TIDMGSL
3rd Quarter Results
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 13, 2009) - Greystar Resources Ltd. (TSX:GSL)(AIM:GSL)
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Management's Comments on Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2009
The accompanying unaudited interim consolidated financial statements of Greystar Resources Ltd., for
the three and nine months ended September 30, 2009, have been prepared by management and approved by
the Audit Committee and the Board of Directors of the Company. These statements have not been reviewed
by the Company's external auditors.
GREYSTAR RESOURCES LTD.
Consolidated Balance Sheets
(Unaudited - Prepared by Management)
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September 30 December 31
2009 2008
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ASSETS
Current assets:
Cash and cash equivalents $ 83,922,990 $ 27,262,146
Accounts receivable and prepaids 531,869 449,090
Deposit on mineral properties
(note 4) 89,120 -
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84,543,979 27,711,236
Equipment (note 3) 1,037,413 1,126,477
Mineral properties (note 4) 17,493,415 14,418,247
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$ 103,074,807 $ 43,255,960
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
liabilities $ 3,509,564 $ 1,280,801
Amounts payable on mineral
property acquisition (note 4) 600,660 -
Asset retirement obligation (note 5) 118,579 390,000
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4,228,803 1,670,801
Amounts payable on mineral
property acquisition (note 4) 469,483 -
Asset retirement obligation (note 5) 200,999 190,000
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4,899,285 1,860,801
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Shareholders' equity:
Common shares (note 6(b)) 202,810,387 143,434,989
Warrants (note 6(c)) 13,665,613 384,800
Contributed surplus (note 6(e)) 12,418,425 10,772,031
Deficit (130,718,903) (113,196,661)
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98,175,522 41,395,159
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$ 103,074,807 $ 43,255,960
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See accompanying notes to unaudited interim consolidated financial
statements.
Approved on behalf of the Board:
Signed: "David B. Rovig" Director
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Signed: "Brian E. Bayley" Director
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GREYSTAR RESOURCES LTD.
Consolidated Statements of Operations and Deficit
(Unaudited - Prepared by Management)
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Three months ended Nine months ended
September 30 September 30
2009 2008 2009 2008
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Exploration
expenditures
(note 4) $ 6,348,885 $ 5,524,291 $ 13,779,109 $ 14,901,738
General and
administrative
expenses:
Amortization 65,253 39,231 193,221 96,094
Audit, legal and
other professional
fees 275,089 57,662 532,925 145,112
Investor relations 32,080 33,327 93,011 121,655
Management and
consulting fees 89,162 10,328 251,680 132,117
Office facilities
and administrative
services 57,371 41,222 151,523 133,529
Salaries and
benefits 130,272 33,613 288,560 103,392
Stock-based
compensation
(note 6(d)) 407,883 250,220 1,917,256 1,220,275
Transfer agent,
listing and filing
fees 33,144 42,410 131,398 179,429
Travel 58,321 18,081 172,942 97,801
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1,148,575 526,094 3,732,516 2,229,404
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Loss before other
items (7,497,460) (6,050,385) (17,511,625) (17,131,142)
Other items:
Interest income (37,511) (271,498) (145,451) (1,130,248)
Foreign exchange
loss (gain) 368,324 (1,648) 156,068 989
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330,813 (273,146) 10,617 (1,129,259)
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Loss and comprehensive
loss for the period (7,828,273) (5,777,239) (17,522,242) (16,001,883)
Deficit, beginning of
period (122,890,630) (101,476,160) (113,196,661) (91,251,516)
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Deficit,
end of period $(130,718,903) $(107,253,399) $(130,718,903) $(107,253,399)
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Basic and diluted
loss per common
share $ (0.15) $ (0.13) $ (0.34) $ (0.35)
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Weighted-average
number of common
shares outstanding 53,153,949 46,063,798 50,965,120 46,007,030
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See accompanying notes to unaudited interim consolidated financial
statements.
GREYSTAR RESOURCES LTD.
Consolidated Statements of Cash Flows
(Unaudited - Prepared by Management)
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Three months ended Nine months ended
September 30 September 30
2009 2008 2009 2008
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Cash provided by
(used in):
Operating
activities:
Loss for the
period $ (7,828,272) $ (5,777,239) $ (17,522,241) $ (16,001,883)
Asset retirement
expenditures (90,953) - (260,422) -
Items not
involving cash:
Amortization 65,253 39,231 193,221 96,094
Interest accretion
on amounts payable
on mineral property
acquisition 35,126 - 35,126 -
Stock-based
compensation 407,883 250,220 1,917,256 1,220,275
Unrealized foreign
exchange loss 25,033 - 13,235 -
Changes in non-cash
working capital:
Amounts receivable
and prepaids (356,512) (79,703) (82,779) (343,147)
Accounts payable
and accrued
liabilities 1,918,714 697,539 2,228,763 1,432,642
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(5,823,726) (4,869,952) (13,477,841) (13,596,019)
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Investing activities:
Mineral property
acquisition costs (323,049) (31,313) (1,082,555) (1,802,667)
Purchase of
equipment (43,598) (130,367) (104,157) (319,829)
Deposit on property
acquisition - - (86,736) -
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(366,647) (161,680) (1,273,448) (2,122,496)
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Financing activities:
Common shares and
warrants issued on
public offering 63,250,002 - 63,250,002 -
Common shares and
warrants issued on
private placement - - 12,039,865 -
Issue costs related
to equity issuance (3,745,786) - (3,949,534) -
Common shares issued
on exercise of
stock options - - 71,800 294,375
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59,504,216 - 71,412,133 294,375
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Increase (decrease)
in cash and cash
equivalents 53,313,843 (5,031,632) 56,660,844 (15,424,140)
Cash and cash
equivalents,
beginning of
period 30,609,147 38,228,545 27,262,146 48,621,053
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Cash and cash
equivalents,
end of period $ 83,922,990 $ 33,196,913 $ 83,922,990 $ 33,196,913
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Supplementary cash flow information (note 7)
See accompanying notes to unaudited interim consolidated financial
statements.
GREYSTAR RESOURCES LTD.
Notes to Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2009
(Unaudited - Prepared by Management)
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1. Basis of Presentation
These unaudited interim consolidated financial statements have been prepared in accordance with
Canadian generally accepted accounting principles ("GAAP") for interim financial statements.
Accordingly, they do not include all of the information and footnotes required by generally accepted
accounting principles for annual financial statements. In the opinion of management, all adjustments
(consisting of normal and recurring accruals) considered necessary for fair presentation have been
included. Operating results for the three and nine month periods ended September 30, 2009 are not
necessarily indicative of the results that may be expected for the fiscal year ending December 31,
2009.
