die financial statements ! was schlechtes ist es schonmal nicht ,werde mich mal durchforsten !
Cash von Forsys immernoch 55 Mille nicht schlecht ;-)
FORSYS METALS CORP.
(the “Company”)
FORM 51-102F1
MANAGEMENT’S DISCUSSION & ANALYSIS
Date
This MD&A is dated December 14, 2007 and should be read in conjunction with the unaudited consolidated
financial statements for the nine months ended October 31, 2007.
Overall Performance
The Company is engaged in the acquisition and exploration of properties with the potential for uranium and
mineral commodities. The Company, either directly or through joint venture partnership, holds interests in
mineral properties in Namibia, Africa. The Class A common shares of the Company are listed for trading on
the Toronto Stock Exchange under the trading symbol “FSY”, on the Frankfurt Stock Exchange under the
symbol “F2T”, and on the Development Board ("DevX") of the Namibian Stock Exchange under the symbol
"FSY".
Valencia Uranium Project
The Company owns all of the issued and outstanding common shares of Tsumeb Exploration Company
Limited (“Tsumeb”). Tsumeb, a Namibian registered company, is the registered and beneficial holder of
Exclusive Prospecting Licence 1496 ("EPL"), granted by the Ministry of Mines and Energy, Republic of
Namibia. The EPL is 735.6 ha in size and covers the Valencia uranium project (“Valencia”), located in western
central Namibia, Africa.
On March 14, 2007, the Company acquired the remaining 10% interest in Tsumeb (the “Tsumeb
Acquisition”). As consideration for the Tsumeb Acquisition, the Company paid US$2,000,000 and issued
3,000,000 Class A common shares and 3,000,000 Class A common share purchase warrants (the "Warrants").
Each Warrant entitles the holder to acquire one common share at price of $3.50 per share on the date that is the
earlier of: (i) March 14, 2009, and (ii) sixty business days after the date that the Company notifies the holder
that the closing price for the Company's Class A common shares on the Toronto Stock Exchange has exceeded
$5.50 per share for 20 consecutive trading days. In addition, the Company issued 300,000 Class A common
shares to an arm's length third party as a finder's fee. The Company now owns an undivided 100% interest in
Valencia.
Snowden Mining Consultants (“Snowden”) of Johannesburg, South Africa, provided an updated National
Instrument 43-101 Technical Report (the “Report”), which the Company summarized in news releases dated
June 28, 2007 and July 9, 2007. The Report outlines the Company's continuing optimization efforts at
Valencia including pit designs, detailed cost analysis, and metallurgical flow sheets. This effort has further
optimized the base case information previously outlined in the Pre-Feasibility Study ("PFS"), reported by the
Company on May 16, 2007. The Report also describes the increased resource and reserve of the Valencia
deposit based on optimization work of the data compiled during the PFS.
The current mineral resource (measured, indicated and inferred) at Valencia represents 62.1 M lbs of U3O8
while the current mineral reserve (probable) represents 117 Mt of ore at a grade of 0.12 kg/t which amounts to
30.9 M lbs of U3O8 (see the Company's press releases dated June 28, 2007 and July 9, 2007). As per the
Report, the internal rate of return for Valencia is currently calculated to be 74%.
2
The Mineral Resources reported in Table 1 below have been classified as Measured, Indicated and Inferred
Resources in accordance with the guidelines of the CIM Definition Standards (CIM, 2005). The resource has
been constrained to a maximum depth of 380 m below surface.
Table 1 Summary of Valencia Uranium Mineral Resource, June 2007
Category Cut-off
U3O8 (kg/t)
Tonnes
(millions)
U3O8
(kg/t)
U3O8
(Mlbs)
Measured 0.06 18.2 0.14 5.6
Indicated 0.06 146.0 0.11 35.8
Total Measured and Indicated 0.06 164.2 0.11 41.4
Inferred 0.06 92.4 0.10 20.7
All tabulated data has been rounded to one decimal place for tonnage and two decimal places for U3O8 grades.
