its development of two copper-gold projects in the Rio
Zamora copper porphyry district known as the Corriente Copper Belt (CCB), in
the Morona-Santiago and Zamora-Chinchipe provinces of southeast Ecuador.
Corriente holds a 100% interest in four known copper and
copper-gold porphyry deposits that are being strategically developed as the
Mirador Project (which covers our Mirador and Mirador Norte deposits) and the
Panantza-San Carlos Project (which covers our Panantza and San Carlos deposits),
for which NI 43-101 Technical Reports have been filed on SEDAR. Overall, the
company holds 100% of the concession interests covering approximately 430 square
kilometres, in which six additional copper exploration targets have been
identified. Taken together, the known project deposits and exploration targets
represent a potential long-term district development opportunity for large-scale
copper-gold mining in southeast Ecuador.
The companys key concessions were acquired by the company from
BHP Billiton (BHP) in 2004, whereupon BHP chose to convert its back-in rights
to a 2% net smelter royalty interest (NSR), though the company has options to
reduce the NSR to 1% for the Mirador/Mirador Norte, Panantza and San Carlos
mineral properties upon the payment of US$2 million to BHP for each such option
exercised.
During the transition period between the old and new
presidential administrations of November 2006 to January 2007, a series of
protests took place in the Morona-Santiago and Zamora-Chinchipe provinces of
Ecuador against mining resource development. In order to secure the safety and
security of local communities, the Ecuador Government imposed a suspension of
fieldwork activities for the companys Mirador and Panantza-San Carlos Projects.
This suspension was subsequently formalized in December 2006 by a suspension
order from the Sub-Secretary of Environments office within the Ministry of
Mining and Petroleum (the MMP) covering the companys Mirador and Panantza-San
Carlos Projects concessions. Subsequently, and as a result of the Mining
Mandate (more fully explained below), a suspension of all of the fieldwork
activities of all mining companies in Ecuador was imposed as of April 18, 2008
by the MMP.
Following from the January 29, 2009
enactment of the new Mining Law, the company
received an official notice
in March 2009 which was signed by Minister Derlis Palacios Guerrero of the
Ministry of Non-Renewable Natural Resources (MNNR, formerly known as the MMP
until October 2009) and authorized the company to re-initiate its field
operations, excluding any drilling, earthworks or similar types of advanced
development activities.
Despite the fieldwork suspensions being in place from December
2006 to March 2009, the company was able to continue offsite development work on
enhancements to various engineering, environmental and permitting aspects of the
Projects, as well as local community relations activities. Since March 2009,
the company has hired approximately 130 local employees for
archeology, camp renovation, environmental testing, and road upgrade work in the
Mirador Project area, and community relations work in the Panantza-San Carlos
Project area.
To September 30, 2009, the company has recorded acquisition,
exploration and development costs of approximately $92.0 million for the Mirador
Project, and completed an updated feasibility study in April 2008 (Mirador FS)
for a first phase 30,000 tonnes per day concentrator operation. The Mirador FS
shows a projected initial capital cost of approximately US$399 million and
approximately US$19 million in working capital, which would be spent over a two
year construction period prior to the start of production.
Additionally, and to September 30, 2009, the company has
recorded acquisition, exploration and development costs of approximately $10.4
million for the Panantza-San Carlos Project, and completed a preliminary
assessment study for a 90,000 tonnes per day concentrator operation in November
2007.
With estimated capital costs in the order of US$1.3 billion for
the Panantza-San Carlos Project, management determined that this project is
better suited for advancement by a large company having the financial and
technical resources required to fast-track its development to production.
Page 2 of 24
Consequently, Corriente announced in January 2008 that it had
started the process of contacting potentially interested parties to become
majority strategic partners in the Panantza-San Carlos Project, with assistance
from Citi and CanaccordAdams. In October 2008, the company completed in-country
due diligence visits from a number of interested industry parties from around
the world. On December 16, 2008, the company announced that discussions with
those parties actively engaged in the Panantza-San Carlos partnership marketing
process had expanded from the original mandate to the potential sale of the
entire company
On November 4, 2009, the company provided its most recent
update to investors that discussions with a selected party for a potential sale
of the company were continuing. Should any sale negotiations not be successful,
the company has sufficient financial resources to continue advancing development
of the Mirador and Panantza-San Carlos Projects through 2009 and 2010, subject
to new or unforeseen regulatory conditions being imposed by the Government of
Ecuador.
Most recently on November 9, 2009 the company announced that it
had received an official notice signed by Minister Germanico Pinto of the MNNR
authorizing the company to re-initiate its advanced development activities for
the Mirador Project.
Significant events for the prior twelve months
(more fully described herein)
December 2008
-
The company announced it had entered into a period of exclusive
negotiations with a specific (unnamed) party from a short-list of those
parties actively engaged in the Panantza-San Carlos partnership marketing
process, and that these discussions had expanded from the original mandate to
the potential sale of the entire company.
January 2009
-
On January 29, 2009, a new Mining Law for Ecuador was published in the
States Official Register, thereby becoming law. This law was a product of the
Congressillo, after having gone through a review, amendment and approval
process which included input from President Correa. As part of the development
of a new legal framework for mining in Ecuador, the government committed to
developing and releasing the related Regulations within 120 days of the
enactment of the Mining Law.
March 2009
-
On March 17, 2009, the company announced that it had
received an official notice signed by Minister Derlis Palacios Guerrero
of the MNNR, authorizing the company to re-initiate its field operations at
the companys Mirador and Panantza-San Carlos Projects. Prior to resuming any
drilling, earthworks or similar types of advanced development activities, the
company is required to update its Water Use Concession (initially received in
February 2009 for general water use at the Mirador camp, only) and its
Environmental Permits with the appropriate agencies.
April 2009
-
With the lifting of the suspensions on the companys
fieldwork activities in March, the company hired
approximately 100 local employees during the month for
archeology, camp renovation, environmental
testing,
road upgrade and community relations work in the Mirador Project area, and
expanded
community relations work in the
Panantza-San Carlos Project area.
-
On April 26, 2009, national elections were held in
Ecuador with President Correa
winning 52% of the vote, 24 points ahead
of
the next closest presidential candidate. As President
Correa achieved
greater than 40% of the
presidential vote with a margin of victory greater than 10%, no run-off
vote
was necessary. Additionally, President
Correas Allianza Pais party (APP) won 61 of the 124 seats
within the countrys new National Assembly, with the next
closest party (P. Sociedad Patriotico
(PSP))
winning 22 seats. It is expected that the APP would obtain an
absolute
majority (of 63 or more) through strategic alliances with one or more of the
other Ecuador political parties. Note, the PSP are on record as endorsing
mining in Ecuador.
President Correa, and the elected National Assembly
members and provincial / city officials began their 4-year terms of office on
August 14, 2009 and August 4, 2009, respectively.
Page 3 of 24
July 2009
-
The company received approval from the Ministry of
Environment (MAE) of its Environmental
Management
Plans (EMP) for the Mirador Project and the Panantza-San Carlos
Project.
Additionally, the company received a Water
Use Permit from the Ministry of Water for the Mirador
Project. The company must still receive formal authorization
from the MMP before
any drilling, earthworks or similar types of site
activities can be initiated. This same requirement applies to all mining
companies in Ecuador.
August 2009
-
The governments of Ecuador and Chile signed a number
of inter-government agreements covering
cooperative
development of Ecuadors potential mining and petroleum resources, in addition
to those
for other industrial sector areas.
November 2009
-
On November 4, 2009, the company
announced that President Correa had signed the Regulations to the Mining Law
in a
ceremony held in Zaruma, El Oro, which is an important center for
the traditional mining industry in Ecuador. These Regulations are comprised of
3 sets of new regulations covering: 1) Regulations for Traditional
(Small-Scale) Mining; 2) General Regulations for the Mining Law: and 3) the
Environmental Regulations for Mining Activities in Ecuador. The latter 2 sets
are applicable to the companys operations.
Additionally, t
he
company advised that
negotiations were still continuing with the selected
party regarding the potential sale of the company as last reported in July 2009,
and that the extension of these discussions with the selected party had
presented the company with an opportunity to respond to renewed interest from
additional parties in its copper projects in Ecuador.
-
On November 9, 2009 the company announced that it had received an official
notice signed by Minister Germanico Pinto of the MNNR authorizing the company
to re-initiate its advanced development activities for the Mirador Project
Legal framework issues affecting Ecuadors mining
industry
Mining Law
The new Mining Law enacted on January
29, 2009 and the accompanying Regulations issued on November 4, 2009 contain
provisions which are generally consistent with the companys expectations.
The Mining Law places no limits on the number of mining
concessions held by a single company, with concession terms limited to 25 years
but which are renewable. It also imposes a government royalty of not less than
5% on sales revenues. However no specific details have yet been provided. Clear
timelines are also established for concession exploration and exploitation
(development) phases. The Mining Law also mandates the creation of a National
Mining Company, though no details have been provided regarding the nature and
scope of its intended activities.
The new Mining Law and accompanying Regulations are considered
to be significant milestones for the country and its nascent large-scale mining
industry, and are expected to provide the new legal framework for mining.
However, the terms and conditions of exploitation-stage contracts need to be
known before a determination of the potential for a feasible mining environment
in Ecuador can be reasonably assured.
Mandate
Corriente currently holds 24 concessions in
Ecuador, including the Mirador Project and Panantza-San Carlos concession
blocks. Prior to the Mining Law coming into effect, 5 early exploration-stage
concessions considered to be immaterial and unrelated to our Mirador and
Panantza-San Carlos Projects were revoked by the MNNR under the terms of the
Mandate which was enacted on April 18, 2008. According to the MNNR, these
revocation notices were issued because EIAs for these concessions had not been
approved or related public consultations not held prior to the April 18, 2008
implementation of the Mandate. The company plans to appeal the revocation of
these concessions, and under current Ecuador law has 3 years to do so.
With the recent enactment of the Regulations to the Mining Law
and its issuance of the Mirador Project authorization letter to the company, the
Ecuador Governments position continues to be that those titleholders who have kept their mining concession rights have
complied with the Articles of the Mandate, and that the Mandate is no longer in
effect.
Page 4 of 24
Corporate Infrastructure
The companys shares
trade on the Toronto Stock Exchange (TSX) and the New York Stock Exchange Amex
(NYSE Amex), and as at November 10, 2009 had a market capitalization of
approximately $471 million.
The companys executive head office is located in Vancouver,
Canada while its Ecuador operations are run from regional offices located in
Gualaquiza and Quito, Ecuador. The company also has camp locations at its major
projects in southeast Ecuador. With the exception of short-term operational
requirements for its Ecuador operations, funds are maintained and controlled in
Vancouver, in both Canadian and US dollars.
In addition to its staff located in Vancouver and Ecuador, the
company engages consultants as necessary, to provide geological, mine
development and construction consulting, design, engineering, and other
services. Overhead costs and efficiencies in Ecuador continue to compare
favourably with other South American exploration areas.
At November 10, 2009, the company had increased its employee
count to 230 employees (September 30, 2009 230; December 31, 2008 98) with
the hiring of local workers as explained above.
Strategies and Key Drivers
Government
Relations
Since December 2006, Corrientes management has continually
sought to work closely with the Ecuador Government in realizing an objective of
developing a responsible mining industry for the benefit of all stakeholders.
In this regard, we believe that recent developments, such as
the Presidents consistent support for large-scale mining and his stewardship in
the creation of a new Mining Law in the face of a vocal minority of anti-mining
proponents provides evidence that this objective is being achieved. This has
been further validated by President Correa and his partys election victories in
the April 26, 2009 national elections, and President Correas continuing high
approval ratings with the general populace, based on recent poll results.
Community Relations and Sustainable
Development
Corrientes approach to business and sustainable development
involves implementing strategies beneficial to the community, environment and
the country and its economy. The companys commitment and obligation to these
strategies extend beyond standard compliance with national and international
guidelines and involve building relationships based on honesty, openness and
mutual trust. This is the essence of Corrientes community relations and
sustainable development theme: El Trato Justo or A Fair Deal.
The company has designed and implemented a number of community
relations (CR) plan strategies after identifying local and regional
communities needs as well as the related impacts of the companys future mining
activities on these communities. The companys CR plans focus on the critical
needs of the local and regional communities and the provincial and federal
governments, and are regularly reviewed to ensure appropriateness and
effectiveness.
The company continues to be committed to local communities in
all aspects of its mining and economic development activities. Since 2004, the
company has actively initiated and provided financial, equipment and manpower
resources in the areas of education, employment, health, building assistance,
environmental preservation and cultural and economic development programs.
Sustainable development is a process that aims to maintain and
improve the quality of life not only for the present generation in areas and
communities in which the company works but also for future generations. It
involves the integration of three main components: environmental protection,
social sustainability and economic sustainability.
Page 5 of 24
Development of the CCB
All of the companys projects
in the CCB that have defined resources are open to expansion at depth, and in
come cases additional resources may be defined beyond some of the current edges
of these identified deposits.
To expedite the process of bringing a partner to Ecuador who
can finance the large capital expenditures required for the development of the
CCB, Corriente is continuing with the Citi/Canaccord marketing process that
started in January 2008. On November 4, 2009, the company provided an update to
investors that discussions with a selected party for a potential sale of the
company were continuing. However, there can be no assurance that any such
negotiations will result in an agreement for the sale of the company.
Properties in Advanced Development - Mirador
Project
In November 2006, a series of protests took place in the
Morona-Santiago and Zamora-Chinchipe provinces of Ecuador against mining
resource development. After a number of ineffective negotiating sessions were
held with the protesters, the Government of Ecuador requested the company to
temporarily suspend its Mirador Project activities to aid in the negotiating
process. In order to secure the safety and security of local communities and
supporters, this suspension was subsequently formalized in December 2006 by a
suspension order from the Sub-Secretary of Environments office within the MNNR
covering the companys Mirador and Panantza-San Carlos Projects
concessions.
Despite the earlier-referenced suspensions of fieldwork
activities at its Project sites, the company was able to continue offsite work
through March 2009 on enhancements to various engineering and environmental
aspects of the Mirador Project, as well as community relations programs.
Additional engineering and feasibility work was completed in the first quarter
of 2008 with the result that the Mirador FS was announced on April 3, 2008 and
subsequently made available on SEDAR. This report also includes a summary of the
economic model for a first phase 30,000 tonnes per day concentrator operation
for the Mirador Project.