The interim financial statements have been prepared by management in accordance with the accounting
policies described in the Company's annual financial statements for the year ended December 31, 2008.
For further information, refer to the Company's consolidated financial statements and notes thereto
for the year ended December 31, 2008.
At September 30, 2009, the Company had working capital of $80,315,177 but had not yet achieved
profitable operations and expects to incur further losses in the development of its business. For the
three and nine month periods ended September 30, 2009, the Company reported net losses of $7,828,272
and $17,522,241, respectively, and as at September 30, 2009, has an accumulated deficit of
$130,718,903. The ability of the Company to continue as a going concern is dependent upon the
Company's ability to arrange additional funds to complete the development of its property and upon
future profitable production.
2. Accounting Policy Changes
Goodwill and intangible assets
Effective January 1, 2009, the Company adopted the new Canadian Institute of Chartered Accountants
("CICA") Handbook Section 3064, Goodwill and Intangible Assets. This section replaces CICA Handbook
Section 3062, Goodwill and Intangible Assets, and 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 various pre-production and start-up costs and requires that
these costs be expensed as incurred, with the concurrent withdrawal of CICA Emerging Issues Committee
Abstract 27, "EIC 27 - Revenues and Expenditures during the Pre-operating Period". The Company does
not have goodwill or intangible assets and therefore the adoption of this new standard does not have
any impact on the Company's consolidated financial statements.
Future pronouncements
International Financial Reporting Standards ("IFRS")
In February 2008, Canada's Accounting Standards Board ("AcSB") confirmed the date of changeover from
GAAP to International Financial Reporting Standards ("IFRS"). Canadian publicly accountable
enterprises must adopt IFRS for their interim and annual financial statements relating to fiscal years
beginning on or after January 1, 2011.
While IFRS uses a conceptual framework similar to Canadian GAAP, there are significant differences in
recognition, measurement and disclosures. The Company, with the assistance of an external advisor, has
begun a high-level review of major differences between Canadian GAAP and IFRS. While the Company has
begun assessing the adoption of IFRS, the financial reporting impact of the transition to IFRS cannot
be reasonably estimated at this time.
Business combinations
In January 2009, the CICA issued new recommendations for Section 1582, Business Combinations, to
replace Section 1581, Business Combinations. Section 1582 provides the Canadian equivalent to the IFRS
standard, IFRS 3 (revised), Business Combinations, and specifies a number of changes, including: an
expanded definition of a business, 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. The section applies prospectively to business combinations for
which the acquisition date is on or after January 1, 2011, however, early adoption is permitted. The
Company is currently evaluating the impact of this new standard on its consolidated financial
statements.
Consolidated financial statements and non-controlling interests
In January 2009, the CICA also issued new recommendations for Section 1601, Consolidated Financial
Statements and Section 1602, Non-Controlling Interests, which together replace Section 1600,
Consolidated Financial Statements, and provide the Canadian equivalent to the corresponding provisions
of IFRS standard, IAS 27 (revised), Consolidated and Separate Financial Statements. Section 1601
establishes standards for the preparation of consolidated financial statements. Section 1602 specifies
that non-controlling interests be treated as a separate component of equity, instead of a liability or
other item outside of equity. These new standards are effective for interim and annual consolidated
financial statements relating to fiscal years beginning on or after January 1, 2011 however, early
adoption is permitted as of the beginning of a fiscal year. The Company is currently evaluating the
impact of these new standards on its consolidated financial statements.
3. Equipment
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As at September 30, 2009 Cost Accumulated Net book
amortization value
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Buildings $ 556,021 $ (136,585) $ 419,436
Field equipment 804,637 (640,856) 163,781
Office equipment 545,245 (266,557) 278,688
Transport 309,727 (134,219) 175,508
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$ 2,215,630 $ (1,178,217) $ 1,037,413
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As at December 31, 2008 Cost Accumulated Net book
amortization value
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Buildings $ 556,021 $ (119,349) $ 436,672
Field equipment 785,688 (610,479) 175,209
Office equipment 460,038 (158,987) 301,051
Transport 309,727 (96,182) 213,545
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$ 2,111,474 $ (984,997) $ 1,126,477
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4. Mineral Properties
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Amount
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Balance, December 31, 2008 $ 14,418,247
Acquisition cost - cash consideration 2,101,953
Acquisition cost - warrants issued 973,215
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Balance, September 30, 2009 $ 17,493,415
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In January 2009, the Company entered into an agreement to acquire the "Los Robles" land parcel with an
area of 14.6 hectares. The property was acquired for cash payment of $58,794. The Company also issued
30,000 common share purchase warrants exercisable into common shares at a price of $2.05 per share,
exercisable until January 22, 2013. The value of these share purchase warrants was estimated to be
$59,374 using the Black-Scholes valuation model.
In June 2009, the Company acquired the "Las Puentes" land parcel with an area of 1,034 hectares. The
property was acquired for approximately $2,194,000, including cash payments made in June and July 2009
totaling approximately $996,000, and future cash payments to be made in Colombian pesos totaling
approximately $1,198,000 and payable in varying amounts in April 2010 and April 2011. The future
obligations have been recorded as amounts payable on mineral property acquisition on the consolidated
balance sheet and have been discounted to reflect the non-interest bearing feature of this obligation.
The Company also issued 300,000 share purchase warrants exercisable into common shares at a price of
$2.30 per share, exercisable until June 29, 2013. The value of these share purchase warrants was
estimated to be $650,451 using the Black-Scholes valuation model.
In June 2009, the Company also entered into a term sheet to acquire the "Laguna de la Virgen" land
parcel comprised of approximately 189 hectares. The Company has made a cash deposit of approximately
$89,000 and has agreed to make further payments of approximately $217,000 and to issue 60,000 share
purchase warrants having an exercise price of $2.30 expiring four years following the closing of the
transaction. This transaction had not closed as at September 30, 2009, but is expected to close in the
fourth quarter of 2009.