Table 1 describes a mineral resource (total measured, indicated and inferred) of 62.1 M lbs U3O8, as compared
to the 49.6 M lbs U3O8 outlined in the PFS which was reported on May 16, 2007, representing an increase of
25%.
The Mineral Reserves for Valencia are reported in Table 2 and were classified as Probable Reserves using the
guidelines of the JORC code, which is a recognized foreign code under NI 43-101.
Table 2 Summary of Valencia Uranium Reserve, June 2007
Category Cut-off
U3O8 (kg/t)
Tonnes
(millions)
U3O8
(kg/t)
U3O8 metal
(tonnes)
Measured 0.06 16.9 0.14 2,400
Indicated 0.06 99.9 0.12 11,600
Probable 0.06 117 0.12 13,900
Table 2 describes a mineral reserve (probable) of 117 Mt, as compared to the 88 Mt outlined in the May 2007
PFS, representing an increase of 33%.
Ongoing Valencia Exploration
Diamond drilling at Valencia targeting a near surface area between the Main Zone and the East Zone is
currently underway. Further exploration is planned for other targets in the greater Valencia area. Ongoing
optimization work (conducted concurrently with the completion of the Report) has already identified the
potential for an increased Mineral Reserve.
The original 8 hole exploration and definition drilling program within Valencia's Main Zone-East Zone
transition area has been completed. The Company reports that granite intersected within the drilling area is
3
radioactive and two batches of assay samples are either in the lab circuit or en route to the lab. The next
definition drilling campaign will involve a series of 16 drill holes designed to test the eastern margin of the
planned pit. These holes will assist with the Valencia final pit design and geotechnical assessment in the main
ramp area of the mine.
The Company's geological staff anticipates that blocks within the transition zone previously categorized as
waste will be reclassified into the ore category for the resource and reserve calculation to be contained in the
forthcoming Feasibility Study. This will require additional test work and an updated financial evaluation to
verify the extent to which current resources can be converted into additional reserves.
The Company submitted an application for a mining license in connection with Valencia to the Namibian
Ministry of Mines and Energy.
Valencia Infrastructure and Metallurgy
A process plant design tender for Valencia has been issued to a select number of engineering firms and the
Company reports that two firms have been short-listed through the adjudication process. Negotiations are
underway to address an expedited transition from Feasibility Study to full design and construction.
The next phase of metallurgical test work is currently underway with over 200kg of samples being delivered
for a test program that consists of variability testing, mineralogical studies, comminution index testing and
process optimization studies (grind size, acid dissolution and leaching times).
Environmental studies at Valencia are ongoing and the Scoping Phase was completed with the Scoping Report
delivered to the Company. On September 20, 2007, the Company announced that an agreement has been
signed with Digby Wells & Associates (Pty) Ltd. ("DWA") to conduct the remainder of the Environmental
Impact Assessment ("EIA") and prepare an Environmental Management Plan ("EMP") for the Valencia. DWA
is a South African firm which provides sustainable social and environmental solutions and has a demonstrated
track record in undertaking independent environmental studies and assessments for exploration and mining
companies.
Detailed information relating to the biophysical, social and economic conditions of the area is being gathered
through various specialist studies. The information will be used to identify and evaluate possible impacts
associated with the construction and operational phases of Valencia, as well as to guide the planning and
implementation of environmental mitigation and rehabilitation after mine closure. Specialist studies related to
radiation and hydrogeology are ongoing, as well as data collection required for air quality assessment and
dispersion modelling. Other specialist studies are addressing potential air, water, soil and noise pollution,
together with any socio-economic and visual impacts. Specialist studies to be concurrently conducted pertain to
fauna, flora and avifauna, archaeology, health and safety, waste; legal and international environmental best
practice, administrative requirements, and the associated costs for rehabilitation and mine closure options. The
cumulative impacts of the existing, developing and proposed uranium mines in the area will also be taken into
consideration.
It is anticipated that the EIA and the EMP will be completed in the first quarter of 2008. The completed EIA
and EMP will then be submitted to the Namibian Directorate Environmental Affairs, Ministry of Environment
and Tourism, as well as to the Ministry of Mines and Energy.