The Mirador FS projects an average of almost 130 million pounds
of annual copper production for the Project and shows a projected initial
capital cost of approximately US$399 million and approximately US$19 million in
working capital. The Mirador FS calls for daily throughput of the concentrator
facility of 30,000 tonnes per day, which is a material improvement over the
original feasibility study results released by the company in April 2005, which
had a planned capacity of 25,000 tonnes per day.
The Mirador FS Base Case Net Present Value (NPV), after-tax,
is US$265 million, with an after-tax Internal Rate of Return (IRR) of 17.7%,
using assumptions for metal prices of US$1.75/lb Cu, US$7.50/oz Ag, US$550/oz
Au, a 8% discount rate, and US$75/tonne and US$0.075/lb for treatment and
refining charges, respectively, for Cu, based on market conditions prior to the
release of the Mirador FS.
Note, the Base Case mine plan only utilizes 41% of the Measured
and Indicated Resources at Mirador and none of the 235 Million tonnes of
Inferred Resources. In addition, the Base Case did not consider the 171 Million
tonnes of Measured and Indicated Resources or the 46 Million tonnes of Inferred
Resources at the nearby Mirador Norte deposit.
The Mirador Norte deposit is located less than one kilometre
from the planned Mirador Project milling facility. Confirmation of copper
resources at Mirador Norte provides additional options for the development of
the Mirador Project, including access to higher-grade enriched material from the
shallow parts of Mirador Norte and the flexibility of being able to shift
production from one pit to another.
The assumptions that were used in the Mirador FS are reviewed
each quarter by management to ensure that no material deleterious changes have
occurred since this feasibility study / technical report was produced. Where
upside changes are identified, such as an increase in the long-term Cu price
by a large number of mining analysts and industry sources to US$2.00, the
studys lower value is maintained in the analysis for conservatism. Where
downside changes are identified, they are reviewed for materiality and
potential NPV impact. To date, management does not believe that any material
adjustments are applicable to the assumptions used in the Mirador FS.
Page 6 of 24
The resources that have been identified for the Mirador Project
are summarized below:
Table of Resources Mirador Project
0.4% Copper
Cut-off
Measured and Indicated Resources
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Au
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Ag
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Project
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Category
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Tonnes
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Cu%
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Cu (lbs)
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(ppb)
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Au oz
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(ppm)
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Ag oz
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Mirador
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Measured
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52,610,000
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0.65
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753,000,000
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210
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360,000
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1.6
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2,770,000
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Indicated
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385,060,000
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0.60
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5,134,000,000
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190
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2,380,000
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1.5
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18,760,000
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Measured & Indicated
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437,670,000
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0.61
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5,887,000,000
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200
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2,740,000
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1.5
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21,530,000
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Mirador
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Norte
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Indicated
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171,410,000
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0.51
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1,921,000,000
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89
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489,000
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-
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-
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Total Measured & Indicated
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609,080,000
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0.58
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7,808,000,000
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169
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3,229,000
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1.5
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21,530,000
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Inferred Resources
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Au
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Ag
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Project
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Category
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Tonnes
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Cu%
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Cu (lbs)
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(ppb)
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Au oz
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(ppm)
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Ag oz
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Mirador
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Inferred
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235,400,000
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0.52
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2,708,000,000
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170
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1,250,000
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1.3
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9,900,000
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Mirador Norte
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Inferred
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45,820,000
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0.51
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513,000,000
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68
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101,000
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-
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-
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Total Inferred
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3,221,000,000
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The Qualified Person under NI 43-101 for the resource estimates
quoted above is John Drobe, P.Geo, Chief Geologist for Corriente
During the nine-month period ended September 30, 2009, the
company incurred deferred development costs for the Mirador Project of
$10,122,000 (2008 $11,236,000), of which $3,374,000 (2008 $3,988,000) was
incurred for the three-month period ended September 30, 2009. These costs are
being regularly incurred for project office administration, community and
government relations, and environmental and regulatory compliance purposes.
To September 30, 2009, the company has capitalized acquisition
and development costs for the Mirador Project totalling $91,966,000.
Properties in Advanced Development - Panantza-San Carlos
Project
The Panantza and San Carlos project concessions are located
approximately 40 km north of the Mirador Project. Corriente was approximately
halfway through the first phase of a planned 16000 metres of drilling on the
Panantza project when these activities were suspended as part of the Mirador
Project suspension order referenced above. The drilling was the start of a
planned two-year program to complete a feasibility study at Panantza and San
Carlos, designed to incorporate the Panantza and San Carlos concessions into a
single large copper development opportunity.
Current Inferred Resources at Panantza, which incorporate the
2006 drilling results into a block-model using updated geology models, and at a
0.4% copper cut-off, are approximately 463 million tonnes grading 0.66% copper,
containing 6.7 billion pounds of copper. The 2006 drilling added close to a
billion pounds of copper to the previous Panantza resource.
San Carlos is believed to be the largest copper-molybdenum
mineralized porphyry system in the CCB, with dimensions of about 2 kms x 2.5
kms. The mineralization has been tested with 25 diamond drill holes at variable
spacing, drilled by BHP Billiton in 1997 and 1998. The current block-model
based, Inferred Resource estimate, at a 0.4% copper cut-off, is 600 million
tonnes grading 0.59% copper, containing 7.7 billion pounds of copper.
Page 7 of 24
A Preliminary Assessment Technical Report (the P-SC Report),
dated October 30, 2007, for a 90,000 tonnes per day combined Panantza-San Carlos
copper mining operation was completed and made available on SEDAR in December
2007. Highlights from the Report are:
-
Base case NPV after tax of US$676 million and an IRR of 15.1% using
assumptions for metal prices of US$1.50/lb Cu, US$7.50/oz Ag, US$550/oz Au and
US$10.00/lb Mo, a 8% discount rate, and US$75/tonne and US $0.075/lb for
treatment and refining charges, respectively, for Cu, based on market
conditions prior to the release of the P-SC Report. Using US$2.00 copper, the
after-tax NPV increases to US$1.718 billion and the IRR increases to 24.1%.
-
Projected capital cost of approximately US$ 1.3 billion, which would be
spent over a two year construction period prior to the start of production.
-
Average annual metal production over the first 10 years of approximately
418 million lbs of copper, 22,800 oz gold, 1,110,000 oz silver and 2,800,000
lbs of molybdenum.
-
The P-SC Report modeled a mine plan based on 678 million Inferred tonnes
at a grade of 0.62% Cu, 0.05g/t Au, 1.3 g/t Ag and 0.008% Mo with estimated
recoveries of 91% Cu, 30% Au (Panantza only), 70% Ag and 43% Mo.
-
The cost to produce a pound of payable copper, net of other metal credits,
and inclusive of marketing, smelting and transportation costs over the life of
mine is estimated to be US$0.73/lb.
-
The Panantza-San Carlos Project would generate up to 2,000 jobs during the
construction period and could create over five hundred direct and almost 4,000
indirect jobs during the estimated 20 year life.
-
Total estimated value of taxes, profit sharing and expenditures within
Ecuador over the twenty year Project life is approximately US$6 billion.
The assumptions that were used in the P-SC Report are reviewed
each quarter to ensure no material deleterious changes have occurred since the
technical report was produced. Where upside changes take place, such as an
increase in the long-term Cu price used in the P-SC Report, as recognized by
mining analysts and industry sources, the Reports lower value is maintained in
the analyses for conservatism. Where downside changes are identified, they are
reviewed for materiality and potential NPV impact. To date, management does not
believe that any material adjustments are applicable to the assumptions used in
the P-SC Report.
Management feels that the Panantza-San Carlos concessions
represent a rare opportunity to capitalize on 8 years of community work, project
engineering and management development expertise that has been built around the
companys Mirador Project. This body of knowledge will significantly assist in
the project development process and at the same time allow the company to take
economic advantage of the infrastructure that is being put in place for the
Mirador Project.
The Panantza-San Carlos Project has been recommended to proceed
to the Feasibility Study stage, which has an estimated budget requirement of
approximately US$12 million. The work includes detailed diamond drilling at both
deposits to fully delineate mineralization and provide core for metallurgical
and geotechnical studies. This work is planned to extend over a two year period.
In addition, a program of extensive community dialogue is being implemented in
cooperation with the MNNR to ensure that the input of local residents is
reflected in any planned development ideas.
Following is a summary Table of Resources setting out the
companys mineral property resources for its Panantza-San Carlos concession
blocks in the CCB.
Table of Resources Panantza-San Carlos Project
0.4%
Copper Cut-off
Inferred Resources
|
|
|
|
Project
|
Category
|
Tonnes
|
Cu%
|
Cu (lbs)
|
Panantza
|
Inferred*
|
463,000,000
|
0.66
|
6,688,000,000
|
San Carlos**
|
Inferred*
|
600,000,000
|
0.59
|
7,738,000,000
|
|
Total
Panantza-San Carlos
|
1,063,000,000
|
0.62
|
14,426,000,000
|
* does not include copper oxide mineralized material
that was previously included in resource estimate
|
** resources are calculated at 0.4% copper cut-off
using data previously released in June 2001 at a 0.65% copper cut-off
|
The Qualified Person under NI 43-101 for the resource
estimates quoted above is John Drobe, P.Geo, Chief Geologist, Corriente
|
Page 8 of 24
During the nine-month period ended September 30, 2009, the
company incurred exploration and development costs of $1,329,000 (2008
$936,000) for the Panantza-San Carlos Project, including $398,000 (2008
$441,000) for the three-month period ended September 30, 2009. The company
focused its development efforts for the Panantza-San Carlos Project on its
community relations programs in the district, and review of the status of all
exploration-based EIAs and associated audits.
To September 30, 2009, the company has capitalized acquisition
and development costs for the Panantza-San Carlos Project totalling
approximately $10,387,000.
Other Exploration Targets and the Machala
Port
For the nine-month period ended September 30, 2009, deferred
exploration costs of $10,000 (2008 $19,000) were attributed to the companys
remaining copper exploration targets in the CCB, comprised of the La Florida,
San Luis, San Marcos, San Miguel and Sutzu concessions, including $Nil (2008
$13,000) for the three-month period ended September 30, 2009. To September 30,
2009, the company has capitalized acquisition and development costs for its
remaining copper exploration targets totalling approximately $2,066,000.
For the nine-month period ended September 30, 2009,
expenditures to develop the companys concentrate shipping port facility in
Machala, Ecuador totalled $221,000 (2008 $193,000), including $93,000 (2008
$50,000) for the three-month period ended September 30, 2009. To September 30,
2009, the company has capitalized acquisition and development costs for the port
totalling approximately $2,386,000. The Machala port facility is comprised of a
27 hectare port site on the Santa Rosa Channel in Machala, which is connected to
the Mirador Project by a 400 km paved highway. It is expected that this facility
would provide the key Pacific shipping route access for the companys planned
copper concentrate shipments to reach overseas smelters.
Environmental
Environmental Impact
Assessment (EIA)
Under the new legislative and regulatory framework which the
Government of Ecuador has recently implemented for the mining industry, the MNNR
continues to be responsible for the EIA process. An EIA is required before any
single stage of work (e.g., initial exploration, advanced exploration,
construction and production) can proceed for a mining project in Ecuador. The
MAE has taken over responsibility for the EMP component of the EIA, and as a
result, the financial guarantee that is required to secure the obligations of a
projects EIA is now required to be issued in favour of the MAE. The amount of
the required guarantee is reviewed annually by the MAE in conjunction with the
MAEs annual audit of the companys EMPs.
On May 4, 2006, the Mirador Projects original EIA (Mirador
EIA) was approved by the MNNR. This EIA covers both the environmental aspects
of proposed mining operations in Mirador and community and social plans
associated with the same project. During the lengthy preparation of the EIA, the
company worked closely with the MNNR to ensure that the report met all required
government guidelines and regulations. The submission of the original Mirador
EIA and subsequent approval followed an extensive consultation process with
local communities carried out in late November and early December 2005. In
September 2006, the company filed an amendment to the Mirador EIA to allow for
mill, tailings and dump location changes to the original mine plan. While
subsequent public consultations were successful, the amended Mirador EIA was
rejected by authorities in May 2007 as development of a completely new
legislative and regulatory framework for mining was being undertaken by the
Ecuador Government to supersede what was in previously in place. In July 2009,
the company received approval from the MAE for updated EMPs for the Mirador
Project and Panantza-San Carlos Project, and a Water Use Permit from the
Secretariat of Water for the Mirador Project. The company was the first mining
company to receive these approvals.
To secure the companys project guarantees, which have been
issued by a large U.S. bank, the company is required to have cash deposits in
place, which vary in amount depending upon the related projects stage of
development and the banks guarantee deposit requirements.
Page 9 of 24
For the Mirador Project, the company has a cash deposit in
place at September 30, 2009 in the amount of US$1,210,000 ($1,296,000) as
security for the guarantee in favour of the MAE against the companys
obligations under the Mirador EIA. Prior to the implementation of the MAE
guarantee requirements, the company was required to have a cash security deposit
in place for the Mirador EIA guarantee of US$3,026,000 ($3,519,000) in favour of
the MNNR. These funds were returned to the company on August 7, 2009.
On July 26, 2007, the original Panantza-San Carlos EIA was
approved by the MNNR, with an updated EMP being approved in July 2009 by the
MAE. A cash deposit in the amount of US$447,000 ($479,000) is in place as
security for the guarantee in favour of the MAE against the companys
obligations under the Panantza-San Carlos EIA.
In December 2007, the MAE in Ecuador approved the EIA for the
companys port operation in Machala (the Machala EIA). In October 2008, the
MAE in Ecuador approved the Environmental License for the company to build and
operate this dedicated port. A cash deposit in the amount of US$243,000
($260,000) is in place as security for the guarantee in favour of the MAE
against the companys obligations under the Machala Port EIA.
On November 4, 2009, President Correa signed the new
Environment Regulations which will be applied to all mining operations in
Ecuador. Based upon a preliminary assessment of these regulations, management
believes that the provisions are generally consistent with the companys
expectations regarding environmental regulations governing mining operations
that are in place in other responsible mining jurisdictions.
For the company to receive a mine operating permit for any of
its projects, approvals for any EIA amendments and construction and
operating-related permit applications must be received from the MNNR, MAE and
other Ecuador governmental authorities, prior to the beginning of any mining
operations.