In June 2009, the Company issued 123,500 share purchase warrants relating to the El Bosque, El Carbon
and El Salbial land parcel acquisitions that were completed in previous reporting periods. The
issuance of these share purchase warrants received regulatory approval during April and May 2009. The
value of the share purchase warrants was estimated to be $263,390 using the Black-Scholes valuation
model. The following table is a summary of these warrants issued in connection with these
transactions:
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Warrants Exercise price Expiry Date
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El Bosque 3,700 $6.75 January14, 2012
El Salbial 19,800 $5.65 February 18, 2012
El Carbon 100,000 $4.89 June 29, 2013
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The valuation of share purchase warrants issued in relation to the above land acquisitions were
estimated using the Black-Scholes valuation model applying the following assumptions:
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Risk-free interest rate 1.39% to 3.45%
Expected life Full term of the warrant
Volatility 48.4% to 80.3%
Expected dividends Nil
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The details of exploration expenditures incurred and expensed on the Company's Colombian mineral
properties during the three and nine month periods ended September 30, 2009 and 2008 are as follows:
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Three months ended Nine months ended
September 30 September 30
2009 2008 2009 2008
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Exploration
expenditures:
Administration $ 589,994 $ 237,513 $ 1,606,004 $ 740,893
Assay and metallurgy 312,895 719,436 1,031,176 1,079,266
Consulting and geology 28,134 289,490 90,933 531,825
Drilling and field
costs 719,076 2,657,975 1,902,896 8,667,129
Environmental - 79,608 - 191,753
Equipment rentals,
repairs, maintenance
and supplies 17,781 245,940 74,177 619,516
Field and office
supplies 6,717 18,304 32,524 57,388
Community projects,
social programs
and security 364,278 235,912 1,088,923 639,435
Feasibility and
pre-feasibility
studies 3,902,531 472,270 6,798,129 65,455
Taxes and surface
rights 393,295 476,890 1,102,727 1,385,269
Travel 14,184 90,953 51,620 223,809
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6,348,885 5,524,291 13,779,109 14,901,738
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Cumulative exploration
expenditures,
beginning of period 94,811,722 76,328,203 87,381,498 66,950,756
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Cumulative exploration
expenditures,
end of period $ 101,160,607 $81,852,494 $101,160,607 $ 81,852,494
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5. Asset Retirement Obligation
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Amount
=-------------------------------------------------------------------------
Balance, December 31, 2008, current and long-term $ 580,000
Remediation work performed (260,422)
Liabilities incurred during the year -
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Balance, September 30, 2009 319,578
Less: Current portion (118,579)
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$ 200,999
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6. Share Capital
(a) Authorized:
Unlimited number of common shares without par value
(b) Common shares issued:
The continuity of common shares is as follows:
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Number of
Shares Amount
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46,063,798 $ 143,434,989
Balance, December 31, 2008
Private placement 6,579,161 12,039,864
Public offering (net of warrants) 18,071,429 51,385,586
Issue costs - (4,392,715)
Exercise of options 113,816 342,663
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Balance, September 30, 2009 70,828,204 $ 202,810,387
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During the period ended March 31, 2009, the Company completed a private placement of 6,579,161 units
at a price of $1.83 per unit for gross proceeds of $12,039,864. Each unit consisted of one common
share and three-quarters of a transferable common share purchase warrant. A total of 6,579,161 common
shares and 4,934,371 warrants were issued on closing. Each whole warrant entitles the holder to
purchase one common share at a price of $2.47 per share during the five-year period ending March 20,
2014. If at any time following six months from March 20, 2009, the closing price of the Company's
common shares is above $3.70 for 30 or more consecutive trading days, the Company can give notice to
accelerate the expiry date of up to 2,467,185 warrants to 60 days following the date of such notice.
Additionally, if at any time following two months from the completion and delivery of a bankable
feasibility study with respect to the Company's Angostura gold-silver project, the closing price of
the Company's common shares is above $3.70 for 30 or more consecutive trading days, the Company can
give notice to accelerate the expiry of the remaining 2,467,186 warrants (or less) to 60 days
following the date of such notice. This private placement was considered valued at market, with the
full amount of the value assigned to the common shares and no value assigned to the warrant component.
On September 29, 2009, the Company closed a public offering of 18,071,429 units at a price of $3.50
per unit for gross proceeds of $63,250,002. Each unit consisted of one common share and one-half of a
transferable common share purchase warrant. A total of 18,071,429 common shares and 9,939,285 warrants
were issued on closing, including 903,571 warrants issued as compensation to the agents assisting with
the offering. These warrants are registered to trade on the Toronto Stock Exchange under the symbol
GSL.WT. The 9,035,714 warrants subscribed to in this offering entitle the holder to purchase one
common share at a price of $4.30 per share during the one-year period ending September 29, 2010. If at
any time, the closing price of the Company's common shares on the Toronto Stock Exchange is greater
than $5.00 for 20 or more consecutive trading days, the Company can give notice to accelerate the
expiry date of the warrants to 20 days following the date of such notice. The value of these share
purchase warrants was estimated to be $11,864,415 using the Black-Scholes valuation model. The 903,571
agents' warrants entitle the holder to purchase one unit at a price of $3.50 per unit during the one-
year period ending September 29, 2010, with each unit comprised of one common share and one-half of a
transferable common share purchase warrant and having the same terms as the units subscribed to as
part of the September 29, 2009 offering. The value of the agents' warrants was estimated to be
$1,425,293 using the Black-Scholes valuation model and has been recorded as an issue cost of this
transaction. The valuation of the warrants issued as part of this public offering was estimated using
the Black-Scholes valuation model applying the following assumptions:
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Risk-free interest rate 1.20%
Expected life Full term of the warrant
Volatility 119%
Expected dividends Nil
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(c) Share purchase warrants:
The continuity of warrants is as follows:
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Number of
Warrants Amount
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149,178 $ 384,800
Balance, December 31, 2008
Issued on private placement 4,934,371 -
Issued on public offering 9,035,714 11,864,415
Issued as agents' compensation 903,571 1,425,293
Issue costs - (982,110)
Issued on land acquisition 453,500 973,215
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Balance, September 30, 2009 15,476,334 $ 13,665,613
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A discussion of warrants issued during the reporting period in connection with land transactions is
included under note 4 "mineral properties", and a discussion of warrants issued in connection with the
private placement and public offering is included under note 6(b) "common shares issued".