The Company has procured a renewable 5 year water abstraction and conveyance permit for desalination
purposes from the Ministry of Agriculture, Water and Forestry, Republic of Namibia. The seawater
desalination project required for future production at Valencia has progressed and appropriate involvement by
stakeholders continues to be negotiated.
4
Joly Zone
The Joly zone, discovered in December 2006, is an outcropping uranium-bearing alaskite granite dykes/sills
zone located approximately 1,500 m north of the Valencia Main Zone. This zone was mapped radiometrically
as part of the full coverage survey of the Company's uranium license. A suite of geological surveys was carried
out over the property to aid the Company with its mine planning model for the Valencia Main Zone. The
radiometric survey was followed up by prospecting and a drilling program.
The objective of the initial drilling program was to test a portion of the uranium enriched dyke where grab
sampling revealed mineralization, reported in the Company's press release dated December 14, 2006. A total of
five drill holes were completed from three separate locations 25 and 50 m apart in the center most accessible
area of the 1,500 m discontinuous linear radiometric anomaly on a geologically continuous zone of schists
intruded by granite. The drilling results show grades typical of the Valencia Main and East zones while
displaying some continuity between radioactive outcrops and at depth. Complete drill results are detailed in the
Company’s press release dated September 25, 2007, available under the Company’s filings on SEDAR.
Logging of core confirmed the five granites observed in association with uranium at Joly. However only one
particular granite is potentially an alaskite similar to that found at Valencia. As a result, extensive re-sampling
of the Valencia core for mineralized alaskite has been undertaken. The samples will be analyzed for major and
trace elements in order to characterize the various granites in an attempt to compare Joly zone relevant
mineralized granites to guide future exploration.
Management is encouraged with the initial Joly zone drilling results despite the lower grade encountered in the
initial drill holes compared to the higher grade surface samples. Drilling to date has only tested a small portion
of the Joly zone and additional outcrops of alaskite have been discovered on surface in the North East portion
of the zone. Although reinterpretation and field testing shows sections of Joly to be intermittent in radiometric
intensity, a lateral extension has been traced with high background counts over 15 m widths. Mapping of this
extension provides evidence of continuity with alaskite granite intruding schists and biotite granite which were
also encountered in the initial drilling program.
In September, 2007 the Company embarked on a systematic radiometric and geological mapping program with
hand-held scintillometers on lines spaced every 10 m. This activity is nearing completion. The reinterpretation
of the geology and radiometric survey will be followed by systematic channel sampling of the areas showing
high radiometric background. The next phase of exploration activity includes sampling widths of several
meters over the original showings as well as other areas of interest.
Management is also proceeding with technical analysis by preparing a correlation between counts per second
read by the gamma probe and chemical assays. It is anticipated that the Company will be in a position to
replace diamond drilling by percussion drilling in an effort to accelerate the drilling, sampling and radiometric
count procedures.
Additional Uranium Exploration in Namibia - Acquisition of Mega Diamond Development Corporation
On March 13, 2007, the Company completed the acquisition of Mega Diamond Development Corporation,
which owns 70% of all of the issued and outstanding shares of Ancash Investments (Pty) Ltd. ("Ancash").
In addition, the Company was granted the option to acquire an additional 20% interest in Ancash for a period
of three years from closing.
5
As consideration, the Company paid $997,150 and issued 4,750,000 Class A common shares and 4,000,000
Class A common share purchase warrants (the "Warrants"). Each Warrant entitles the holder to acquire one
Class A common share at a price of $6.66 per Class A common share at any time until March 13, 2010. In
addition, the Company issued 300,000 Class A common shares to an arm's length third party as a finder's fee.
The Company has a 70% interest in Exclusive Prospecting Licences 3632, 3635, 3636, and 3637 and has a
30% interest in Exclusive Prospecting Licence 3638, all uranium projects, which expired on November 5,
2007 and the Company is awaiting approval of its renewal applications.
