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29-Sep-2008
Annual Report
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Management's Discussion and Analysis of Results of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the financial statements included herein. Further, this MD&A should be read in conjunction with the Company's Financial Statements and Notes to Financial Statements included in its Annual Report on Form 10-K for the years ended June 30, 2008 and on Form 10-KSB for the year ended June 30, 2007.
The Company's financial statements have been prepared in accordance with United States generally accepted accounting principles. We urge you to read this report in conjunction with the risk factors described herein.
Plan of Operation
The Company's plan of operations for the period until December 31, 2009 is to complete the following objectives within the time periods specified, subject to our obtaining the necessary funding and/or permits for continued exploration of the mineral properties. The following table summarizes the anticipated exploration expenditures on our current properties for the period until December 31, 2009.
ESTIMATED EXPLORATION BUDGET
2008 2009 Totals
Sagar Project (includes Ferderber Claims) 1,000,000 1,000,000
Madagascar 2,600,000 2,600,000
Other 200,000 200,000
Totals 2,600,000 1,200,000 3,800,000
Madagascar Properties
Diamond drilling will commence on the Three Horses Property in the latter part of 2008. This has been preceded by ground geophysical surveys, geochemical sampling, geological mapping and prospecting. The initial drill program is anticipated to be between 5,000 to 7,000 meters consisting of 30 - 40 holes. The program will be mainly geared to following up on the helicopter-borne EM survey which results indicate has defined a large number of anomalies, some of which are directly related to known surface gossans. These are believed to overlie massive sulphide mineralization.
During the 2008 field work a number of gold showings and anomalies were discovered on the Three Horses Property. Although massive sulphide mineralization is the primary focus of the drill program, several attractive gold targets will also be drill tested. A total of 30-40 drill holes are initially envisioned for the Three Horses Property.
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Five "squares", known as the Ianapera Property, covering an area of 31.25 square kilometers, located kilometers to the north of the Three Horses Property, are part of the Madagascar Minerals agreement. It has been discovered that this property is underlain by coal seams that are up to 5.0 meters thick and geological mapping indicates that there are multiple coal seams on the property. The Company plans to drill test the coal potential of this property.
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It has also been discerned that at least one of the streams in the area contains significant amounts of gold that is currently being panned by locals. Stream sediment sampling was carried out earlier in 2008 to determine if a source for the gold in the drainage sediments can be found. Exploration work is ongoing.
The budget for the exploration work on the Madagascar properties is set at approximately $2,600,000 in 2008.
Sagar Property
Taiga Consultants Limited executed exploration programs on Uranium Star's behalf in 2007. Both programs utilized a refurbished exploration camp on the east shore of Lake Mistamisk, and were
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helicopter supported by Expedition Helicopters Inc. The objective of both programs was to identify the source of the Mistamisk Boulder Field mineralization. During the course of exploration activities, 46 diamond drill holes (DDH) over 5,610 metres, and 164 reverse circulation (RC) holes over 2,625 metres were drilled. The RC holes were pattern drilled to try and establish a glacial transportation vector for the boulder field mineralization, while the DDH's were drilled to test geophysical anomalies on the Sagar Property. In addition to drilling, other exploration activities included prospecting of airborne geophysical targets, grid emplacement, ground magnetometer surveying, characterization of the lithogeochemical signature of Mistamisk boulders, and soil sampling.
Anomalous geochemistry (i.e. elevated Au, U, and Cu) identified during the 2007 exploration program in rock grab and diamond drilling samples appears to be structurally controlled, with mineralization restricted to small veinlets and breccia zones. Whole rock analysis of the Mistamisk Boulder Field samples corroborates a structural association with mineralization, with elemental associations of U with Pb, Ni, Co, Cu, Mo and As indicating an unconformity associated polymetallic uranium style of mineralization. Whole rock analysis of high grade Mistamisk Boulder Field samples also reveals that mineralization is intimately associated with albitization, and kaolinite and illite clay alteration.
By utilizing the geochemical signature of the Mistamisk Boulder Field 17 prioritized soils anomalies and 6 RC anomalies have been defined. Taken in conjunction with interpreted clay alteration data and hypothesized glacial dispersion trains, three potential source areas for the Mistamisk Boulder Field mineralization have been identified.
All anomalous areas have coincident kaolinite to kaolinite-illite signatures, are bisected by one or more interpreted major of subsidiary faults, have anomalous soil and/or rock assays, have anomalous RC and DDH assays, and are favorably located to be source candidates for the Mistamisk Boulder Field based on Quaternary analysis.