Details of share purchase warrants outstanding at September 30, 2009 are as follows:
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Expiry Date Number of Exercise price
Warrants
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October 3, 2009 9,178 $ 10.10
September 29, 2010 9,035,714 $ 4.30
September 29, 2010 903,571 $ 3.50
January 11, 2012 40,000 $ 7.10
January 14, 2012 3,700 $ 6.75
February 18, 2012 19,800 $ 5.65
January 10, 2013 100,000 $ 6.30
June 29, 2013 100,000 $ 4.89
June 29, 2013 300,000 $ 2.30
June 29, 2013 30,000 $ 2.05
March 20, 2014 4,934,371 $ 2.47
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15,476,334 $ 3.66
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(d) Share purchase options:
The continuity of share purchase options is as follows:
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Balance, Balance,
December September
Exercise 31 30
Expiry Date Price 2008 Granted Exercised* Cancelled 2009
=------------------------------------------------------------------------
June 7, 2009 $ 2.10 195,000 - (195,000) - -
October 13,
2009 $ 2.55 4,400 - - - 4,400
November 23,
2009 $ 4.00 699,000 - - - 699,000
April 29,
2010 $ 4.10 99,450 - - - 99,450
July 25,
2010 $ 5.90 2,750 - - - 2,750
August 22,
2010 $ 6.00 14,000 - - - 14,000
September 6,
2010 $ 7.10 608,600 - - - 608,600
January 20,
2011 $ 8.01 471,000 - - - 471,000
March 1, 2011 $ 6.60 50,000 - - - 50,000
March 31,
2011 $11.00 9,500 - - - 9,500
May 26, 2011 $10.20 13,400 - - - 13,400
October 2,
2011 $10.30 406,500 - - - 406,500
September 20,
2012 $ 6.60 642,250 - - - 642,250
May 15, 2013 $ 4.71 629,750 - - - 629,750
June 23, 2013 $ 4.46 150,000 - - - 150,000
October 20,
2011 $ 0.88 10,000 - (10,000) - -
November 17,
2013 $ 0.98 50,000 - - (50,000) -
June 23, 2013 $ 0.85 20,000 - - - 20,000
May 18, 2014 $ 3.60 - 1,285,000 - - 1,285,000
July 16, 2014 $ 3.26 - 75,000 - - 75,000
August 6,
2014 $ 4.10 - 35,000 - - 35,000
August 11,
2014 $ 4.00 - 25,000 - - 25,000
August 17,
2014 $ 4.05 - 30,000 - - 30,000
September 14,
2014 $ 3.61 - 25,000 - - 25,000
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Total 4,075,600 1,475,000 (205,000) (50,000) 5,295,600
Weighted-average
exercise price $ 6.02 $ 3.61 $ 2.04 $ - $ 5.55
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=------------------------------------------------------------------------
=------------------------------------------------------------------------
Expiry Date Balance, Balance,
December 31 September 30
2008 2009
=------------------------------------------------------------------------
Exercisable 3,284,588 3,841,826
Weighted-average exercise price $ 6.28 $ 6.12
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=------------------------------------------------------------------------
Of the 205,000 options exercised, 165,000 were exercised using the cashless exercise option, resulting
in the issuance of 73,816 shares.
There were 1,475,000 new stock option awards issued during the nine months ended September 30, 2009.
The fair value of the stock options granted were calculated using the Black-Scholes option pricing
model and the following weighted-average assumptions:
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Risk free interest rate 1.63%
Expected life 5 years
Volatility 72.5%
Expected dividends -
=------------------------------------------------------------------------
For the options that vested during the period and will vest in future periods, the Company has
recorded a stock-based compensation expense of $1,917,256 in the nine month period ended September 30,
2009. The Company will record additional stock-based expense of $2,722,951 in future reporting periods
as options unvested as at September 30, 2009 continue to vest.
(e) Contributed surplus:
The continuity of contributed surplus is as follows:
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Number of
Options Amount
=------------------------------------------------------------------------
4,075,600 $ 10,772,031
Balance, December 31, 2008
Options issued in period 1,475,000 -
Options exercised in period (205,000) (270,863)
Options cancelled in period (50,000) -
Amortization of stock-based compensation - 1,917,256
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Balance, September 30, 2009 5,295,600 $ 12,418,424
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7. Supplementary Cash Flow Information
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Three months ended Nine months ended
September 30 September 30
2009 2008 2009 2008
=-------------------------------------------------------------------------
Cash amount of payments
received:
Interest received $ 37,511 $ 271,498 $ 145,451 $ 1,130,248
Non-cash investing
and financing activities:
Fair value of stock
options transferred
to share capital from
contributed surplus on
exercise of options $ - $ - $ 270,817 $ -
Mineral property
acquisition with
future amounts payable $ - $ - $ 1,298,400 $ -
Fair value of share
purchase warrants
issued on mineral
property acquisition $ - $ - $ 973,215 $ 361,680
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Cash and cash equivalents are comprised of:
=-------------------------------------------------------------------------
September 30 December 31
2009 2008
Cash $ 11,016,929 $ 27,262,146
Cash equivalents 72,906,061 -
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$ 83,922,990 $ 27,262,146
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=-------------------------------------------------------------------------
Cash equivalents consist of highly liquid investments issued by Canadian financial institutions that
have original terms to maturity of 90 days or less when acquired.
8. Related Party Transactions
Related party transactions not otherwise disclosed in these financial statements for the nine month
period ended September 30, 2009, consist of payments for:
(a) Office facilities and administrative services for $49,500, consulting fees for $25,400, and fees
for assistance with a public offering for $25,000 to a company with a director and two officers in
common;
(b) Rent and administrative services for $41,032 and consulting fees for $152,407 to a company owned
by
the president;
(c) Investor relations services for $14,167 to a company owned by a former director who is now an
officer
of the Company; and
(d) Accounts payable as at September 30, 2009 of: $32,793 to a company with a director and two
officers in common; $37,847 to a company owned by the president; and $14,167 to a company owned by an
officer. The above transactions were in the normal course of business and were measured at the
exchange amount which is the amount agreed to by the related parties.
9. Segment Disclosures
The Company considers itself to operate in a single segment, being resource exploration and
development. Geographic financial information is as follows:
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Canada Colombia Total
September 30, 2009:
Loss from operations $ 8,496,301 $ 9,025,941 $ 17,522,241
Interest income $ 139,022 $ 6,429 $ 145,451
Identifiable assets $ 91,419,482 $ 11,655,325 $ 103,074,807
September 30, 2008:
Loss from operations $ 1,100,145 $ 14,901,738 $ 16,001,883
Interest income $ 1,130,248 $ - $ 1,130,248
Identifiable assets $ 33,524,876 $ 13,752,208 $ 47,277,084
=-------------------------------------------------------------------------
10. Management of Financial Risk
The Company's financial instruments are exposed to certain financial risks, including currency risk,
credit risk, liquidity risk, interest risk and price risk.
(a) Currency risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The
Company operates in Canada and Colombia and a large portion of its expenses are incurred in Columbian
pesos and United States dollars. A significant change in the currency exchange rates between the
Canadian dollar relative to the Columbian peso or the United States dollar could have an effect on the
Company's results of operations, financial position or cash flows. The Company has not hedged its
exposure to currency fluctuations.