Financial Results of Operations
The information provided below highlights the companys
quarterly results for the past 8 quarters. All of the financial information
referenced below is expressed in Canadian dollars (unless otherwise noted) and
has been prepared in accordance with Canadian GAAP. The accounting policies
followed by the company are set out in note 2 to the audited consolidated
financial statements of the company for the fiscal year ended December 31, 2008
and have been consistently followed in the preparation of the current periods
consolidated financial statements, except that the company has adopted the
guideline governed by Section 3064 of the CICA Handbook, Goodwill and
Intangible Assets commencing January 1, 2009.
Financial Data for Last Eight Quarters
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of Canadian dollars, except for per
share amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-month period
ended
|
|
Sep-09
|
|
|
June-09
|
|
|
Mar-09
|
|
|
Dec-08
|
|
|
Sep-08
|
|
|
Jun-08
|
|
|
Mar-08
|
|
|
Dec-07
|
|
Total revenues
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
General and administrative expenses
|
$
|
1,021
|
|
$
|
1,919
|
|
$
|
1,257
|
|
$
|
824
|
|
$
|
713
|
|
$
|
823
|
|
$
|
931
|
|
$
|
961
|
|
Other expenses (income)
|
$
|
5,204
|
|
$
|
5,980
|
|
$
|
(3,078
|
)
|
$
|
(10,886
|
)
|
$
|
(3,664
|
)
|
$
|
15
|
|
$
|
(3,514
|
)
|
$
|
(560
|
)
|
Loss (earnings)
|
$
|
6,225
|
|
$
|
7,899
|
|
$
|
(1,821
|
)
|
$
|
(10,062
|
)
|
$
|
(2,951
|
)
|
$
|
838
|
|
$
|
(2,583
|
)
|
$
|
401
|
|
Basic and diluted loss (earnings) per share
|
$
|
0.08
|
|
$
|
0.10
|
|
$
|
(0.02
|
)
|
$
|
(0.14
|
)
|
$
|
(0.04
|
)
|
$
|
0.01
|
|
$
|
(0.03
|
)
|
$
|
0.01
|
|
As the company has not had any revenue-producing mineral
properties to date, no mining revenues are reflected in the above table.
In recent years, the companys net earnings and losses largely
reflect the impact of foreign exchange gains or losses on its holdings of US
dollars, stock-based compensation expense and the interest income earned from
Canadian and US cash and cash equivalents on hand, as well as investments.
Page 10 of 24
Since January 2007, the companys funds have been held
predominantly in US dollars, producing earnings from large foreign exchange
gains in the first quarter of 2009 and the first, third and fourth quarters of
2008. The significant losses in the second and third quarters of 2009 and third
quarter of 2007 were due to large foreign exchange losses.
In periods of loss, basic and diluted loss per share amounts is
the same because the effect of potential issuances of shares would be
anti-dilutive.
Three months ended September 30, 2009
For the three
months ended September 30, 2009, the company had a net loss of $6,225,000 (or
$0.08 per share), compared with earnings of $2,951,000 (or $0.04 per share) for
the same period in 2008. The largest effect on the loss came from a
strengthening of the Canadian dollar from US$1.1630 at June 30, 2009 to
US$1.0707 at September 30, 2009, which led to a foreign exchange loss of
$5,287,000 in the three months ended September 30, 2009 (2008 gain of
$3,150,000). As previously noted, the companys cash and cash equivalents are
predominantly in US dollars see
Risk Factors Market risk (a) Currency
risk
.
For the three-month period ended September 30, 2009, the
company recognized a stock-based compensation charge of $642,000 (2008
$438,000), of which $309,000 (2008 $193,000) is included in salaries, benefits
and stock-based compensation, $69,000 (2008 $Nil) is included in corporate
development and shareholder expenses and $264,000 (2008 $245,000) is
capitalized in mineral properties.
Interest income earned during the three months ended September
30, 2009 decreased to $53,000 from $484,000 in the same period in 2008 due
mainly to much lower yields on deposits and lower cash, cash equivalents and
investments balances. Corporate development and shareholder expenses increased
from $89,000 in the three months ended September 30, 2008 to $265,000 in the
three months ended September 30, 2009, as the company continues to evaluate
mineral development opportunities outside of Ecuador.
Total third quarter administration expenses increased in 2009
to $1,021,000 (2008 $713,000) due primarily to increased corporate development
expenses associated with the companys continuing review of potential
development projects outside of Ecuador, higher legal costs associated with the
Panantza-San Carlos marketing process, and (non-cash) stock-based compensation
expense which is directly related to changes in the companys share price for
the three months ended September 30, 2009.
Nine months ended September 30, 2009
For the nine
months ended September 30, 2009, the company had a net loss of $12,303,000 (or
$0.16 per share), compared with net earnings of $4,697,000 (or $0.06 per share)
for the same period in 2008. The largest effect on the loss came from a
strengthening of the Canadian dollar from US$1.2180 at December 31, 2008 to
US$1.0707 at September 30, 2009, which led to a foreign exchange loss of
$8,640,000 in the nine months ended September 30, 2009 (2008 gain of
$5,297,000). As previously noted, the companys cash and cash equivalents are
predominantly in US dollars see
Risk Factors Market risk (a) Currency
risk
.
For the nine-month period ended September 30, 2009, the company
recognized a stock-based compensation charge of $3,597,000 (2008 $1,202,000),
of which $1,844,000 (2008 $634,000) is included in salaries, benefits and
stock-based compensation, $160,000 (2008 $Nil) is included in corporate
development and shareholder expenses and $1,593,000 (2008 $568,000) is
capitalized in mineral properties. Consequently, salaries, benefits and
stock-based compensation was higher in the nine-month period ended September 30,
2009 ($2,832,000) as compared to the same period in 2008 ($1,434,000), due
mainly to the higher stock-based compensation expense. Most of the large
increase in stock-based compensation was due to the fact that the expiry dates
for certain options that were due to expire during the second half of 2008 and
early 2009 were extended, effective with shareholder approval which was received
at the companys May 2009 Annual General Meeting. With the appreciation of the
companys share price that has taken place in 2009, a significant stock-based
compensation charge was recorded during the three months ended June 30,
2009.
Page 11 of 24
Interest income earned during the nine months ended September
30, 2009 decreased to $444,000 from $1,776,000 in the same period in 2008 due to
mainly to much lower yields on deposits and also lower cash, cash equivalents
and investments balances. Salaries and benefits of $988,000 (2008 $800,000)
were also higher, due mainly to a bonus to senior management that was approved
and accrued in the first quarter after certain performance milestones were
achieved. Corporate development and shareholder expenses were higher in the
nine-month period ended September 30, 2009 ($739,000) as compared to the same
period in 2008 ($403,000) due to the companys corporate development activities
noted above.
The company operates within a single operating segment, which
is the exploration and development of copper-gold mineral properties. The
companys mineral property interests are in Ecuador, South America. The
consolidated statements of loss, comprehensive loss and deficit for the periods
presented reflect the companys Canadian operations only. All other Ecuador
operating expenses are capitalized to mineral properties, in accordance with the
companys accounting policy.
Liquidity, Investing and Capital
Resources
Generally, a non-GAAP financial measure is a numerical
measure of a companys performance, financial position or cash and cash
equivalents flows that either excludes or includes amounts that are not normally
excluded or included in the most directly comparable measure calculated and
presented in accordance with GAAP. Working capital calculations or changes are
not measures of financial performance (nor do they have standardized meanings)
under either Canadian or US GAAP. In evaluating these measures, readers should
consider that the methodology applied in calculating such measures may differ
among companies and analysts.
Working capital (defined as current assets minus current
liabilities) as at September 30, 2009 was $74,766,000, compared to $93,223,000
at December 31, 2008.
The main cash and cash equivalents flows during the nine-month
period ended September 30, 2009 were from investing activities including
maturities of promissory notes totalling $75,237,000 (2008 $Nil) and cash
applied to mineral property expenditures mainly associated with development of
the Mirador Project of $10,671,000 (2008 $11,070,000). Another cash investing
activity during the nine-month period ended September 30, 2009 was the
requirement to post two new EIA deposits, requiring outlays of US$1,657,000
($1,775,000) in total. A previous EIA deposit for Mirador in the amount of
US$3,026,000 ($3,519,000) was returned to the company on August 7, 2009. A
foreign exchange loss in the nine-month period ended September 30, 2009 of
$8,640,000 (2008 foreign exchange gain of $5,297,000) was the main reason for
the negative (2008 positive) cash flow from operating activities, as well as a
decrease in interest income to $444,000 (2008 $1,776,000).
At September 30, 2009, the companys cash equivalents are
invested in overnight bank deposits with R1-High investment ratings (DBRS) that
mature in less than 90 days. The company has no investments in asset-backed
commercial paper. As at September 30, 2009, all of the companys investments
with maturity dates greater than 90 days had matured (December 31, 2008 balance
$75,237,000).
The company has no long-term debt obligations, off-balance
sheet arrangements or material operating leases.
Historically, the companys capital requirements have been met
by equity subscriptions and from the proceeds of sale of certain mineral
property interests. The companys continuing operations as intended are
dependent on managements ability to raise required funding through future
equity issuances, debt financing, asset sales or a combination thereof (refer to
Risks Factors below). While the companys current working capital is considered
sufficient to fund the companys administrative overhead for the next several
years, substantial capital is required to complete the companys Mirador Project
and other CCB resource developments. Actual funding requirements may vary from
those planned due to a number of factors, including the progress of exploration
and project development activity and foreign exchange fluctuations.
Page 12 of 24
Outstanding Share Data
The companys authorized capital consists of an unlimited
number of common shares without par value. As at November 10, 2009, there were
75,349,893 common shares issued and outstanding, and options to purchase an
aggregate of 3,572,500 common shares, of which 1,961,251 had vested in
accordance with the vesting provisions discussed below.
Incentive Stock Option Plan
Under the companys Incentive Stock Option Plan (the Plan),
the number of shares that may be reserved for grant under the Plan is a rolling
maximum of 10% of the number of common shares actually outstanding immediately
prior to the grant of any particular option.
The exercise price established for options granted under the
Plan is equal to the closing market price of the companys shares on the Toronto
Stock Exchange on the trading day immediately prior to the grant of the option.
Options granted generally have expiry dates five years from the
date of grant and the following vesting provisions, which were implemented as of
February 2006:
-
Options granted to executive officers, directors and other head office
personnel vest on the basis of 1/16th of the total each quarter (from grant
date), with such vesting being accelerated based on a change in control of
Corriente or the attainment of clearly identified milestones, as determined by
the companys directors.
-
Options granted to Corriente subsidiary personnel vest on a cumulative
basis of 50% of the total granted after 12 months from the grant date, 75% of
the total granted after 18 months from the grant date and 100% of the total
granted after 24 months from grant date, with such vesting being accelerated
based on a change in control of Corriente, as determined by the companys
directors.
The following summarizes the stock options granted during the
nine months ended September 30, 2009:
Date of grant
|
|
Date of expiry
|
|
|
Exercise
|
|
|
Recipients
|
|
|
Granted
|
|
|
|
|
|
|
prices
|
|
|
|
|
|
|
|
January 1, 2009
|
|
January 1, 2014
|
|
|
$3.89
|
|
|
Executive officers
|
|
|
300,000
|
|
June 1, 2009
|
|
June 1, 2014
|
|
|
7.92
|
|
|
Directors
|
|
|
125,000
|
|
June 1, 2009
|
|
June 1, 2014
|
|
|
7.92
|
|
|
Head office employees and consultants
|
|
|
|
|
June 1, 2009
|
|
June 1, 2014
|
|
|
7.92
|
|
|
Subsidiary employees
|
|
|
255,000
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
825,000
|
|
The following is a summary of stock option transactions during
the nine months ended September 30, 2009:
|
|
|
Number
of
|
|
|
Weighted
average
|
|
|
|
|
options
|
|
|
exercise price
|
|
|
Balance at December 31, 2008
|
|
2,910,000
|
|
$
|
4.52
|
|
|
Granted
|
|
825,000
|
|
|
6.45
|
|
|
Exercised
|
|
(47,500
|
)
|
|
2.97
|
|
|
Forfeited
|
|
(115,000
|
)
|
|
4.68
|
|
|
Balance at September 30, 2009
|
|
3,572,500
|
|
$
|
4.98
|
|
Page 13 of 24
The following table shows additional information for stock
options outstanding and exercisable at September 30, 2009:
|
|
|
|
|
Number of
|
|
|
Number of
|
|
Exercise
|
|
Years to
|
|
|
options
|
|
|
options
|
|
prices
|
|
expiry
|
|
|
outstanding
|
|
|
vested and
|
|
|
|
|
|
|
|
|
|
exercisable
|
|
$2.27
|
|
0.8
|
|
|
325,000
|
|
|
325,000
|
|
4.50
|
|
1.3
|
|
|
25,000
|
|
|
25,000
|
|
5.25
|
|
1.4
|
|
|
400,000
|
|
|
350,000
|
|
5.50
|
|
1.6
|
|
|
60,000
|
|
|
60,000
|
|
5.35
|
|
1.7
|
|
|
100,000
|
|
|
81,252
|
|
5.37
|
|
1.9
|
|
|
85,000
|
|
|
63,750
|
|
5.10
|
|
2.0
|
|
|
75,000
|
|
|
56,250
|
|
4.70
|
|
2.0
|
|
|
165,000
|
|
|
165,000
|
|
4.59
|
|
2.2
|
|
|
4,375
|
|
|
1,250
|
|
4.10
|
|
2.3
|
|
|
290,000
|
|
|
181,250
|
|
3.66
|
|
2.8
|
|
|
125,000
|
|
|
70,315
|
|
4.90
|
|
2.8
|
|
|
295,000
|
|
|
272,500
|
|
5.41
|
|
3.3
|
|
|
315,000
|
|
|
115,000
|
|
4.60
|
|
3.7
|
|
|
483,125
|
|
|
196,566
|
|
3.89
|
|
4.3
|
|
|
300,000
|
|
|
37,500
|
|
7.92
|
|
4.7
|
|
|
525,000
|
|
|
16,879
|
|
|
|
2.8
|
|
|
3,572,500
|
|
|
2,017,512
|
|
Related party transactions
In June 2007, the
company completed the spin-off of its Caya 36 and Piedra Liza gold target assets
to Q2 Gold Resources Inc. (Q2 Gold) by means of a Plan of Arrangement (the
Arrangement). Q2 Gold has common officers and a common Board of Directors,
except that Q2 Gold has one additional director who is independent of
Corriente.