The first license granted under this partnership is located approximately 7.5 km northeast of Valencia. This
license area was selected on the basis of a historical uranium occurrence - Anomaly 24. This anomaly
experienced limited diamond drilling (seven drill holes) conducted by Goldfields in the 1970's. Drill core
assays over lengths varying up to 1.5 m ranged from less than 0.01 per cent to 0.980 per cent U3O8. This
license hosts numerous uranium-bearing alaskite dykes within schist, marble and metasediment lithologies, the
same sequence that is present at Valencia and Rio Tinto's Rössing Mine located approximately 40 kms to the
northeast. These figures do not comply with the requirements of NI 43-101.
The other four licenses granted total 275,380 ha in area, targeting mineralization in the form of uraniumbearing
alaskite which is the mineralization found at Valencia and Rössing, as well as Paladin Resources Ltd.'s
Langer Hienrich-type mineralized palaeochannels.
A reconnaissance program of uranium exploration has started on the four licenses and six large target areas
were identified in the initial phase of work. The licenses which have only seen limited modern exploration
cover over 315,000 hectares and are located along strike from the Trekkopje uranium deposit. The Company
has compiled the available technical information, including airborne surveys from the Geological Survey of
Namibia (radiometrics and magnetics) and field studies are underway to identify drilling targets. A first phase
radon survey is being contracted locally.
Westport, Namibia
Namibian Westport Ltd. (formerly Namibian Minerals Ltd.) ("Namibian"), through its wholly-owned
subsidiary, Westport Resources Namibia (Pty.) Limited (“Westport”), owns a 100% interest in the Sperrgebiet
Zinc Project, located in Namibia.
Westport has an option to earn a 60% interest in the Exclusive Prospecting Licence 3136 for the Elbe copper,
gold, zinc and silver project, which expired on June 29, 2007 and Westport is awaiting approval of the renewal
application. On March 13, 2007, the option was amended so that Westport has until March 12, 2010 to deliver
300,000 Class A common shares of the Company and incur exploration and development expenditures of
Namibian$5,000,000.
Westport holds Exclusive Prospecting Licence 3166 for the Omaruru gold project, which expired on June 10,
2007 and the Company is awaiting approval of its renewal application. Westport also has a 32% interest in
Exclusive Prospecting Licence 3195 for the Ondundu gold project, which expires on May 30, 2009. The
Company has agreements to acquire the remaining 68% interest in the Ondundu gold project for $107,240
which has been paid; other consideration to be negotiated to replace the proposed issuance of common shares
and warrants in a new company which was to be incorporated as part of the Company’s terminated plan to
dispose of Namibian; and a 2% management fee on production, of which, the Company has the option to
purchase 1% at any time for $1,000,000.
6
On July 9, 2007, the Company entered into an agreement (“Agreement”) to sell the issued and outstanding
shares of Namibian to Beta Minerals Inc. ("Beta"). As the closing of the Agreement had not occurred by
September 30, 2007, the Agreement was terminated and there are no obligations on the part of any parties
under the Agreement.
The assets held by Westport, comprising non-uranium mineral properties all of which are located in Namibia,
Africa will remain with Westport, a wholly-owned subsidiary of the Company.
Korea Electric Power Corporation (“KEPCO”) Memorandum of Understanding (“MOU”)
On October 31, 2007, the Company entered into a MOU with KEPCO (NYSE: KEP). Pursuant to the terms of
the MOU, the Company and KEPCO will explore the possibility of developing a framework for the future
exploration and development of the Company's Namibian uranium properties, including Valencia. The
Company and KEPCO will undertake detailed discussions to consider the basis and viability of possible joint
venture arrangements. The MOU provides a framework whereby the Company and KEPCO have the
opportunity to negotiate a working relationship and wherein KEPCO may provide a portion of the financing
that is required to commence operations at Valencia.