The following represents the Canadian equivalent of Colombian peso financial instruments translated as
at September 30, 2009:
=-------------------------------------------------------------------------
September 30
2009
=-------------------------------------------------------------------------
$ 169,215
Cash and cash equivalents
Accounts receivable and prepaids 308,515
Deposits on mineral properties 89,120
Accounts payable and accrued liabilities (1,742,190)
Amounts payable on land acquisition (1,070,143)
=-------------------------------------------------------------------------
Net exposure $ (2,245,483)
=-------------------------------------------------------------------------
=-------------------------------------------------------------------------
The following represents the Canadian equivalent of United States dollar financial instruments
translated as at September 30, 2009:
=-------------------------------------------------------------------------
September 30
2009
=-------------------------------------------------------------------------
Cash and cash equivalents $ 3,873,943
Accounts receivable and prepaids 142,975
Accounts payable and accrued liabilities (1,116,965)
=-------------------------------------------------------------------------
Net exposure $ 2,899,953
=-------------------------------------------------------------------------
=-------------------------------------------------------------------------
The net exposures in financial instruments as at September 30, 2009 is not material and therefore a
10% depreciation or appreciation of the Canadian dollar against the Columbian peso or United States
dollar would not result in a material change in to the Company's loss reported for the period ended
September 30, 2009.
(b) Credit risk
Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet
its contractual obligations. The Company manages its credit risk through its counterparty ratings and
credit limits.
The Company's cash and cash equivalents and short term investments are held through large Canadian
financial institutions. Short-term investments are composed of financial instruments issued by
Canadian banks. These instruments mature at various dates over the current operating period and are
normally for periods three months or less. Amounts receivable primarily consist of goods and services
tax receivable with expected payment from the Canadian government.
(c) Liquidity risk
The Company manages liquidity risk by adjusting planned expenditures so that it will have adequate
cash balances in order to meet short and long term business requirements. The Company's planned
expenditures for the upcoming twelve months will not exceed current resources. The Company completed a
public offering in September 2009, the proceeds of which are anticipated to meet expenditures for the
upcoming year.
The Company's cash is invested in liquid investments with quality financial institutions and is
available on demand for the Company's programs and is not invested in any asset-backed commercial
paper.
(d) 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 Company's bank accounts earn interest
income at variable rates. The Company's future interest income is exposed to changes in short term
rates.
(e) Price risk
Although the Company is not in production, the nature of the project potentially exposes the Company
to price risk with respect to commodity prices. The Company monitors commodity prices to determine the
appropriate course of action to be taken, if required.
11. Capital Management
The Company's objective when managing capital is to maintain adequate levels of funding to support
exploration and development of its Colombian project, and to maintain corporate and administrative
functions. The Company considers shareholders' equity as capital.
The Company is not subject to externally imposed capital requirements and the Company's overall
strategy with respect to capital risk management remains unchanged from the year ended December 31,
2008.
12. Comparative Figures
Certain of the comparative figures have been reclassified to conform with the financial statement
presentation adopted in the current period.
GREYSTAR RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009
INTRODUCTION
The following information of Greystar Resources Ltd. (the "Company" or "Greystar"), prepared as of
November 10, 2009, should be read in conjunction with the Company's unaudited interim consolidated
financial statements for the three and nine month periods ended September 30, 2009 and the audited
annual consolidated financial statements for the years ended December 31, 2008 and 2007, and the
related notes attached thereto. These financial statements have been prepared in accordance with
Canadian generally accepted accounting principles. All amounts in this management's discussion and
analysis ("MD&A") are expressed in Canadian dollars unless otherwise indicated.
Additional information relevant to the Company's activities, including the Company's Annual
Information Form, can be found on SEDAR at www.sedar.com.
The Company is a development stage company, engaged in the acquisition and exploration of resource
properties. The Company's primary activity is the exploration and development of the Angostura Gold-
Silver Project in Colombia. The Company's head office is located in Vancouver, British Columbia,
Canada and its exploration and administrative office in Colombia is located in the city of
Bucaramanga. The Angostura mineral property is located approximately 55 kilometres north-east of
Bucaramanga. The Company is a reporting issuer in British Columbia and Ontario and trades on the
Toronto Stock Exchange ("TSX") and on the AIM Market of the London Stock Exchange (the "AIM Market"),
under the symbol GSL.
The following discussion, analysis and financial review is comprised of the following sections:
1. THIRD QUARTER 2009 HIGHLIGHTS
2. ANGOSTURA GOLD-SILVER PROJECT UPDATE, COLOMBIA
3. RESULTS OF OPERATIONS
4. QUARTERLY INFORMATION
5. FINANCIAL POSITION
6. TRANSACTIONS WITH RELATED PARTIES
7. CRITICAL ACCOUNTING ESTIMATES
8. NEW ACCOUNTING POLICIES
9. OFF-BALANCE SHEET ARRANGEMENTS
10. OUTSTANDING SHARE DATA
11. RISKS AND UNCERTAINTIES
12. INTERNAL CONTROL OVER FINANCIAL REPORTING
13. FORWARD-LOOKING STATEMENTS
1. THIRD QUARTER 2009 HIGHLIGHTS
Public Offering
On September 29, 2009, the Company closed a public offering of 18,071,429 units at $3.50 per unit for
gross proceeds of $63,250,000. Each unit consisted of one common share and one-half of a transferable
common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at
a price of $4.30 per share during the one-year period ending September 29, 2010.
Management Changes
During the quarter the Company has taken steps to strengthen its management team. The following new
appointments have been made: Mr. Timothy Lallas, Chief Financial Officer and Vice President Finance
and Administration; Mr. Geoff Chater, Vice President Corporate Development; Mr. Victor Guimaraes
Aguilar, Mine Planning Superintendent; Mr Leonardo di Mare, Environment Superintendent; and Mr.
Eduardo Enrique Mayorga Rojas, Human Resources Superintendent.
Of further note, subsequent to the end of the quarter, the Company announced the pending retirement of
its President and Chief Executive Officer, David Rovig. Mr. Rovig will be appointed to the new
position of Chairman of the Board of Directors where he will continue a guiding role in the
development of Greystar. The Company has engaged an international executive search firm to assist with
the filling of this vacancy. Mr. Rovig will continue as President and Chief Executive Officer until a
replacement has been secured.
Secondary Listing on Colombia Stock Exchange
During the third quarter of 2009, the Board of Directors approved a project to explore the listing of
the Company's shares on the Bolsa de Valores de Colombia, Colombia's national stock exchange. This
listing would qualify as a secondary listing, and the Company's primary exchange will remain the
Toronto Stock Exchange (TSX). The Company would also retain its listing on the Alternative Investment
Market (AIM). The Company does not anticipate making an offering in conjunction with this listing and
therefore there would be no dilution to existing shareholders.