In connection with the Arrangement and to assist Q2 Gold with
its business objectives, Corriente and Q2 Gold entered into a collateralized,
interest-bearing convertible loan agreement dated April 23, 2007, pursuant to
which Corriente agreed to lend Q2 Gold up to $750,000 including accrued
interest, to be advanced in instalments (the Convertible Loan). By an
amendment dated September 25, 2008, the maximum facility amount of the
Convertible Loan was increased from $750,000 to $1,500,000 and the maturity date
extended to December 31, 2009.
The Convertible Loan principal and unpaid interest are due on
the earlier of December 31, 2009 and the first date on which Q2 Gold obtains a
prospectus filing receipt with respect to any of its securities in any province
of Canada. At any time prior to maturity, Corriente can require Q2 Gold to
convert, in whole or in part, the principal amount outstanding and accrued
interest of the Loan into Q2 Gold Shares at a conversion price equal to $0.10
per share. Q2 Gold can repay any portion of the outstanding Loan at any time
prior to maturity or conversion. The company believes the conversion feature of
the Convertible Loan is not material, therefore recognition and measurement of
the embedded derivative is not being presented.
The current state of financial markets makes it uncertain that
Q2 Gold will be able to raise the necessary debt or equity capital to repay the
Convertible Loan at maturity. In the event of any default of the repayment of
the Convertible Loan, the Q2 Gold assets which collateralize the Convertible
Loan would become property of the company in accordance with the terms of the
agreement. Management believes that the Q2 Gold assets would have a fair value
greater than or equal to the current carrying value of the Convertible Loan.
Significant changes in the fair value of the underlying assets could have an
impact on the company up to a maximum of the carrying value of the Convertible
Loan.
Corriente also provides certain non-technical management
services Q2 Gold which include, but not limited to, office, general accounting,
administrative and shareholder services, pursuant to a management services
agreement (the Agreement). The Agreement provides for a fee of $10,000 per
month for such services, which is accrued pursuant to the Convertible Loan.
Page 14 of 24
For the nine-month period ended September 30, 2009, the company
accrued $90,000 (2008 $90,000) and $47,000 (2008 $33,000) in respect of
administrative services and accrued interest on the Convertible Loan,
respectively.
The foregoing related party transactions are recorded at the
exchange amount, which is the amount of consideration paid or received as
established and agreed to between the parties.
At September 30, 2009, the balance of the Convertible Loan
receivable from Q2 Gold, including management fees and accrued interest, was
$1,185,000 (December 31, 2008 $957,000).
Accounting Estimates, Policies and
Standards
When a new Canadian accounting standard is released, the
Chief Financial Officer undertakes a review and evaluation to determine if it is
applicable. If there is any uncertainty in its applicability, Corriente solicits
the input of its professional advisors and the Audit Committee. If the new
standard is applicable to Corriente, it is then analyzed and summarized in a
manner that effectively documents and evaluates the impact on Corriente, and to
determine the immediate action, if any, Corriente would need to undertake in
order to comply with the new standard. Quarterly, the documented standards are
reviewed, and updated as required, to ensure that a standard is still
applicable, and that Corriente remains in compliance.
The preparation of financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Significant estimates and assumptions are used in
determining possible impairment of mineral property costs, the fair values of
stock options and financial instruments, asset retirement obligations and future
income tax assets. The company evaluates its estimates on an on-going basis and
bases them on various assumptions that are believed to be reasonable under the
circumstances. The companys estimates form the basis for making judgments about
the carrying value for assets and liabilities that are not readily apparent from
other sources. Actual results may differ from those estimates. Should the
company be unable to meet its ongoing obligations, the realizable value of its
assets may decline materially from current estimates.
The details of the companys significant accounting policies
are presented in note 2 of the companys audited consolidated financial
statements for the year ended December 31, 2008, which can be found on SEDAR and
have been consistently followed in the preparation of these consolidated
financial statements except that the company has adopted the following CICA
guideline effective January 1, 2009:
The CICA issued the new Handbook Section 3064, Goodwill and
Intangible Assets, which replaces Section 3062, Goodwill and Intangible
Assets. The new standard establishes revised standards for the recognition,
measurement, presentation and disclosure of goodwill and intangible assets. The
new standard also provides guidance for the treatment of pre-production and
start-up costs and requires that these costs be expensed as incurred if the
costs do not meet the definition of property, plant and equipment. On January 1,
2009, the company adopted these changes, with no impact on its consolidated
financial statements.
Recent Accounting Pronouncements Issued But Not
Implemented
In January 2009, Sections 1582, 1601 and 1602 were added
to the CICA Handbook and are harmonized with International Financial Reporting
Standards. Section 1582 specifies a number of changes, including: an expanded
definition of a business combination, a requirement to measure all business
acquisitions at fair value, a requirement to measure non-controlling interests
at fair value, and a requirement to recognize acquisition-related costs as
expenses. Section 1601 establishes the standards for preparing consolidated
financial statements. Section 1602 specifies that non-controlling interests be
treated as a separate component of equity, not as a liability or other item
outside of equity. These new standards are effective for 2011. Early adoption is
permitted.
Page 15 of 24
International Financial Reporting Standards
(IFRS)
In February 2008, the CICAs Accounting Standards Board
confirmed that IFRS will replace Canadian GAAP in 2011 for profit-oriented
Canadian publicly accountable enterprises. Corriente will be required to report
its results in accordance with IFRS beginning in 2011. The company has developed
a changeover plan to complete the transition to IFRS by January 1, 2011,
including the preparation of required comparative information.
There are three key stages to Corrientes transition plan:
|
1.
|
Identification of a project work plan outlining potential
conversion issues applicable to our industry. This phase assigns
responsibilities for each of the identified issues, estimates the time,
duration and costs associated with each major deliverable within the plan,
and presents an overall project timeline and percentage of completion
reporting from key responsible persons.
|
|
|
|
|
2.
|
Identification of the significant accounting policies
that relate to each of the major conversion issues applicable to the
company. This stage identifies the changes to the accounting policies that
will be required with IFRS and adjusts the plan identified in Stage One
accordingly.
|
|
|
|
|
3.
|
Management of dual reporting under Canadian GAAP and
IFRS. This phase determines the mapping between the different accounts
identified in our chart of accounts and applies this mapping to generate
reporting under IFRS.
|
To date, management has made the conversion project a high
priority and committed to a structured approach to the required changes.
Transition team members have been identified and responsibilities are being
determined. At this stage, key areas of consideration are primary conversion
requirements, conversion requirements at both the parent and subsidiary levels,
responsibilities of team leaders, task owners and responsibilities, start and
end dates for tasks, estimations of time requirements and measurement and
reporting of percentage of completion of task requirements.
Management has identified the technology changes and tools
required to ensure the success of the conversion, as well as the external
consultants needed to advise the company throughout the project.
The company is in the process of developing an IFRS
implementation plan to prepare for its transition, and has begun analyzing the
key areas where changes to current accounting policies may be required. While an
analysis will be required for all accounting policies, the initial key areas of
assessment will include:
-
Exploration and evaluation expenditures;
-
Asset impairment;
-
Foreign-currency translation;
-
Stock-based compensation;
-
Property, plant and equipment;
-
Accounting for income taxes; and
-
First-time adoption of International Financial Reporting Standards (IFRS
1).
As the analysis of each of the key areas progresses, other
elements of the companys IFRS implementation plan will also be addressed,
including the implication of changes to accounting policies and processes,
financial statement note disclosures on information technology, internal
controls, contractual arrangements and employee training.
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining
disclosure controls and procedures and internal control over financial reporting
for the company.
Corriente has regularly-applied procedures that, when
considered in the aggregate and in conjunction with current internal controls,
are considered to be effective disclosure controls. In addition, Corriente
utilizes a Corporate Disclosure Committee (the CD Committee), comprised of the
Chief Executive Officer, Senior Vice-President and Chief Financial Officer, to
supplement these periodic processes.
Page 16 of 24
The Chief Executive Officer and the Chief Financial Officer
have evaluated whether there were any material changes to the companys
disclosure controls and procedures during the most recent interim period ended
September 30, 2009 that have materially affected, or are reasonably likely to
materially affect the companys disclosure controls and procedures. No material
changes were identified from their evaluation.
Internal Controls Over Financial Reporting
(ICFR)
Management has designed, established and is maintaining a
system of ICFR to provide reasonable assurance that the financial information
disclosed in this MD&A and the related financial statements that was
prepared by the company for external purposes is reliable and has been recorded,
processed, summarized and reported to the companys Board of Directors and Audit
Committee in an accurate and timely manner in accordance with Canadian GAAP and
reconciled to US GAAP on an annual basis.
The Chief Executive Officer and the Chief Financial Officer
have evaluated whether there were any material changes to the companys ICFR
during the most recent interim period ended September 30, 2009 that have
materially affected, or are reasonably likely to materially affect the companys
ICFR. No material changes were identified from their evaluation.
As in prior quarters, the companys Audit Committee reviewed
this MD&A and the unaudited interim consolidated financial statements for
the period ended September 30, 2009, prior to their release.
Risk Factors
Companies operating in the
mining industry face many and varied kinds of risks. While risk management
cannot eliminate the impact of all potential risks, the company strives to
manage such risks to the extent possible and practical. It should be noted that
this list is not exhaustive and that other risk factors may apply. Few
exploration projects successfully achieve development and production, due in
some cases to factors that cannot be predicted or foreseen. An investment in the
company may not be suitable for all investors. Following are the risk factors
which the companys management believes are most important in the context of the
companys business.
Foreign Country and Political Risk
The mineral
properties on which the company is actively pursuing its exploration and
development activities are all located in Ecuador, South America. As a result,
the company is subject to certain risks, including currency fluctuations and
possible political or economic instability in Ecuador, which may result in the
impairment or loss of mineral concessions or other mineral rights. In recent
history, Ecuador has undergone numerous political changes at the national
executive branch, legislative branch and judicial branch levels. Also, mineral
exploration and mining activities may be affected in varying degrees by
political instability and government regulations related to the mining industry.
Any changes in regulations or shifts in political attitudes are
beyond the control of the company and may adversely affect its business.
Exploration may be affected in varying degrees by government regulations with
respect to restrictions on future exploitation and production, price controls,
export controls, foreign exchange controls, import duties, royalties, income
taxes, expropriation of property, environmental legislation and mine and/or site
safety.
Despite the April 29, 1996 Agreement between the Government of
Canada and the Government of the Republic of Ecuador for the Promotion and
Reciprocal Protection of Investments, the companys mineral properties could
conceivably be expropriated by the Ecuador Government, which could result in a
significant or total loss for the company without compensation.
In November 2006, Rafael Correa won the Ecuador Presidential
run-off election over Alvaro Noboa and officially took office on January 15,
2007. During the intervening (transition) period, the administration of
President Alfredo Palacio experienced a number of indigenous protests in
southeast Ecuador which eventually resulted in the suspension of the companys
exploration and development activities (see
Properties in Advanced
Development - Mirador Project
) and a delay in the Mirador Projects
development timeline.
Page 17 of 24
Since President Correas January 15, 2007 initial inauguration,
his administration has focused primarily on exacting electoral and governmental
reforms. In April 2007, a National Referendum approved the creation of a
Constitutional Assembly to replace Congress. On September 30, 2007,
Constitutional Assembly elections were held in which President Correas Allianza
Pais party (APP) had elected 80 of the 130 members of the Constitutional
Assembly, thereby giving the President a clear majority in the Assembly.
On April 18, 2008, the Constitutional Assembly of Ecuador
passed into law the Mandate, which established a number of conditions and
restrictions on metallic mining concessions previously issued by the Government
of Ecuador
(see Significant events for the prior and current fiscal year to
date).
In September 2008, a new Constitution was approved in a National
Referendum and the Constitutional Assembly disbanded and replaced by the
Congressillo.
National elections were held in April 2009.
President Correa
won 52% of the vote, 24 points ahead of
the next closest presidential candidate. Additionally, President
Correas APP won 61 of the 124 seats within the countrys new National Assembly,
with the next closest party (P. Sociedad Patriotico (PSP)) winning 22 seats.
To date, the APP has been able to obtain an
absolute majority (of 63 or
more) through strategic alliances with one or more of the other Ecuador
political parties. The PSP are on record as endorsing mining in Ecuador.
President Correa, and the elected National Assembly members and provincial /
city officials began their 4-year terms of office on August 14, 2009 and August
4, 2009, respectively.
According to the MNNR, the new Mining Law enacted on January
29, 2009, together with the recently-enacted Regulations, establishes the new
legal framework for mining. However, the terms and conditions of exploitation
contracts need to be known before a determination of the potential for a
feasible mining environment in Ecuador can be reasonably assured, creating some
uncertainty regarding the mining industry in Ecuador. To date, the companys
discussions with the MNNR and legal counsel have not resulted in a determination
of any material impairment in the carrying value of the companys concessions as
a result of the lack of defined Regulations.
While the new Mining Law is considered to be a significant
milestone for the country, and President Correa remains a staunch supporter of
large-scale mining, the development and implementation of the terms and
conditions that would foster feasible mining investments in Ecuador are
important steps which are presently outstanding.
To mitigate such risk, the company funds its Ecuador operations
on an as-needed basis and works closely with federal and territorial governments
and community groups. The company does not presently maintain political risk
insurance for its foreign exploration and development projects.
Economic Instability May Affect the Companys
Business
Since the middle of 2008, macroeconomic events, including global
economic uncertainty, reduced confidence in financial markets, bank failures and
credit availability concerns have negatively affected and created significant
volatility for commodity prices, including copper. Within this timeframe, the
companys market capitalization has fluctuated significantly. Although
circumstances may improve over the longer term, the impact upon the companys
liquidity and its ability to raise the capital required to execute its business
plans going forward may be negative. As a result, the company will consider its
business plans and options for the balance of 2009 and 2010. The company intends
to preserve its cash balances to the greatest extent possible by minimizing
capital and operational expenditures where possible.