An examination of the Mistamisk Boulder Field revealed that no high grade mineralized boulder is found greater than 1 meter in diameter, and that high grade mineralization is often found in cobbles or within veins <30 cm wide within argillic boulders. The source mineralization for the Mistamisk Boulder Field may therefore be less than a metre wide. This is supported by the narrow nature of the identified mineralized showings on the Sagar Property. The showings, and the as-yet undiscovered source for the Mistamisk Boulder Field, therefore do not constitute high priority exploration targets for future work by themselves. They do, however, indicate there is potential for discovering a volumetrically significant unconformity associated polymetallic uranium-style deposit on the Sagar Property. Future work should focus on the intersection between the Romanet fault (on the eastern edge of the horst) and reducing lithologies such as those of the Dunphy and Lace Lake formations, as well as on the unconformity contact with the Archean basement.
In addition to the potential of discovering significant unconformity-style mineralization on the Sagar Property, there exists significant potential for discovering IOCG-style mineralization. Similar to the Boulder Field Index, a multi-component normalized 'IOCG Index' was developed and applied to RC, soil, and water geochemical data collected over the Sagar Property. This IOCG Index identified targets associated with a large east-west trending structure that bisects the Romanet Horst. The IOCG Index also identified an anomaly that corresponds with the Alpha Boulder Field Index soil anomaly. Diamond drill holes in the Alpha area did not intersect significant sulphide mineralization, but they did intersect pervasively carbonate-, hematite-, and chlorite-altered rocks which could indicate proximal IOCG mineralization.
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Future Programs
In light of empirical observations collected during the course of 2007 exploration activities, other targets have been identified which could prove to be volumetrically more significant than the source of the Mistamisk Boulder Field. In order of priority, future exploration on the Sagar Property should focus on the discovery of:
1.
Gold and uranium mineralization at redox boundaries along major faults. This work should focus on the intersection between the Romanet fault and the reducing lithologies of the Dunphy and Lace Lake formations.
2.
Unconformity associated polymetallic uranium-style mineralization at the Archean basement contact. The 'Kilo' soil anomaly should be targeted for this exploration due to the anomalous soil, RC, and DDH geochemistry, as well as the numerous coincident geophysical anomalies.
3.
Iron-Oxide Copper Gold (IOCG) mineralization. This work should focus on the east-west structure bisecting the Romanet Horst. In particular, the area to the south-west of the Lac Plisse showing should be drill tested as it has coincident gravity and magnetic highs, and has an anomalous IOCG-related geochemical signature for RC, soil, and water geochemical data. Additionally, the DDH geochemistry and alteration mineralogy observed from holes in the 'Alpha' soil target area should be re-examined in the context of IOCG mineralization.
4.
Source mineralization for the Mistamisk Boulder Field. The anomalous Alpha, Delta, and Kilo soil targets, as well as A, B, and E RC targets identified during the course of the 2007 exploration program should be examined to ascertain the source mineralization for the Mistamisk Boulder Field.
Merico-Ethyl / Yarrow Properties, Ontario
A 3,000 metre diamond drill program began in November 2007 to test several induced polarization ("IP") chargeability anomalies, including a large northeast trending anomaly with a strike exceeding 1,000 metres and width of up to 800 metres. The source of this IP anomaly is interpreted as a sulphide-related feature at or near the Proterozoic - Archean unconformity. Concurrent with the drill program, a field program consisting of additional line-cutting over the entire Merico property was carried out, followed by an induced polarization/resistivity ("IP") survey, magnetometer survey, a detailed gravity survey and soil sampling. The IP/resistivity survey further delineated those anomalies remaining open to expansion and definition and was also extended to cover the area of the Sauve uranium-copper-gold occurrence located in the north-eastern portion of the property from which grab samples have yielded assays of up to 1.56% U3O8 and 14.64% Cu. Temex is managing the exploration program which extended into 2008.
Other Expenses
Company management anticipates spending approximately $200,000 in ongoing general and administrative expenses per quarter for the next twelve months.
These general and administrative expenses will consist primarily of professional fees for the accounting, audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses. However, the overall general and administration expenses will vary in direct proportion with the level of activity relating to future acquisitions and exploration programs.
Cautionary Note
Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral properties in the exploration stage
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ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:
- our ability to raise additional funding;
- the market price for gold;
- the market price for uranium;
- the results of our proposed exploration programs on our mineral properties; and
- our ability to find joint venture partners for the development of our property interests.
If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. In the event we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan. In such a case, we may decide to discontinue our current business plan and seek other business opportunities in the resource sector. Any business opportunity would require our management to perform diligence on possible acquisition of additional resource properties. Such due diligence would likely include purchase investigation costs such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits. It is anticipated that such costs will not be sufficient to acquire any resource property and additional funds will be required to close any possible acquisition.
During this period, we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs. In the event no other such opportunities are available and we cannot raise additional capital to sustain operations, we may be forced to discontinue business. We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.
Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.
Capital Financing
From inception to June 30, 2004, the Company raised $59,750 through the issuance of 9,585,000 common shares.
For the year ended June 30, 2005, the Company did not raise any new financing.
For the year ended June 30, 2006, the Company raised $795,250 through the issuance of 2,980,000 common shares and 2,265,000 share purchase warrants.
For the year ended June 30, 2007, the Company raised $17,300,000 through the issuance of 34,600,000 common shares and 29,000,250 share purchase warrants.
For the year ended June 30, 2008, the Company did not raise any new financing.
The Company anticipates that additional funding will be in the form of equity financing from the sale of our common stock. However, the Company cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of common stock for additional phases of exploration. The Company believes that debt financing will not be an alternative for funding additional phases of exploration. The Company does not have any arrangements in place for any future equity financing.
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Results of Operations
The Company had no operating revenues since inception on March 1, 2004 through to the period ended June 30, 2008. The Company's activities have been financed from the proceeds of share subscriptions. From inception, on March 1, 2004, to June 30, 2008, the Company raised gross proceeds of $18,155,000 from private offerings of the Company's securities.
For the period from inception, March 1, 2004, to June 30, 2008, the Company incurred a loss before income taxes of $32,722,353. Expenses included $16,386,932 in mineral property and exploration costs. These costs charged to operations were for the acquisition of the Sagar and Merico-Ethyl Properties in Canada, Madagascar properties, and other abandoned properties including ancillary costs related to the mineral properties. The Company also incurred $1,208,647 in professional fees during the period. The Company had general and administrative expenses of $1,989,697; stock based compensation of $14,487,459, a foreign exchange translation gain of $627,031 and other income (including interest) of $766,597.
Liquidity and Capital Resources
As at June 30, 2008, the Company had cash on hand of $4,395,758.
The Company funded the business to date through the sale of our common stock.
The Company holds a significant portion of cash reserves in Canadian dollars.
Due to foreign exchange rate fluctuations, the value of these Canadian dollar reserves can result in both translation gains or losses in US dollar terms. If there was to be a significant decline in the Canadian dollar versus the US Dollar the US dollar cash position would also significantly decline. The Company has not entered into derivative instruments to offset the impact of foreign exchange fluctuations. Such foreign exchange declines could cause us to experience losses.
There are no assurances that the Company will be able to achieve further sales of common stock or any other form of additional financing. If the Company is unable to achieve the financing necessary to continue the plan of operations, then the Company will not be able to continue our exploration and our venture will fail.
Issuances of Securities
We have funded our business to date from sales of our common stock. During the year ended June 30, 2008 there was no issuance of shares resulting from private placements.
On December 21, 2007, the Company issued 2,975,000 common shares to directors, officers and consultants as compensation for services rendered at a fair value of $595,000. The shares were valued at an estimated fair market value of $0.20 per share based on the prevailing quoted market price on the date of issue. Related parties to the Company received 2,425,000 shares.
On December 10, 2007, the Company issued 1,250,000 common shares, with a fair value of $375,000, and 500,000 warrants in connection with the acquisition of the Madagascar property. The warrants are exercisable at $1.00 per share for a period of two years from the date of issuance and have been valued using the Black Scholes option pricing model with an expected dividend yield of 0%, risk free rate of 4.20%, expected volatility of 126%, and expected life of 2 years.
The recorded fair value of $60,560 was initially capitalized as mineral property acquisition costs and then recognized as an impairment loss.
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On November 13 2007, the Company issued 561,388 common shares with respect to the exercise of 2,010,000 "cashless" warrants.
On July 11, 2007, the Company granted options to purchase up to 4,020,000 shares of the Company's common stock to certain of the Company's officers and consultants. The options are exercisable at a price of $0.59 per share and expire on July 10, 2012. These shares were issued in reliance on the exemption for sales of securities not involving a public offering as set forth in Rule 506 promulgated under the Securities Act of 1933 and in Section 4(2) and Section 4(6) of the Securities Act of 1933.
We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock for additional phases of exploration. We believe that debt financing will not be an alternative for funding additional phases of exploration. We do not have any arrangements in place for any future equity financing.
There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration and our venture will fail.
Foreign exchange matters
We hold a significant portion of our cash reserves in Canadian dollars. Due to foreign exchange rate fluctuations, the value of these Canadian dollar reserves can result in either translation gains or losses in US dollar terms. If there was to be a significant decline in the Canadian dollar versus the US Dollar our US dollar cash position would also significantly decline. We have not entered into derivative instruments to offset the impact of foreign exchange fluctuations. Such foreign exchange declines could cause us to experience losses.
Off-balance sheet arrangements
The Company has no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.
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