The Company believes this new listing would expand its institutional and retail shareholder base in
Colombia where it is developing its Angostura gold-silver deposit, and is optimistic that pension
funds and individual investors in Colombia would see an investment in Greystar as an opportunity to
support their own economy through the responsible development of the country's natural resources.
2. ANGOSTURA GOLD-SILVER PROJECT UPDATE, COLOMBIA
Angostura Project Update
The Angostura Definitive (Bankable) Feasibility Study (DFS) is underway. The DFS includes three well-
defined stages: Optimization, Design and Financials, each looking to improve the technical and
financial parameters defined in the Preliminary Feasibility Study (PFS) stage, but also to reduce risk
on all fronts. The DFS will include basic engineering in all disciplines and is expected to have a
level of accuracy of +/- 15%. The final DFS report will provide the basis for project financing.
During the third quarter of 2009, approximately $4.2 million was spent on the various components of
the Definitive Feasibility Study, including assay and metallurgical analysis. It is now anticipated
that the DFS will be completed within approximately 6 to 8 months.
Metallurgical work performed during the quarter was primarily focused on the optimization of
recoveries. Metallurgical and recovery models and operational cost analyses were defined for Whittle
software input and for the development of mine plans. Economic evaluations were undertaken under
varied production scenarios, including alternative ore throughputs, metallurgical processes and ore
transportation variables.
Work continued on the preparation of the geological model and resource calculation for the final
feasibility study. Analyses were conducted on crush and grind size, including agitated leach
processing. Trade-off studies were completed with respect to truck haulage and the location of the
primary crusher. Geotechnical and hydrogeological studies advanced during the quarter, including the
evaluation of the pit design and the Mongora waste dump site and the evaluation of potential locations
for the process plant and the primary crusher. In addition, condemnation studies were conducted for
mine infrastructure areas. In addition, procurement specialists from GRD Minproc worked closely with
Greystar Colombia personnel during the quarter to qualify local suppliers throughout Colombia.
Progress achieved in metallurgical testing at McClelland Laboratories and SGS Lakefield during the
quarter included:
- Cyanide Consumption Optimization-Column Testing Series (test in progress);
- Mineralogy - 27 sample results were reported, there are another 30 results pending;
- Pulp Agglomeration - strength and stability test results were received (test in progress);
- Heap Leach - bulk samples test is in progress in primary, secondary and tertiary crushing size and
12 gap samples (1% to 2% total sulfur content) (test in progress); and
- Mill/Flotation - follow-up testing has concluded, but assay results are still pending; mixed samples
are being replaced.
The Environmental and Social Impact Study (ESIS) is underway. Subject to final DFS design
considerations, the ESIS will be completed and filed with the Colombian Environmental Ministry in
2010. Three meteorological stations were installed during the quarter to enhance the monitoring of
weather conditions at the project site. Monitoring of water quality for environmental baseline
purposes continued. Environmental reclamation activities completed during the quarter included five
hectares of land reforestation.
Subsequent to the end of the third quarter, the Company made the decision to initiate a program of
metallurgical testing aimed at investigating the application of agitation leach and/or pre-oxidation
as processing methods for intermediate sulphide ore at the Angostura gold-silver deposit. Initial
testing from both processing methods have shown promising results and further testing is warranted. In
the PFS published in May 2009, the intermediate sulphide ore (representing approximately 17% of the
recovered gold in the mine plan) was designed to be heap leached which resulted in low recoveries of
precious metals. Recent column testing using the intermediate sulphide ore to simulate heap leach
conditions have returned recoveries that question the economic viability of only using heap leaching
on this ore type. It is important to point out that column testing to simulate heap leach conditions
on oxide and transitional ores continue to show very positive results. In addition, flotation testing
for treatment of the higher grade sulphide ore to produce a gold bearing concentrate also continues to
show excellent results.
The PFS was based upon US$700 per ounce of gold during the first three years of operation and US$650
per ounce of gold for the remaining twelve years. These gold prices limited the options for processing
the intermediate sulphide ore at Angostura. In the current gold environment, both agitated leach and
pre-oxidation offer the potential to increase recoveries and improve the economics of this ore type
and the project as a whole. If either process is adopted, design modifications such as the inclusion
of a tailings impoundment would need to be incorporated into the DFS. Given the improvement in the
long term outlook for gold, the Company believes that the intermediate sulphide ore may be able to
support a more robust processing method which may lead to higher economic returns for this ore type.
The agitation leach and pre-oxidation testing programs will take approximately six months to complete,
and as such, the DFS is now expected to be completed in the second half of 2010. The Company will
continue with the design of the heap leach facilities for treating oxide and transitional ore, as well
as the design of the grinding and flotation circuit for the higher-grade sulphide ore. Furthermore,
the Company will continue to move forward with all other aspects of the project, including
geotechnical evaluations, social and environmental studies, permitting, infrastructure construction
and project finance.
Exploration
Additional exploratory drilling results were reported for the Mongora prospect during the quarter,
indicating continued intersection with near surface, gold-bearing oxide mineralization. The
delineation of oxide gold mineralization at the Mongora area could be very important for the Angostura
project. The potential to identify a new oxide resource that could be added to the 2.26 million ounce
oxide resource (measured and indicated) already defined at the Angostura deposit could have favourable
implications for the overall economics of the entire Angostura Project. Drilling is expected to resume
in the Mongora area in November 2009.
3. RESULTS OF OPERATIONS
The following table sets forth selected financial data for the periods indicated:
Three Months Ended Nine Months Ended
September 30 September 30
-----------------------------------------------------
2009 2008 2009 2008
-----------------------------------------------------
Exploration
expenditures:
Feasibility and
pre-feasibility
costs:
Feasibility and
pre-feasibility
studies $ 3,902,531 $ 472,270 $ 6,798,129 $ 765,455
Assay and
metallurgy 312,895 719,436 1,031,176 1,079,266
=-------------------------------------------------------------------------
4,215,426 1,191,706 7,829,305 1,844,721
Other exploration
expenditures 2,133,459 4,332,585 5,949,804 13,057,017
=-------------------------------------------------------------------------
6,348,885 5,524,291 13,779,109 14,901,738
General and
administrative
expenses:
Amortization 65,253 39,231 193,221 96,094
Other administrative
expenditures 675,439 236,643 1,622,039 913,035
Stock-based
compensation 407,883 250,220 1,917,256 1,220,275
=-------------------------------------------------------------------------
1,148,575 526,094 3,732,516 2,229,404
Interest income (37,511) (271,498) (145,451) (1,130,248)
Foreign exchange
loss (gain) 368,324 (1,648) 156,068 989
=-------------------------------------------------------------------------
Loss for the period $ 7,828,273 $ 5,777,239 $ 17,522,242 $16,001,883
=-------------------------------------------------------------------------
Loss per share $ 0.15 $ 0.13 $ 0.34 $ 0.35
=-------------------------------------------------------------------------
=-------------------------------------------------------------------------
Total exploration expenditures in Colombia were $6,348,885 for the three months ended September 30,
2009 compared to $5,524,291 for the three months ended September 30, 2008. Costs related to
feasibility and pre- feasibility studies, including assay and metallurgy costs, were $4,215,426 for
the three months ended September 30, 2009 compared to $1,191,706 for the comparative period in 2008.