The company has assessed the current carrying values of its
mineral properties and based on current and expected metals prices and cost
structures, management has determined that the values of the companys mineral
properties have not been impaired at this time. However, should market
conditions and commodity prices become significantly worse than at present,
recognition of an impairment of mineral properties may be required.
Exploration and Mining Risks
The business of
exploring for minerals and mining involves a high degree of risk. Due in some
cases to factors that cannot be foreseen, only a small proportion of the
properties that are explored are ultimately developed into producing mines.
There is no assurance that the companys mineral exploration activities will result in any discoveries of new bodies of commercial ore.
At present, only the companys Mirador Project property has proven or probable
reserves. Any planned exploration programs for the companys other properties
are exploratory searches for proven or probable reserves. The mining areas
presently being assessed by the company may not contain economically recoverable
volumes of minerals or metals.
Page 18 of 24
The operations of the company may be disrupted by a variety of
risks and hazards which are beyond the control of the company, including labour
disruptions, accidents, the inability to obtain suitable or adequate machinery,
equipment or labour, indigenous protests and other risks involved in the conduct
of exploration programs. Once economically recoverable volumes of minerals are
found, substantial expenditures are required to establish reserves through
drilling, to develop metallurgical processes, to develop the mining and
processing facilities and infrastructure at any site chosen for mining. Although
substantial benefits may be derived from the discovery of a major mineralized
deposit, no assurance can be given that minerals will be discovered in
sufficient quantities or be of sufficient grade to justify commercial operations
or that funds required for development can be obtained on a timely basis. The
economics of developing copper, gold and other mineral properties is affected by
many factors including the cost of operations, variations of the grade of ore
mined, fluctuations in the price of minerals produced, costs of processing
equipment and such other factors as government regulations, including
regulations relating to environmental protection. In addition, the grade of
mineralization ultimately mined may differ from that indicated by drilling
results and such differences could be material. Depending on the price of copper
or other minerals produced, which have fluctuated widely in the past, the
company may determine that it is impractical to commence or continue commercial
production.
An additional project risk related to the companys development
of its Mirador and Panantza-San Carlos Projects includes the cyclical demand for
major components and resources utilized in a mines construction and operation,
including equipment, parts and qualified employees. These same conditions may
also adversely impact the mines ultimate construction schedule if an inordinate
demand on metals causes shortages or cost increases.
Surface Rights and Access
Although the company
acquires the rights to some or all of the minerals in the ground subject to the
tenures that it acquires, or has a right to acquire, in most cases it does not
thereby acquire any rights to, or ownership of, the surface to the areas covered
by its mineral tenures. In such cases, applicable mining laws usually provide
for rights of access to the surface for the purpose of carrying on mining
activities, however, the enforcement of such rights can be costly and time
consuming. In areas where there are no existing surface rights holders, this
does not usually cause a problem, as there are no impediments to surface access.
However, in areas where there are local populations or land owners, it is
necessary, as a practical matter, to negotiate surface access rights or
ownership. There can be no guarantee that, despite having the legal right to
access the surface and carry on mining activities, the company will be able to
negotiate a satisfactory agreement with any such existing landowners/occupiers
for such access, and therefore it may be unable to carry out mining activities.
In addition, in circumstances where such access is denied, or no agreement can
be reached, the company may need to rely on the assistance of local officials or
the courts in such jurisdiction.
Estimates of Mineral Resources and Production
Risks
The mineral resource estimates disclosed by the company are
estimates only, and no assurance can be given that any proven or probable
reserves will be discovered or that any particular level of recovery of minerals
will in fact be realized or that an identified reserve or resource will ever
qualify as a commercially mineable (or viable) deposit which can be legally and
economically exploited. In addition, the grade of mineralization which may
ultimately be mined may differ from that indicated by drilling results and such
differences could be material. Production can be affected by such factors as
permitting regulations and requirements, weather, earthquakes, fire,
environmental factors, unforeseen technical difficulties, unusual or unexpected
geological formations and work interruptions. Consequently, the companys
estimated mineral resources should not be interpreted as assurances or evidence
of commercial viability or potential or of the profitability of any future
operations.
Financing Risks
The company has no source of positive
operating cash flow and has no assurance that additional funding that could be
needed in addition to its cash and cash equivalents on hand will be available
for further exploration and project development. Further advanced
development of one or more of the companys properties will be dependent upon
the companys ability to obtain financing through joint venturing, equity or
debt financing or other means. Although the company has been successful in the
past in obtaining financing through the sale of equity securities, there can be
no assurance that the company will be able to obtain adequate financing in the
future or that the terms of such financing will be favourable. Failure to obtain
such additional financing could result in delay or indefinite postponement of
further development of its projects.
Page 19 of 24
Additional funds raised by the company through the issuance of
equity or convertible debt securities will cause the companys current
stockholders to experience dilution. Such securities may grant rights,
preferences or privileges senior to those of the companys common
stockholders.
Limited Experience with Development-Stage Mining
Operations
The company has no previous experience in placing mineral
properties into production and its ability to do so will be dependent upon using
the services of appropriately experienced personnel or entering into agreements
with other major resource companies or contractors that can provide such
expertise. There can be no assurance that the company will have available to it
the necessary expertise when and if it places its mineral properties into
production.
Base and Precious Metals Prices
The principal
activity of the company is the exploration and development of copper-gold
mineral properties. The mineral exploration and development industry in general
is intensely competitive and there is no assurance that, even if commercial
quantities of proven and probable reserves are discovered, a profitable market
may exist for the sale of the same. Factors beyond the control of the company
may affect the marketability of any substances discovered. Base and precious
metals prices have fluctuated widely, particularly in recent years. The feasible
development of such properties is highly dependent upon the price of copper and,
to a lesser extent, gold. A sustained and substantial decline in commodity
copper prices could result in the write-down, termination of exploration and
development work or loss of its interests in identified mineral properties.
Competition
The company competes with many companies
that have substantially greater financial and technical resources for the
acquisition of mineral properties and mining and processing equipment, the
securing of engineering services and the recruitment and retention of qualified
employees and consultants.
Environmental and other Regulatory Requirements
The
activities of the company are subject to environmental regulations promulgated
by government agencies from time to time. Environmental legislation generally
provides for restrictions and prohibitions on spills, releases or emissions of
various substances produced in association with certain mining industry
operations, such as seepage from tailings disposal areas, which would result in
environmental pollution. A breach of such legislation may result in imposition
of fines and penalties. In Ecuador, the companys operations require the
submission and approval of EIAs, EMPs and Water Use Concessions. Environmental
legislation is evolving in a manner which means stricter standards, and
enforcement, fines and penalties for non-compliance are more stringent.
Environmental assessments of proposed projects carry a heightened degree of
responsibility for companies and directors, officers and employees. The cost of
compliance with changes in governmental regulations has a potential to reduce
the profitability of operations.
Companies engaged in exploration and development activities
generally experience increased costs and delays as a result of the need to
comply with applicable laws, regulations and permits. There can be no assurance
that all permits which the company may require for exploration and development
of its properties will be obtainable on reasonable terms or on a timely basis,
or that such laws and regulations would not have an adverse effect on any
project that the company may undertake.
The company believes it is in substantial compliance with all
material laws and regulations which currently apply to its activities. However,
there may be unforeseen environmental liabilities resulting from exploration
and/or mining activities and these may be costly to remedy. Failure to comply
with applicable laws, regulations, and permitting requirements may result in
enforcement actions thereunder, including orders issued by regulatory or
judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures,
installation of additional equipment, or remedial actions. Parties engaged in
exploration operations may be required to compensate those suffering loss or
damage by reason of the exploration activities and may have civil or criminal
fines or penalties imposed for violations of applicable laws or regulations and,
in particular, environmental laws.
Page 20 of 24
Amendments to current laws, regulations and permits governing
operations and activities of exploration companies, or more stringent
implementation thereof, could have a material adverse impact on the company and
cause increases in expenditures and costs or require abandonment or delays in
developing new mining properties.
Corrientes policy is to abide by the regulations and
requirements of Ecuador and the companys Health, Safety and Environmental
Policies, as well as its approved EIAs, EMPs and Water Use Concessions.
Infrastructure
Mining, development and exploration
activities depend, to one degree or another, on adequate infrastructure.
Reliable roads, bridges, power sources and water supply are important
determinants which affect capital and operating costs. The lack of availability
on acceptable terms or the delay in the availability of any one or more of these
items could prevent or delay development of the companys projects. If adequate
infrastructure is not available in a timely manner, there can be no assurance
that the development of the companys projects will be commenced or completed on
a timely basis, if at all; the companys operations will achieve anticipated
results; or the construction costs and ongoing operating costs associated with
the development of the companys advanced-stage exploration projects will not be
higher than anticipated. In addition, unusual or infrequent weather phenomena,
sabotage, or community, government or other interference in the maintenance or
provision of such infrastructure could adversely affect the companys operations
and profitability.
Uninsured or Uninsurable Risks
The company may become
subject to liability for pollution or hazards against which it cannot insure or
may elect not to insure where premium costs are disproportionate to the
companys perception of the relevant risks. The payment of such insurance
premiums and of such liabilities would reduce the funds available for
exploration, development and production activities.
Title Matters
Title to and the area of mining
concessions may be disputed. Although the company has taken steps to verify the
title to mineral properties in which it has an interest in accordance with
industry standards for the current stage of exploration of such properties,
these procedures do not guarantee the companys title. Property title may be
subject to unregistered prior agreements or transfers and title may be affected
by undetected defects or the rights of indigenous peoples.
Repatriation of Earnings
Currently there are no
restrictions on the repatriation from Ecuador of earnings to foreign entities.
However, despite the existence of a Canada-Ecuador Tax Treaty, there can be no
assurance that restrictions on repatriation of earnings from Ecuador will not be
imposed in the future.
Foreign Subsidiaries
The company conducts operations
through foreign subsidiaries and substantially all of its assets are held in
such entities. Accordingly, any limitation on the transfer of cash or other
assets between the parent corporation and such entities, or among such entities,
could restrict the companys ability to fund its operations efficiently. Any
such limitations, or the perception that such limitations may exist now or in
the future, could have an adverse impact on the companys valuation and stock
price.
Dependence on Key Personnel
The companys development
to date has largely depended on, and in the future will continue to depend on,
the efforts of key management, project management and operations personnel. Loss
of any of these people could have a material adverse effect on the company and
its business. The company has not obtained and does not intend to obtain
key-person insurance in respect of any officers or other employees.
Page 21 of 24
Share Price Fluctuations
In recent years, the securities markets have experienced a high
level of price and volume volatility, and the market price of securities of many
companies, particularly those considered development-stage companies such as the
company, have experienced wide fluctuations in price which have not necessarily
been related to the underlying asset values or prospects of such companies.
Price fluctuations will continue to occur in the future.
No Dividends
The company has no history of earnings
from operations and, due to the nature of its business, there can be no
assurance that the company will ever be profitable. Investors cannot expect to
receive a dividend on their investment in the company in the foreseeable future,
if ever. Investors should not expect to receive any return on their investment
in the companys securities other than possible capital gains.
Financial Risk
The companys financial instruments
are exposed to certain financial risks, including credit risk, liquidity risk
and market risk (including interest rate, foreign exchange rate and copper price
risk).
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 payment obligations. The companys credit risk is primarily
attributable to cash and cash equivalents and investments.
The companys cash and cash equivalents and investments are
held at a large Canadian financial institution, which has no known liquidity
problems. Any cash maintained in Ecuador is held in a well-established bank,
with no known liquidity problems. The companys cash equivalent investments
(presented as part of cash and cash equivalents) comprise financial instruments
issued by a Canadian chartered bank that carry R1-High (DBRS) investment ratings
and mature in less than 90 days. The companys largest concentration of
financial assets, investments, is exclusively in an instrument of a Canadian
Crown corporation and carries an R1-High (DBRS) investment rating and is easily
liquidated. The company has no investments in asset-backed commercial paper. The
company manages counterparty credit risk by regularly monitoring counterparty
credit ratings.
The companys accounts receivable consist mainly of GST
receivable due from the Government of Canada. The EIA deposits in the amount of
US$1,900,000 included in other assets are held in a major US bank and comprise
financial instruments issued by a large US bank.
The convertible loan in the amount of $1,185,000 is due from Q2
Gold, a related company, and its subsidiaries. Q2 Golds assets are primarily
made up of concessions located in Ecuador which are believed to have gold
resource potential. The convertible loan is collateralized by the assets of Q2
Gold, which are considered to have a fair value greater than their net book
value.
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 in note 12 to the audited consolidated financial
statements for the years ended December 31, 2008 and 2007.
Accounts payable relating to mineral properties and other
accounts payable and accrued liabilities are due within the current operating
period. As at September 30, 2009, the company had a total cash and cash
equivalents balance of $74,628,000 to settle current liabilities of
$1,098,000.
Market risk
Market risk is the risk of loss that may arise
from changes in market factors such as foreign exchange, interest rates and
commodity prices.
(a) Currency risk
The companys expenditures are
predominantly in US dollars and any future equity raised is expected to be
predominantly in Canadian dollars. The company conducts the majority of its
business in Ecuador, which uses the US dollar as its primary economic currency.
Future project development expenditures are expected to be paid in US dollars. A
significant change in the relative currency exchange rates between the Canadian dollar and the US dollar would have an effect on
the companys balance sheets, statements of earnings (loss) and cash flows.
Page 22 of 24
As such, the company is subject to risk due to fluctuations in
the exchange rates for the US and Canadian dollar. Beginning in 2007, the
company began maintaining balances in Canadian and US dollars in a proportion
related to the magnitude of future mineral property, plant and equipment, and
administrative expenditures, and the jurisdictions in which they will likely be
made. The company has not hedged its exposure to currency fluctuations.
At September 30, 2009, the company is exposed to currency risk
through the following financial assets and liabilities denominated in US
dollars:
|
|
in thousands of US dollars
|
|
|
|
September
|
|
|
December 31,
|
|
|
|
30,
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
58,532
|
|
$
|
3,703
|
|
Investments
|
|
|
|
|
61,771
|
|
Other assets
|
|
1,900
|
|
|
3,518
|
|
Accounts payable
relating to mineral properties
|
|
(945
|
)
|
|
(1,151
|
)
|
Based on the above net exposures as at September 30, 2009, and
assuming that all other variables remain constant, a 10% depreciation or
appreciation of the Canadian dollar against the US dollar would result in an
increase or decrease of approximately $5,949,000 in the companys net loss.