Board Appointments
On October 25, 2007, the Company announced the appointment of Mr. Martin R. Rowley and Mr. Paul
Matysek to the Company's Board of Directors. Mr. Rowley will serve as non-executive independent Chairman
and Director and Mr. Paul Matysek as a non- executive independent Director. Both appointments were
effective from October 22, 2007.
Mr. Rowley has over 25 years of experience in the mining industry, the past 11 years with First Quantum
Minerals Ltd. (“FQM”), since co-founding the company in 1996. He served as FQM's CFO and as a Director
until January 2007 when he assumed the role of Executive Director, Business Development.
Mr. Matysek is the former President, CEO and co-founder of Energy Metals Corporation which was recently
purchased by Uranium One Inc. in a deal valued at over $1 billion. He is a professional geoscientist with a
Masters of Science degree in Geology. With over 25 years of domestic and international experience, he is a
recognized entrepreneur and has held senior management and/or director positions with several Canadian firms
as well as other natural resource exploration and development companies in addition to Energy Metals
Corporation.
Following these appointments, Mr. Duane Parnham resigned as Executive Chairman of the Company and
remains as CEO, President and Director. On September 18, 2007, the Company announced the resignation of
Mr. Wayne Isaacs as Director and President of the Company.
* * * * * * *
The Company holds no interest in producing or commercial ore deposits. The Company has no production or
other revenue. There is no operating history upon which investors may rely. Commercial development of any
kind will only occur in the event that sufficient quantities of ore containing economic concentrations of mineral
resources are discovered. If in the future a discovery is made, substantial financial resources may be required to
establish ore reserves. Additional substantial financial resources will be required to develop mining and
processing for any ore reserves that may be discovered. If the Company is unable to finance the establishment
of ore reserves or the development of mining and processing facilities, it may be required to sell all or a portion
of its interest in such property to one or more parties capable of financing such development.
7
Results of Operations
The Company’s loss from operations for the three months ended October 31, 2007 was $7,774,204 [2006-
$1,157,452]. The large increase in the net loss is attributable primarily to the Company’s granting of 3,100,000
stock options, resulting in stock-based compensation of $7,409,390 [2006 –$666,389]. The Company’s stock
option plan was amended to remove vesting provisions and stock-based compensation is now recorded at the
time of grant of stock options rather than over the vesting period. The increase in expenses during the three
months ended October 31, 2007, also correlates directly to an increase in consulting and professional fees,
salaries, public company costs, general and administrative costs and travel costs. The increase in consulting
fees [2007 - $399,940, 2006 – 170,585] and salaries [2007 – 57,314, 2006 – nil] is attributable to the addition
of management and administrative staff and increases in senior management compensation commensurate with
industry standards. Increases in professional fees [2007 - $85,348, 2006 – $6,748] and general and
administrative expenses [2007 - $89,423, 2006 - $34,921] and travel costs [2007 - $126,743, 2006 - $49,533]
reflect the increased activity in the Company’s head office, in connection with the advancement of the
Company’s Namibian operations.
The Company’s loss from operations for the nine months ended October 31, 2007 was $12,006,961 [2006-
$2,468,574]. The large increase in the net loss is attributable primarily to the Company’s granting of stock
options, resulting in stock-based compensation of $10,562,730 [2006 – $1,353,111]. The Company’s stock
option plan was amended to remove vesting provisions and stock-based compensation is now recorded at the
time of grant of stock options rather than over the vesting period. The increase in expenses during the nine
months ended October 31, 2007, also correlates directly to an increase in consulting and professional fees,
salaries, public company costs, general and administrative costs and travel costs. The increase in consulting
fees [2007 - $1,251,488, 2006 – 496,120] and salaries [2007 – 77,767, 2006 – nil] is attributable to the
addition of management and administrative staff and increases in senior management compensation
commensurate with industry standards. Increases in professional fees [2007 - $167,250, 2006 – $29,790] and
general and administrative expenses [2007 - $244,335, 2006 - $85,758] and travel costs [2007 - $385,982,
2006 - $108,304] reflect the increased activity in the Company’s head office, in connection with the
advancement of the Company’s Namibian operations.
Summary of Quarterly Results