This increase is due to a shift in the Company's primary activities, from drilling and exploration in
2008 to completing the definitive feasibility study in 2009. The increase in study costs has been
offset by a decrease in other exploration expenditures, which were $2,133,459 for the three months
ended September 30, 2009 compared to $4,332,585 for the comparative period in 2008.
Total exploration expenditures in Colombia were $13,779,109 for the nine months ended September 30,
2009 compared to $14,901,738 for the nine months ended September 30, 2008. Costs related to
feasibility and pre- feasibility studies, including assay and metallurgy costs, were $7,829,305 for
the nine months ended September 30, 2009 compared to $1,844,721 for the comparative period in 2008.
Other exploration expenditures were $5,949,804 for the nine months ended September 30, 2009, down from
$13,057,017 in the comparative period of 2008. The variances in these costs can be attributed to the
same factors identified for the third quarter variances discussed above.
General and administrative expenses have increased in the current year due to a number of factors:
- Amortization was up $26,022 for the three months ended and up $96,094 for the nine months ended
September 30, 2009, compared to the same periods in 2008 due to capital additions throughout 2008 and
in the current nine-month period.
- Other administrative expenditures were up $438,795 for the three months ended and up $709,003 for
the nine months ended September 30, 2009 compared to the same periods in the prior year primarily due
to the following:
=- Professional fees were up $217,427 for the three months ended and up $387,813 for the nine months
ended September 30, 2009, compared to the same periods in 2008. These increases are primarily due to:
management's tax planning initiatives involving the engagement of Canadian and Colombian tax advisors;
the hiring of advisors relating to the Company's review of internal controls and the remediation of
internal control deficiencies; and the engagement of advisors to explore a listing on the Colombian
stock exchange.
=- Salaries and benefits were up $96,659 for the three months ended and up $185,168 for the nine
months ended September 30, 2009, compared to the same periods last year, due primarily to the hiring
of a full-time CFO in November 2008 and to hiring additional corporate finance department staff during
the third quarter of 2009.
=- Management and consulting fees were up $78,834 for the three months ended and up $185,168 for the
nine months ended September 30, 2009, compared to the same periods in 2008, due primarily to the
engagement of consultants to assist with corporate accounting in the current year periods.
=- Transfer agent listing and filing fees were down by $9,266 for the three months ended and down
$48,031 for the nine months ended September 30, 2009, compared to the same period last year, due to
reduced sustaining and filing fees payable to the Toronto Stock Exchange and the Ontario Securities
Commission. Adverse market conditions in the fourth quarter of 2008 caused the market capitalization
of the Company to decrease which resulted in a reduction in the listing and filing fees to September
30, 2009.
- Stock-based compensation increased by $157,663 for the three months ended and increased by $696,981
for the nine months ended September 30, 2009 due to the issuance of stock options to directors,
officers and certain employees during the year and to the amortization of the cost of prior period
awards that vested during the period.
Interest income in the current year periods is down considerably from the comparative periods in 2008,
with an 86% decrease reported for the three months ended September 30, 2009 and an 87% decrease
reported for nine months ended September 30, 2008. This decrease is due to a combination of lower
interest rates prevailing in 2009 and to reduced cash levels during the first two quarters of 2009.
The Company reported a foreign exchange loss of $368,324 for the three months ended and a loss of
$156,068 for the nine months ended September 30, 2009, compared to a gain of $1,648 and a loss of $989
for the respective periods in 2008. Losses recorded in the current year periods can primarily be
attributed to the effect of the Canadian dollar's strengthening against the US dollar on US dollar
denominated assets. The Canadian dollar strengthened by approximately 8% during the third quarter of
2009 and by over 12% since the end of 2008.
4. QUARTERLY INFORMATION
Administrative Basic
Expenses and
------------------- Di-
Explora- General Stock- luted
tion and based Loss
Expendi- Amortiza- Compensa- Interest per
tures tion tion Income Net Loss Share
---------- --------- ---------- --------- ----------- -----
Q3-September 30,
2009 $6,348,885 $ 740,692 $ 407,883 $ (37,511) $7,828,273 $0.15
Q2-June 30,
2009 $4,320,471 $ 605,644 $1,311,757 $ (28,104) $6,049,978 $0.11
Q1-March 31,
2009 $3,109,753 $ 468,924 $ 197,616 $ (76,836) $3,643,991 $0.08
Q4-December 31,
2008 $5,529,004 $ 508,920 $ 181,810 $(276,536) $5,943,262 $0.13
Q3-September 30,
2008 $5,524,291 $ 275,874 $ 250,220 $(271,498) $5,777,239 $0.13
Q2-June 30,
2008 $5,046,420 $ 302,499 $ 99,887 $(345,114) $5,804,074 $0.13
Q1-March 31,
2008 $4,331,027 $ 430,756 $ 170,168 $(513,636) $4,420,570 $0.09
Q4-December 31,
2007 $3,274,862 $ 317,851 $ 116,572 $(581,923) $3,132,581 $0.07
Notes and Factors Affecting Comparability of Quarters:
1. The Company is a mineral exploration and development company and has no operating revenue. Interest
is from funds on deposit. The amount of interest is determined by the amount of funds on deposit and
interest rates paid. Interest rates were higher in 2007 than in 2008 and 2009 but the main cause for
increases reported in the third and fourth quarters of 2007 was higher levels of cash due to the
receipt of $37.1 million (net) from an equity financing completed in July 2007. Interest rates on term
deposits dropped significantly in 2008 and 2009. This, combined with reduced levels of cash,
contributed to decreasing levels of interest income in 2008 and 2009.
2. Stock-based compensation costs are a non-cash expense and represent an estimate of the fair value
of stock options granted determined using the Black-Scholes option pricing model.
3. Exploration and other project-related activities in Colombia shut down each year for a Christmas
break which extends into January. As a result of this shut-down, exploration and project-related
expenditures for the December 31 quarter and the March 31 quarter tend to be lower than the preceding
September 30 quarter. For the quarter ended December 31, 2008, the reduction in costs for the
Christmas break was partially offset by increased costs for the PFS which commenced in August 2008.