(b) 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 investments or EIA deposits included in other
assets is limited because these deposits will be held to maturity, have fixed
interest rates and were issued by a Canadian Crown corporation or major bank.
Changes in interest rates would not have a significant impact on the companys
consolidated statements of earnings (loss).
(c) Commodity price risk
Commodity price risk is defined as
the potential adverse impact on earnings or economic value due to commodity
price movements and volatilities. The company closely monitors commodity prices
of copper, individual equity movements, and the stock market to determine the
appropriate course of action to be taken by the company. Fluctuations in
commodity pricing may be significant, and the associated price risk cannot be
estimated at this stage of the companys development. The company does not have
any hedging or other commodity-based risks respecting its operations.
Cautionary Statement on Forward-Looking Statements
This MD&A contains forward-looking statements that relate to
future events or Corriente's future performance. All statements other than
statements of historical fact are forward-looking statements. These statements
include, but are not limited to, statements concerning the future financial and
operating performance of Corriente, its subsidiaries and its current and
proposed mineral projects; the future price of copper, gold and other precious
and base metals; the estimation of mineral reserves and resources; the
realization of mineral reserve estimates; the timing and amount of estimated
future production; anticipated costs of production; working capital
requirements; capital and exploration expenditures; costs and timing of mine
development, processing facility construction and the development of new
deposits; costs and timing of future exploration; requirements for additional
capital; government regulation of mining operations; environmental risks;
reclamation expenses; title disputes or claims; limitation of insurance
coverage; the timing and possible outcome of pending litigation and regulatory
matters; and the potential for a sale of the company or one or more of its
principal assets.
Often, but not always, forward-looking statements can be
identified by the use of words such as plans, proposes, expects, is
expected, budget, scheduled, estimates, forecasts, intends,
anticipates, or believes or variations (including negative variations) of
such words and phrases, or state that certain actions, events or results may, could,
would, might or will be taken, occur or be achieved.
Page 23 of 24
The forward-looking statements contained herein are based on a
number of assumptions that the company believes are reasonable, but may prove to
be incorrect. These assumptions include, but are not limited to, assumptions
that the current economic uncertainty and financial market volatility will not
prevent the timely realization of the company's development plans; that foreign
exchange rates will remain approximately at current levels; that the supply and
demand for copper will develop as expected; that the company receives regulatory
approvals for its exploration and development projects on a timely basis; that
the company is able to obtain financing for the companys development projects
on reasonable terms; that engineering and construction timetables and capital
costs for the companys development projects are not incorrectly estimated or
affected by unforeseen circumstances; that the companys reserve estimates are
within reasonable bounds of accuracy and that the geological, operational and
price assumptions on which they are based are reasonable; that the company is
able to retain or hire the personnel it needs to carry out its business plan;
and that a feasible mining industry environment is facilitated and fostered by
the Ecuador Government.
However, forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Corriente to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. Such factors include, but are not limited to, the
current significant general economic uncertainty and financial market
volatility; exploration and mining risks; uncertainties relating to surface
rights; the actual results of current exploration activities; realization of
resource estimates; ability to obtain financing; the outcome of negotiations;
conclusions of economic evaluations and studies; changes in project parameters
and returns as plans continue to be refined; future prices of copper, gold, and
other by-product credit metals; increased competition in the mining industry for
properties, equipment and qualified personnel; risks associated with
environmental compliance and permitting, including those created by changes in
environmental legislation and regulation; the risk of arbitrary changes in law;
title risks; risks relating to repatriation of earnings; social and political
risks associated with operations in foreign countries; the risk of loss of key
personnel; significant fluctuations in the exchange rates for United States and
Canadian currency; and delays in the completion of development and construction
activities , as well as those factors discussed under the heading Risk Factors
elsewhere in this MD&A.
Although the company has attempted to identify important
factors that could cause actual actions, events or results to differ materially
from those described in forward-looking information, there may be other factors
that cause actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking information will prove
to be accurate, as actual results and future events could differ materially from
those anticipated in such statements.
Forward-looking statements contained herein are made as of the
date hereof. The company undertakes no obligation to update publicly or
otherwise revise any forward-looking statements or the foregoing lists of
factors and assumptions, whether as a result of new information, future events
or results or otherwise, except as required by law. Because forward-looking
statements are inherently uncertain, readers should not place undue reliance on
them. The forward-looking statements contained herein are expressly qualified in
their entirety by this cautionary statement.
Cautionary Note to US Investors
All
references to mineral reserves and mineral resources contained in this MD&A
are determined in accordance with National Instrument 43-101 -- Standards of
Disclosure for Mineral Projects (NI 43-101), as required by Canadian
securities regulations. While the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource are
recognized and required by NI 43-101, they are not defined or recognized by the
U.S. Securities and Exchange Commission (the "SEC). As such, information
contained in this MD&A concerning descriptions of mineralization and
resources, as determined in accordance with NI 43-101, may not be comparable to
similar information made public in accordance with the requirements of the SEC.
Indicated mineral resources and inferred mineral resources have a great
amount of uncertainty as to their existence, and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or any part of
mineral resources constitutes or will ever be converted into reserves.
Page 24 of 24
Corriente Resources Inc.
(A
Development Stage Enterprise)
Interim Consolidated Financial Statements
For the three
and nine-month periods ended September 30, 2009
(expressed in Canadian
dollars)
(Unaudited)
Corriente Resources Inc.
|
(a development stage enterprise)
|
Consolidated Balance Sheets
|
(Unaudited)
|
(expressed in thousands of Canadian dollars)
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
74,628
|
|
$
|
18,540
|
|
Investments
|
|
|
|
|
75,237
|
|
Accounts receivable and prepayments
|
|
51
|
|
|
84
|
|
Convertible loan (note 7)
|
|
1,185
|
|
|
957
|
|
|
|
|
|
|
|
|
|
|
75,864
|
|
|
94,818
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Mineral properties (note 3)
|
|
106,805
|
|
|
94,489
|
|
Equipment (note 4)
|
|
1,221
|
|
|
1,541
|
|
Other assets (note
5)
|
|
2,181
|
|
|
4,285
|
|
|
|
|
|
|
|
|
|
|
110,207
|
|
|
100,315
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
$
|
186,071
|
|
$
|
195,133
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Accounts payable relating to mineral
properties
|
$
|
1,012
|
|
$
|
1,402
|
|
Other accounts
payable and accrued liabilities
|
|
86
|
|
|
193
|
|
|
|
|
|
|
|
|
|
|
1,098
|
|
|
1,595
|
|
|
|
|
|
|
|
|
Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
236,391
|
|
|
235,996
|
|
Options (note 6 (c))
|
|
7,815
|
|
|
4,718
|
|
Contributed surplus
|
|
1,718
|
|
|
1,472
|
|
Deficit
|
|
(60,951
|
)
|
|
(48,648
|
)
|
|
|
|
|
|
|
|
|
|
184,973
|
|
|
193,538
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
|
$
|
186,071
|
|
$
|
195,133
|
|
Nature of operations note 1
Commitments note
3
Measurement uncertainty notes 3 and 7
Approved by the Board of Directors
Kenneth Shannon
|
|
Dale Peniuk
|
|
|
Director
|
|
Director
|
The accompanying notes are an integral part of these
consolidated financial statements.
Corriente Resources Inc.
|
(a development stage enterprise)
|
Consolidated Statements of Changes in Shareholders Equity
|
For the nine-month period ended September 30, 2009
|
(Unaudited)
|
(expressed in thousands of Canadian dollars, except for
number of shares)
|
|
|
Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Share
|
|
|
|
|
|
Contributed
|
|
|
|
|
|
Shareholders
|
|
|
|
Number
|
|
|
Capital
|
|
|
Options
|
|
|
Surplus
|
|
|
Deficit
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
74,927,393
|
|
$
|
234,438
|
|
$
|
3,736
|
|
$
|
1,378
|
|
$
|
(63,406
|
)
|
$
|
176,146
|
|
Common shares issued for cash pursuant to exercise of options (note 6 (c))
|
|
375,000
|
|
|
1,058
|
|
|
|
|
|
|
|
|
|
|
|
1,058
|
|
Grant-date fair value of options exercised (note 6 (c))
|
|
|
|
|
500
|
|
|
(500
|
)
|
|
|
|
|
|
|
|
|
|
Grant-date fair value of vested options forfeited (note 6 (c))
|
|
|
|
|
|
|
|
(94
|
)
|
|
94
|
|
|
|
|
|
|
|
Stock based compensation on unexercised options (note 6 (c))
|
|
|
|
|
|
|
|
1,576
|
|
|
|
|
|
|
|
|
1,576
|
|
Earnings for the year ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,758
|
|
|
14,758
|
|
Balance at December 31, 2008
|
|
75,302,393
|
|
|
235,996
|
|
|
4,718
|
|
|
1,472
|
|
|
(48,648
|
)
|
|
193,538
|
|
Common shares issued for cash pursuant to exercise of options (note 6 (c))
|
|
47,500
|
|
|
141
|
|
|
|
|
|
|
|
|
|
|
|
141
|
|
Grant-date fair value of options exercised (note 6 (c))
|
|
|
|
|
254
|
|
|
(254
|
)
|
|
|
|
|
|
|
|
|
|
Grant-date fair value of vested options forfeited (note 6 (c))
|
|
|
|
|
|
|
|
(246
|
)
|
|
246
|
|
|
|
|
|
|
|
Stock based compensation on unexercised options (note 6 (c))
|
|
|
|
|
|
|
|
3,597
|
|
|
|
|
|
|
|
|
3,597
|
|
Loss for the period ended September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,303
|
)
|
|
(12,303
|
)
|
Balance at September 30, 2009
|
|
75,349,893
|
|
$
|
236,391
|
|
$
|
7,815
|
|
$
|
1,718
|
|
$
|
(60,951
|
)
|
$
|
184,973
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
Corriente Resources Inc.
|
(a development stage enterprise)
|
Consolidated Statements of Loss (Earnings) and
Comprehensive Loss (Income)
|
(Unaudited)
|
(expressed in thousands of Canadian dollars, except for
per share amounts and number of shares)
|
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, benefits and stock-based compensation
|
$
|
552
|
|
$
|
441
|
|
$
|
2,832
|
|
$
|
1,434
|
|
Corporate development and shareholder
expenses
|
|
265
|
|
|
89
|
|
|
739
|
|
|
403
|
|
Legal, accounting and regulatory
|
|
116
|
|
|
95
|
|
|
379
|
|
|
332
|
|
Office and related
|
|
88
|
|
|
88
|
|
|
247
|
|
|
297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,021
|
|
|
713
|
|
|
4,197
|
|
|
2,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loss (income)
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange loss (gain)
|
|
5,287
|
|
|
(3,150
|
)
|
|
8,640
|
|
|
(5,297
|
)
|
Interest income (note 7)
|
|
(53
|
)
|
|
(484
|
)
|
|
(444
|
)
|
|
(1,776
|
)
|
Management fees
(note 7)
|
|
(30
|
)
|
|
(30
|
)
|
|
(90
|
)
|
|
(90
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,204
|
|
|
(3,664
|
)
|
|
8,106
|
|
|
(7,163
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (earnings) and comprehensive loss (income) for the period
|
$
|
6,225
|
|
$
|
(2,951
|
)
|
$
|
12,303
|
|
$
|
(4,697
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (earnings) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
$
|
0.08
|
|
$
|
(0.04
|
)
|
$
|
0.16
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
75,349,893
|
|
|
75,137,828
|
|
|
75,323,492
|
|
|
75,017,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
75,349,893
|
|
|
75,364,395
|
|
|
75,323,492
|
|
|
75,302,718
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
Corriente Resources Inc.
|
(a development stage enterprise)
|
Consolidated Statements of Cash Flows
|
(Unaudited)
|
(expressed in thousands of Canadian dollars)
|
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (applied to) operating
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) for the period
|
$
|
(6,225
|
)
|
$
|
2,951
|
|
$
|
(12,303
|
)
|
$
|
4,697
|
|
Items not affecting cash
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation (note 6 (c))
|
|
378
|
|
|
193
|
|
|
2,004
|
|
|
634
|
|
Accrued management fees (note 7)
|
|
(30
|
)
|
|
(30
|
)
|
|
(90
|
)
|
|
(90
|
)
|
Accrued interest
receivable on convertible loan (note 7)
|
|
(17
|
)
|
|
20
|
|
|
(47
|
)
|
|
(33
|
)
|
Depreciation
|
|
9
|
|
|
9
|
|
|
23
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in non-cash working capital
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable and prepayments
|
|
(7
|
)
|
|
45
|
|
|
33
|
|
|
312
|
|
Accounts payable and accrued liabilities
|
|
16
|
|
|
(49
|
)
|
|
(107
|
)
|
|
(119
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,876
|
)
|
|
3,139
|
|
|
(10,487
|
)
|
|
5,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (applied to) investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
|
|
|
|
|
75,237
|
|
|
|
|
Mineral property costs
|
|
(3,921
|
)
|
|
(3,271
|
)
|
|
(10,671
|
)
|
|
(11,070
|
)
|
Other assets
|
|
3,697
|
|
|
(131
|
)
|
|
2,022
|
|
|
(241
|
)
|
Convertible loan
|
|
(39
|
)
|
|
(118
|
)
|
|
(89
|
)
|
|
(240
|
)
|
Equipment
|
|
(29
|
)
|
|
(28
|
)
|
|
(65
|
)
|
|
(70
|
)
|
Insurance proceeds
|
|
|
|
|
|
|
|
|
|
|
723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(292
|
)
|
|
(3,548
|
)
|
|
66,434
|
|
|
(10,898
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common shares
|
|
|
|
|
837
|
|
|
141
|
|
|
1,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash
equivalents
|
|
(6,168
|
)
|
|
428
|
|
|
56,088
|
|
|
(4,415
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents beginning of period
|
|
80,796
|
|
|
88,429
|
|
|
18,540
|
|
|
93,272
|
|
Cash and cash
equivalents end of period
|
$
|
74,628
|
|
$
|
88,857
|
|
$
|
74,628
|
|
$
|
88,857
|
|
Supplemental cash flow information (note 9)
The accompanying notes are an integral part of these
consolidated financial statements.
Corriente Resources Inc.
|
(a development stage enterprise)
|
Notes to Consolidated Financial Statements
|
(Unaudited)
|
Three and
nine-month periods ended September 30, 2009
|
(expressed in Canadian dollars unless otherwise
noted)
|
1
|
Nature of operations
|
|
|
|
Corriente Resources Inc. and its subsidiaries
(collectively, Corriente or the company) are engaged in the
exploration and development of mineral properties primarily in Ecuador,
South America. The company considers itself to be a development stage
enterprise.
|
|
|
|
The business of mining and exploring for minerals
involves a high degree of risk and there can be no assurance that current
exploration and development programs will result in profitable mining
operations. The recoverability of amounts shown for mineral properties is
dependent upon the discovery of economically recoverable reserves, receipt
of necessary permits and regulatory approvals, the ability of the company
to obtain financing to complete its development and future profitable
operations or sale of the properties. The investment in and expenditures
on mineral properties comprise a significant portion of the companys
assets.
|
|
|
2
|
Significant accounting policies
|
|
|
|
Basis of presentation
|
|
|
|
These unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles (GAAP) in Canada. They do not include all of the information
and disclosures required by Canadian GAAP for annual financial statements.
In the opinion of management, all adjustments considered necessary for
fair presentation have been included in these financial statements. The
unaudited interim consolidated financial statements should be read in
conjunction with the companys audited consolidated financial statements
including the notes thereto for the year ended December 31,
2008.
|
|
|
|
The accounting policies followed by the company are set
out in note 2 to the audited consolidated financial statements for the
year ended December 31, 2008 and have been consistently followed in the
preparation of these consolidated financial statements except that the
company has adopted the following CICA guideline effective January 1,
2009:
|
|
|
|
Goodwill and intangible assets (Section
3064)
|
|
|
|
The CICA issued the new Handbook Section 3064, Goodwill
and Intangible Assets, which replaces Section 3062, Goodwill and
Intangible Assets. The new standard establishes revised standards for the
recognition, measurement, presentation and disclosure of goodwill and
intangible assets. The new standard also provides guidance for the
treatment of pre-production and start-up costs and requires that these
costs be expensed as incurred if the costs do not meet the definition of
property, plant and equipment. On January 1, 2009, the company adopted
these changes, with no impact on its consolidated financial
statements.
|
1
Corriente Resources Inc.
|
(a development stage enterprise)
|
Notes to Consolidated Financial Statements
|
(Unaudited)
|
Three and
nine-month periods ended September 30, 2009
|
(expressed in Canadian dollars unless otherwise
noted)
|
3
|
Mineral properties
|
|
|
|
Corriente Copper Belt, Ecuador
|
|
|
|
Under various agreements signed and completed with
certain Ecuadorian subsidiaries of BHP Billiton Plc ("BHP Billiton"), the
company has earned a 100% interest in BHP Billitons mineral properties
located in the Rio Zamora copper porphyry district (the Corriente Copper
Belt) in Ecuador. This required the issue of shares to BHP Billiton and
the expenditure of exploration funds under the terms of these agreements.
Additionally, these mineral properties are subject to a 2% Net Smelter
Royalty (NSR) payable to BHP Billiton, though the company has options to
reduce the NSR to 1% for the Mirador/Mirador Norte, Panantza and San
Carlos mineral properties upon the payment of US$2 million to BHP Billiton
for each such option exercised.
|
|
|
|
Following is a summary of the companys deferred mineral
property expenditures for its mineral properties located in the Corriente
Copper Belt in southeast Ecuador:
|
|
|
|
|
|
|
in thousands of Canadian dollars
|
|
|
|
|
|
|
|
Mirador/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mirador
|
|
|
Panantza/
|
|
|
|
|
|
|
|
|
|
|
Norte
|
|
|
San Carlos
|
|
|
Other
|
|
|
Total
|
|
|
Balance December 31, 2007
|
$
|
66,428
|
|
$
|
7,449
|
|
$
|
3,902
|
|
$
|
77,779
|
|
|
Property concession fees
|
|
40
|
|
|
47
|
|
|
16
|
|
|
103
|
|
|
Deferred exploration and development costs
|
|
15,007
|
|
|
1,365
|
|
|
235
|
|
|
16,607
|
|
|
Balance December 31, 2008
|
|
81,475
|
|
|
8,861
|
|
|
4,153
|
|
|
94,489
|
|
|
Property concession fees
|
|
369
|
|
|
197
|
|
|
69
|
|
|
635
|
|
|
Deferred exploration and development costs
|
|
10,122
|
|
|
1,329
|
|
|
230
|
|
|
11,681
|
|
|
Balance September 30, 2009
|
$
|
91,966
|
|
$
|
10,387
|
|
$
|
4,452
|
|
$
|
106,805
|
|
Other
At September 30, 2009, the balance
comprises the La Florida, San Luis, San Marcos, San Miguel and Sutzu copper
exploration targets in the Corriente Copper Belt, and expenditures to develop
the companys concentrate shipping port facility in Machala, Ecuador.
Measurement uncertainty
On January 29, 2009 a new Mining Law
was enacted which, together with the Regulations to the Mining Law signed by the
President of Ecuador on November 4, 2009, establishes the new legal framework
for mining. However, the terms and conditions of the Exploitation Agreements
which will cover the final development and production phases of a mining project
have yet to be developed, creating some uncertainty regarding the mining
industry in Ecuador. To date, the companys discussions with the Ministry of
Non-Renewable Natural Resources (MNNR, formerly the Ministry of Mining and
Petroleum) and legal counsel have not identified any conditions that would
result in a determination of a material impairment in the carrying value of the
companys concessions.
2
Corriente Resources Inc.
|
(a development stage enterprise)
|
Notes to Consolidated Financial Statements
|
(Unaudited)
|
Three and
nine-month periods ended September 30, 2009
|
(expressed in Canadian dollars unless otherwise
noted)
|
4
|
Equipment
|
|
|
|
The following table summarizes information about
equipment as at September 30, 2009:
|
|
|
|
in thousands of Canadian dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Cost
|
|
|
Depreciation
|
|
|
Net
|
|
|
Cost
|
|
|
Depreciation
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer
|
$
|
977
|
|
$
|
879
|
|
$
|
98
|
|
$
|
959
|
|
$
|
698
|
|
$
|
261
|
|
|
Construction barge facility
|
|
640
|
|
|
79
|
|
|
561
|
|
|
640
|
|
|
56
|
|
|
584
|
|
|
Software fees and licences
|
|
412
|
|
|
412
|
|
|
|
|
|
412
|
|
|
382
|
|
|
30
|
|
|
Office
|
|
411
|
|
|
188
|
|
|
223
|
|
|
409
|
|
|
157
|
|
|
252
|
|
|
Vehicles
|
|
361
|
|
|
219
|
|
|
142
|
|
|
383
|
|
|
193
|
|
|
190
|
|
|
Communications
|
|
286
|
|
|
144
|
|
|
142
|
|
|
285
|
|
|
107
|
|
|
178
|
|
|
Field equipment
|
|
112
|
|
|
57
|
|
|
55
|
|
|
97
|
|
|
51
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,199
|
|
$
|
1,978
|
|
$
|
1,221
|
|
$
|
3,185
|
|
$
|
1,644
|
|
$
|
1,541
|
|
5
|
Other assets
|
|
|
|
The following table summarizes information about other
assets as at September 30, 2009:
|
|
|
|
in thousands of Canadian dollars
|
|
|
|
|
September
|
|
|
December
|
|
|
|
|
30,
2009
|
|
|
31,
2008
|
|
|
EIA security deposits
|
$
|
2,035
|
|
$
|
4,057
|
|
|
Advances on
mineral property expenditures
|
|
146
|
|
|
228
|
|
|
|
$
|
2,181
|
|
$
|
4,285
|
|
Under the new legislative and
regulatory framework which the Government of Ecuador has implemented for the
mining industry in 2009, the MNNR continues to be responsible for the
Environmental Impact Assessment (EIA) process. An EIA is required before any
single stage of work (e.g., initial exploration, advanced exploration,
construction and operation) can proceed for a mining project in Ecuador. The
Ministry of Environment of Ecuador (MAE) has taken over responsibility for the
Environmental Management Plan (EMP) component of the EIA, and as a result, the
guarantee that is required to secure the obligations of a projects EIA is now
required to be issued in favour of the MAE. The amount of the required guarantee
is reviewed annually by the MAE in conjunction with the MAEs annual audit of
the companys EMPs.
To secure the companys project
guarantees, which have been issued by a U.S. bank, the company is required to
have cash deposits in place, which vary in amount depending upon the related
projects stage of development and the banks guarantee deposit requirements.
For the Mirador Project, the company
has a cash deposit in place at September 30, 2009 in the amount of US$1,210,000
($1,296,000) as security for the guarantee in favour of the MAE against the
companys obligations under the Mirador Project EIA. For the Panantza-San Carlos
Project, a cash deposit in the amount of US$447,000 ($479,000) is in place as
security for the guarantee in favour of the MAE against the companys obligations under the Panantza-San
Carlos Project EIA. For the Machala Port, a cash deposit in the amount of
US$243,000 ($260,000) is in place as security for the guarantee in favour of the
MAE against the companys obligations under the Machala Port EIA.
3
Corriente Resources Inc.
|
(a development stage enterprise)
|
Notes to Consolidated Financial Statements
|
(Unaudited)
|
Three and
nine-month periods ended September 30, 2009
|
(expressed in Canadian dollars unless otherwise
noted)
|
Advances on mineral property
expenditures include payments to contractors and suppliers made pursuant to
supply agreements prior to the contracted goods and services being provided.
6
|
Share capital
|
|
|
|
|
a)
|
Authorized
|
|
|
|
|
|
Unlimited common shares, without par value
|
|
|
|
|
b)
|
Issued
|
|
|
|
|
|
See Consolidated Statements of Changes in Shareholders
Equity.
|
|
|
|
|
c)
|
Stock options
|
The company has in place an incentive
stock option plan dated November 1996, last amended April 18, 2006 (the Option
Plan) for directors, officers, employees and consultants to the company and its
subsidiaries. The Option Plan provides that the directors of the company may
grant options to purchase common shares on terms that the directors may
determine, within the limitations of the Option Plan. The number of common
shares available for the grant of options under the Option Plan and all other
share compensation arrangements of the company is set at a rolling maximum
number that shall not be greater than 10% of the companys current number of
shares outstanding at any given time. The exercise price of each option cannot
be lower than the closing market price of the shares on the trading day
immediately prior to the date of grant of the option. As at September 30, 2009,
options to purchase a total of 3,572,500 (December 31, 2008 2,910,000) shares
were outstanding and 2,017,512 (December 31, 2008 1,559,689) of the outstanding
options were vested.
Effective February 1, 2006, stock
options granted have the following vesting provisions:
-
Options granted to executive officers, directors
and other head office personnel vest on the basis of 1/16th of the total each
quarter (from grant date), with such vesting being accelerated based on a
change in control of Corriente or the attainment of clearly identified
milestones, as determined by the companys directors.
-
Options granted to subsidiary personnel vest on a
cumulative basis of 50% of the total granted after 12 months from the grant
date, 75% of the total granted after 18 months from the grant date and 100% of
the total granted after 24 months from grant date, with such vesting being
accelerated based on a change in control of Corriente, as determined by the
companys directors.
For the nine-month period ended
September 30, 2009, the company recognized a stock-based compensation charge of
$3,597,000 (2008 $1,202,000), of which $1,844,000 (2008 $634,000) is
included in salaries, benefits and stock-based compensation, $160,000 (2008
$Nil) is included in corporate development and shareholder expenses and
$1,593,000 (2008 $568,000) is capitalized in mineral properties.
4
Corriente Resources Inc.
|
(a development stage enterprise)
|
Notes to Consolidated Financial Statements
|
(Unaudited)
|
Three and
nine-month periods ended September 30, 2009
|
(expressed in Canadian dollars unless otherwise
noted)
|
During the nine-month period ended
September 30, 2009, the weighted average fair value of the stock options granted
and those modified as approved at the companys May 2009 Annual General Meeting
was $4.12 (2008 $2.18) per share, as estimated using the Black-Scholes Option
Pricing Model with the following assumptions:
|
|
|
For the nine-month periods ended
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
1.27 2.26%
|
|
|
3.01 3.69%
|
|
|
Expected dividend yield
|
|
|
|
|
|
|
|
Expected stock price volatility
|
|
48 71%
|
|
|
62 67%
|
|
|
Expected option
life in years
|
|
0.40
4.25
|
|
|
2.75
|
|
Option pricing models require the input
of highly subjective assumptions including expected price volatility. Changes in
the subjective input assumptions can materially affect the fair value estimate.
The following table summarizes
information about options granted during the nine months ended September 30,
2009:
|
|
Number of
|
|
|
|
|
Expiry dates
|
|
options
|
|
|
Exercise prices
|
|
|
|
|
|
|
|
|
January 1, 2014
|
|
300,000
|
|
$
|
3.89
|
|
June 1, 2014
|
|
525,000
|
|
|
7.92
|
|
|
|
|
|
|
|
|
Total granted
|
|
825,000
|
|
|
|
|
A summary of changes to stock options
outstanding and exercisable is as follows:
|
|
|
Nine-month period
|
|
|
|
|
|
|
|
|
|
|
ended
|
|
|
Year ended
|
|
|
|
|
September 30, 2009
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
average
|
|
|
|
|
|
average
|
|
|
|
|
Number of
|
|
|
exercise
|
|
|
Number of
|
|
|
exercise
|
|
|
|
|
options
|
|
|
price
|
|
|
options
|
|
|
price
|
|
|
Options outstanding beginning of period
|
|
2,910,000
|
|
$
|
4.52
|
|
|
2,702,500
|
|
$
|
4.19
|
|
|
Granted
|
|
825,000
|
|
|
6.45
|
|
|
805,000
|
|
|
4.92
|
|
|
Exercised
|
|
(47,500
|
)
|
|
2.97
|
|
|
(375,000
|
)
|
|
2.82
|
|
|
Forfeited
|
|
(115,000
|
)
|
|
4.68
|
|
|
(222,500
|
)
|
|
4.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
outstanding end of period
|
|
3,572,500
|
|
$
|
4.98
|
|
|
2,910,000
|
|
$
|
4.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
exercisable end of period
|
|
2,017,512
|
|
$
|
4.46
|
|
|
1,559,689
|
|
$
|
4.28
|
|
5
Corriente Resources Inc.
|
(a development stage enterprise)
|
Notes to Consolidated Financial Statements
|
(Unaudited)
|
Three and
nine-month periods ended September 30, 2009
|
(expressed in Canadian dollars unless otherwise
noted)
|
The following table summarizes
information about stock options outstanding and exercisable at September 30,
2009:
|
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Weighted
|
|
|
Number of
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
options
|
|
|
Weighted
|
|
|
average
|
|
|
options
|
|
|
Weighted
|
|
|
average
|
|
|
Year
|
|
Range of
|
|
|
outstanding
|
|
|
average
|
|
|
remaining
|
|
|
exercisable
|
|
|
average
|
|
|
remaining
|
|
|
of
|
|
exercise
|
|
|
at
|
|
|
exercise
|
|
|
contractual
|
|
|
at
|
|
|
exercise
|
|
|
contractual
|
|
|
Expiry
|
|
prices
|
|
|
September
|
|
|
price
|
|
|
life (years)
|
|
|
September
|
|
|
price
|
|
|
life (years)
|
|
|
|
|
|
|
|
30,
2009
|
|
|
|
|
|
|
|
|
30,
2009
|
|
|
|
|
|
|
|
|
2010
|
$
|
2.27 2.27
|
|
|
325,000
|
|
$
|
2.27
|
|
|
0.8
|
|
|
325,000
|
|
$
|
2.27
|
|
|
0.8
|
|
|
2011
|
|
4.50 5.50
|
|
|
914,375
|
|
|
5.15
|
|
|
1.6
|
|
|
802,502
|
|
|
5.14
|
|
|
1.6
|
|
|
2012
|
|
3.66 4.90
|
|
|
710,000
|
|
|
4.35
|
|
|
2.5
|
|
|
524,065
|
|
|
4.46
|
|
|
2.6
|
|
|
2013
|
|
4.60 5.41
|
|
|
798,125
|
|
|
4.92
|
|
|
3.5
|
|
|
311,566
|
|
|
4.90
|
|
|
3.5
|
|
|
2014
|
|
3.89 7.92
|
|
|
825,000
|
|
|
6.45
|
|
|
4.6
|
|
|
54,379
|
|
|
5.14
|
|
|
4.4
|
|
|
|
$
|
2.27 7.92
|
|
|
3,572,500
|
|
$
|
4.98
|
|
|
2.8
|
|
|
2,017,512
|
|
$
|
4.46
|
|
|
2.1
|
|
7
|
Related party transactions and balances
|
|
|
|
In June 2007, the company completed the spin-off of its
Caya 36 and Piedra Liza gold target assets to Q2 Gold Resources Inc. (Q2
Gold) by means of a Plan of Arrangement (the Arrangement). Q2 Gold has
common officers and a common Board of Directors, except that Q2 Gold has
one additional director who is independent of Corriente.
|
|
|
|
In connection with the Arrangement and to assist Q2 Gold
with its business objectives, Corriente and Q2 Gold entered into a
collateralized, interest-bearing convertible loan agreement dated April
23, 2007, pursuant to which Corriente agreed to lend Q2 Gold up to
$750,000 including accrued interest, to be advanced in instalments (the
Convertible Loan). By an amendment dated September 25, 2008, the maximum
facility amount of the Convertible Loan was increased from $750,000 to
$1,500,000 and the maturity date extended to December 31, 2009.
|
|
|
|
The Convertible Loan principal and unpaid interest are
due on the earlier of December 31, 2009 and the first date on which Q2
Gold obtains a prospectus filing receipt with respect to any of its
securities in any province of Canada. At any time prior to maturity,
Corriente can require Q2 Gold to convert, in whole or in part, the
principal amount outstanding and accrued interest of the Loan into Q2 Gold
Shares at a conversion price equal to $0.10 per share. Q2 Gold can repay
any portion of the outstanding Loan at any time prior to maturity or
conversion. The company believes the conversion feature of the Convertible
Loan is not material, therefore recognition and measurement of the
embedded derivative is not being presented.
|
|
|
|
The current state of financial markets makes it uncertain
that Q2 Gold will be able to raise the necessary debt or equity capital to
repay the Convertible Loan at maturity. In the event of any default of the
repayment of the Convertible Loan, the Q2 Gold assets which collateralize
the Convertible Loan would become property of the company in accordance
with the terms of the agreement. Management believes that the Q2 Gold
assets would have a fair value greater than or equal to the current
carrying value of the Convertible Loan. Significant changes in the fair
value of the underlying assets could have an impact on the company up to a
maximum of the carrying value of the Convertible
Loan.
|
6
Corriente Resources Inc.
|
(a development stage enterprise)
|
Notes to Consolidated Financial Statements
|
(Unaudited)
|
Three and
nine-month periods ended September 30, 2009
|
(expressed in Canadian dollars unless otherwise
noted)
|
Corriente also provides certain
non-technical management services Q2 Gold which include, but not limited to,
office, general accounting, administrative and shareholder services, pursuant to
a management services agreement (the Agreement). The Agreement provides for a
fee of $10,000 per month for such services, which is accrued pursuant to the
Convertible Loan.
For the nine-month period ended
September 30, 2009, the company accrued $90,000 (2008 $90,000) and $47,000
(2008 $33,000) in respect of administrative services and accrued interest on
the Convertible Loan, respectively.
The foregoing related party
transactions are recorded at the exchange amount, which is the amount of
consideration paid or received as established and agreed to between the parties.
At September 30, 2009, the balance of
the Convertible Loan receivable from Q2 Gold, including management fees and
accrued interest, was $1,185,000 (December 31, 2008 $957,000).
The company operates within a single
operating segment, which is the exploration and development of copper-gold
mineral properties. The companys mineral property interests are in Ecuador, as
set out in note 3.
Geographic segmentation of the
companys assets is as follows:
|
|
|
in thousands of Canadian dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
Ecuador
|
|
|
Total
|
|
|
Canada
|
|
|
Ecuador
|
|
|
Total
|
|
|
Cash and cash equivalents
|
$
|
73,056
|
|
$
|
1,572
|
|
$
|
74,628
|
|
$
|
17,577
|
|
$
|
963
|
|
$
|
18,540
|
|
|
Investments
|
|
|
|
|
|
|
|
|
|
|
75,237
|
|
|
|
|
|
75,237
|
|
|
Accounts receivable and prepayments
|
|
51
|
|
|
|
|
|
51
|
|
|
84
|
|
|
|
|
|
84
|
|
|
Convertible loan
|
|
1,185
|
|
|
|
|
|
1,185
|
|
|
957
|
|
|
|
|
|
957
|
|
|
Mineral properties
|
|
|
|
|
106,805
|
|
|
106,805
|
|
|
|
|
|
94,489
|
|
|
94,489
|
|
|
Equipment
|
|
112
|
|
|
1,109
|
|
|
1,221
|
|
|
113
|
|
|
1,428
|
|
|
1,541
|
|
|
Other assets
|
|
|
|
|
2,181
|
|
|
2,181
|
|
|
|
|
|
4,285
|
|
|
4,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
74,404
|
|
$
|
111,667
|
|
$
|
186,071
|
|
$
|
93,968
|
|
$
|
101,165
|
|
$
|
195,133
|
|
Substantially all of the consolidated
statements of earnings (loss) and comprehensive income (loss) for the nine-month
period ended September 30, 2009 and 2008 reflect the Canadian operations.
7
Corriente Resources Inc.
|
(a development stage enterprise)
|
Notes to Consolidated Financial Statements
|
(Unaudited)
|
Three and
nine-month periods ended September 30, 2009
|
(expressed in Canadian dollars unless otherwise
noted)
|
9
|
Supplemental cash flow information
|
Cash and cash equivalents comprise the
following:
|
|
|
in thousands of Canadian dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Cash on hand and balances with banks
|
$
|
1,753
|
|
$
|
4,588
|
|
|
Short-term investments, with maturity dates less than 90 days at acquisition
|
|
72,875
|
|
|
13,952
|
|
|
|
|
|
|
|
|
|
|
|
$
|
74,628
|
|
$
|
18,540
|
|
At September 30, 2009 and December 31,
2008, the companys short-term investments are invested in financial instruments
issued by a Canadian chartered bank that carry R1-High (DBRS) investment ratings
and mature in less than 90 days. The company has no investments in asset-backed
commercial paper.
During the nine-month periods ended
September 30, 2009 and 2008, the companys significant non-cash investing
activities were as follows:
|
|
|
in thousands of Canadian dollars
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Stock-based compensation included in mineral properties
|
$
|
1,593
|
|
$
|
568
|
|
|
Depreciation
included in mineral properties
|
$
|
340
|
|
$
|
342
|
|
8
Form 52-109F2
Certification of interim filings - full
certificate
I, Kenneth R. Shannon, Chief Executive Officer of Corriente
Resources Inc., certify the following:
1.
|
Review:
I have reviewed the interim
financial statements and interim MD&A (together, the interim
filings) of Corriente Resources Inc. (the issuer) for the interim
period ended September 30, 2009.
|
|
|
|
|
2.
|
No misrepresentations:
Based on my
knowledge, having exercised reasonable diligence, 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 interim filings.
|
|
|
|
|
3.
|
Fair presentation:
Based on my knowledge,
having exercised reasonable diligence, the interim financial statements
together with the other financial information included in the interim
filings fairly present in all material respects the financial condition,
results of operations and cash flows of the issuer, as of the date of and
for the periods presented in the interim filings.
|
|
|
|
|
4.
|
Responsibility:
The issuers other
certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (DC&P) and internal
control over financial reporting (ICFR), as those terms are defined in
National Instrument 52-109
Certification of Disclosure in Issuers
Annual and Interim Filings,
for the issuer.
|
|
|
|
|
5.
|
Design:
Subject to the limitations, if any,
described in paragraphs 5.2 and 5.3, the issuers other certifying
officer(s) and I have, as at the end of the period covered by the interim
filings
|
|
|
|
|
|
(a)
|
designed DC&P, or caused it to be designed under our
supervision, to provide reasonable assurance that
|
|
|
|
|
|
|
(i)
|
material information relating to the issuer is made known
to us by others, particularly during the period in which the interim
filings are being prepared; and
|
|
|
|
|
|
|
(ii)
|
information required to be disclosed by the issuer in its
annual filings, interim filings or other reports filed or submitted by it
under securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities legislation;
and
|
|
|
|
|
|
(b)
|
designed ICFR, or caused it to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with the issuers GAAP.
|
|
|
|
|
5.1
|
Control framework:
The control framework
the issuers other certifying officer(s) and I used to design the issuers
ICFR is the Internal Control Integrated Framework issued in September
1992 by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
|
|
|
|
|
5.2
|
N/A.
|
|
|
|
|
5.3
|
N/A.
|
|
|
6.
|
Reporting changes in ICFR:
The issuer has
disclosed in its interim MD&A any change in the issuers ICFR that
occurred during the period beginning on July 1, 2009 and ended on
September 30, 2009 that has materially affected, or is reasonably likely
to materially affect, the issuers ICFR.
|
|
|
Date: November 13, 2009
|
|
|
|
|
|
/s/ Kenneth R.
Shannon
|
|
Kenneth R. Shannon
|
|
Chief Executive Officer
|
|
2
Form 52-109F2
Certification of interim filings - full
certificate
I, Darryl F. Jones, Chief Financial Officer of Corriente
Resources Inc., certify the following:
1.
|
Review:
I have reviewed the interim
financial statements and interim MD&A (together, the interim
filings) of Corriente Resources Inc. (the issuer) for the interim
period ended September 30, 2009.
|
|
|
|
|
2.
|
No misrepresentations:
Based on my
knowledge, having exercised reasonable diligence, 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 interim filings.
|
|
|
|
|
3.
|
Fair presentation:
Based on my knowledge,
having exercised reasonable diligence, the interim financial statements
together with the other financial information included in the interim
filings fairly present in all material respects the financial condition,
results of operations and cash flows of the issuer, as of the date of and
for the periods presented in the interim filings.
|
|
|
|
|
4.
|
Responsibility:
The issuers other
certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (DC&P) and internal
control over financial reporting (ICFR), as those terms are defined in
National Instrument 52-109
Certification of Disclosure in Issuers
Annual and Interim Filings,
for the issuer.
|
|
|
|
|
5.
|
Design:
Subject to the limitations, if any,
described in paragraphs 5.2 and 5.3, the issuers other certifying
officer(s) and I have, as at the end of the period covered by the interim
filings
|
|
|
|
|
|
(a)
|
designed DC&P, or caused it to be designed under our
supervision, to provide reasonable assurance that
|
|
|
|
|
|
|
(i)
|
material information relating to the issuer is made known
to us by others, particularly during the period in which the interim
filings are being prepared; and
|
|
|
|
|
|
|
(ii)
|
information required to be disclosed by the issuer in its
annual filings, interim filings or other reports filed or submitted by it
under securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities legislation;
and
|
|
|
|
|
|
(b)
|
designed ICFR, or caused it to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with the issuers GAAP.
|
|
|
|
|
5.1
|
Control framework:
The control framework
the issuers other certifying officer(s) and I used to design the issuers
ICFR is the Internal Control Integrated Framework issued in September
1992 by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
|
|
|
|
|
5.2
|
N/A.
|
|
|
|
|
5.3
|
N/A.
|
|
|
6.
|
Reporting changes in ICFR:
The issuer has
disclosed in its interim MD&A any change in the issuers ICFR that
occurred during the period beginning on July 1, 2009 and ended on
September 30, 2009 that has materially affected, or is reasonably likely
to materially affect, the issuers ICFR.
|
|
|
Date: November 13, 2009
|
|
|
|
|
|
/s/ Darryl F.
Jones
|
|
Darryl F. Jones
|
|
Chief Financial Officer
|
|
2
SIGNATURES
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.
|
CORRIENTE RESOURCES INC.
|
|
|
(Registrant)
|
|
|
|
Date:
November
13, 2009
|
|
By:
|
/s/ DARRYL F. JONES
|
|
|
Name: Darryl F. Jones
|
|
Title: Chief Financial Officer
|
|
|
T Rex 2X Inverse Ether D... (AMEX:ETQ)
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