For the quarters ended March 31, 2009 and June 30, 2009, the reduction of costs can be attributed to
the time lag between the completion of the PFS and the start of the DFS in late June 2009. For the
quarter ended September 30, 2009, costs increased significantly due to efforts being placed on the
DFS.
4. There Has Been a General Trend for Increased Administrative General Costs Over the Eight Quarters.
This Can Be Attributed to Increased Compliance and Reporting Costs, Inflation, and a Significant
Increase In Staffing at the Senior Management Level During the Third Quarter of 2009.
5. FINANCIAL POSITION, INCLUDING CASH FLOWS, LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2009, cash and cash equivalents were $83,922,990, up from $27,262,146 at December 31,
2008. Working capital at September 30, 2009 was $80,315,777. The increase in cash and cash equivalents
can primarily be attributed to the receipt of gross proceeds of $75,289,867 from equity issuances
completed in the nine month period ended September 30, 2009, including:
- $12,039,864 in gross proceeds from a private placement of 6,579,161 units completed on March 20,
2009. Each unit consisted of one common share and three-quarters of a transferable common share
purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of
$2.47 per share at any time during a five-year period ending March 20, 2014. Upon certain conditions
being met, the Company can give notice to accelerate the expiry date of 2,467,185 warrants (or less)
to 60 days following the date of such notice; and
- $63,250,002 in gross proceeds from a public offering of 18,071,429 units completed on September 29,
2009. Each unit consisted of one common share and one-half of a transferable common share purchase
warrant. Each whole warrant entitles the holder to purchase one common share at a price of $4.30 per
share during the one-year period ending September 29, 2010. These warrants are registered and trade on
the Toronto Stock Exchange under the symbol GSL.WT. If at any time, the closing price of the Company's
common shares on the Toronto Stock Exchange is greater than $5.00 for 20 or more consecutive trading
days, the Company can give notice to accelerate the expiry date of the warrants to 20 days following
the date of such notice. In addition, the Company issued 903,571 agents' warrants as compensation to
agents assisting with the offering that entitle the holder to purchase one unit at a price of $3.50
per unit during the one-year period ending September 29, 2010, with each unit comprised of one common
share and one-half of a transferable common share purchase warrant and having the same terms as the
units subscribed to as part of the September 29, 2009 offering.
The Company's cash resources are invested in short term (ninety days or less) financial instruments
issued by major Canadian chartered banks. The Company does not invest in asset-backed commercial
paper.
For the nine months ended September 30, 2009, exploration-related expenditures, including scoping and
feasibility study costs, were $13,779,109 and represent the major use of corporate funds for the
period. Additionally, $1,082.555 of cash payments were made for mineral property acquisition costs
with smaller amounts paid for purchases of fixed assets ($104,157) and deposits on land ($86,736).
There were no new land transactions in the third quarter of 2009. The Company made scheduled payments
of approximately $323,000 in July 2009 in connection with a land transaction that closed in the second
quarter of 2009. The Company is required to make two further payments on this transaction, one in
April 2010 for approximately $640,000 and another in April 2011 for approximately $560,000. As these
amounts are non-interest bearing, they have been recorded at their discounted value in the accounts of
the Company at September 30, 2009. In the second quarter of 2009, the Company made a deposit of
approximately $89,000 on another property transaction that is expected to close in the fourth quarter
of 2009. On closing, the Company will be required to make an additional payment of approximately
$217,000 and to issue 60,000 share purchase warrants with an exercise price of $2.30 per share and
expiring four years from the closing date of the transaction.
Due to the low interest rates currently being paid by financial institutions, interest income is not
expected to be a significant source of income. Management intends to monitor spending and assess
results on an ongoing basis and will make appropriate changes as required and in response to results
from financing efforts.
As of November 10, 2009, there were 20,569,856 options and warrants outstanding, of which 16,991,639
are vested and "in-the-money". If all of the vested and "in-the-money" warrants and options were
exercised for cash, the proceeds to the Company would be approximately $62,847,000. While it is
probable that some of these warrants and options will be exercised, it is not possible to predict the
timing or the amount of funds which might be received.
Management of the Company believes that with the proceeds from the March 20, 2009 private placement
and the September 29, 2009 public offering, there are sufficient funds to pay for anticipated project
and administrative costs to the end of 2010. However, additional financing will be required to fund
equipment acquisitions and early-phase construction anticipated for late 2010. Management intends to
continue exploring alternative financing alternatives; however, the current economic uncertainty and
financial market volatility make it difficult to predict success. Risk factors potentially influencing
the Company's ability to raise equity or debt financing include: mineral prices, the results and
recommendations of the feasibility studies, the political risk of operating in a foreign country, and
the buoyancy of the credit and equity markets. For a more detailed list of risk factors, refer to the
Company's Annual Information Form for the year ended December 31, 2008 which is filed on SEDAR.
Management intends to continue discussions with potential equity investors.
6. TRANSACTIONS WITH RELATED PARTIES
The Company pays Rovig Minerals, Inc., a company owned by the Company's president for services
provided in relation to this role. Amounts paid include reimbursement for certain personal insurance
expenses and costs for office facilities in Billings, Montana. The service agreement presently in
place expires December 31, 2009.
The Company pays Ionic Management Corp. ("Ionic"), a company related by virtue of a director and two
officers in common, for accounting, corporate secretarial, regulatory services and other office
services in Vancouver, BC. In addition, Ionic bills the Company for consulting services provided by a
staff geologist. These services are provided on a month-to-month basis and may be cancelled by either
party on one month's notice.
In the third quarter of 2009, the Company paid Namron Advisors, a company owned by a former director
of the Company, for investor relations advisory services. This was an interim arrangement that
concluded when this former director assumed the role of Vice President, Corporate Development with the
Company in early October 2009.
These transactions were in the normal course of operations and are measured at an exchange amount
established and agreed to by the related parties.
In addition to the above, the Company reimburses Rovig Minerals, Inc. and Ionic for out-of-pocket
direct costs incurred on behalf of the Company. Such costs include travel, postage, courier charges,
printing and long distance telephone charges.
Related party expenditures recorded for the three and nine month periods ended September 30, 2009 and
2008 were:
Three Months ended Nine Months ended
September 30 September 30
------------------------------------------
2009 2008 2009 2008
------------------------------------------
Rovig Minerals Inc. $ 60,563 $ 57,596 $ 193,439 $ 162,429
Ionic Management Corp.
- administration $ 41,500 $ 16,500 $ 74,500 $ 49,500
- consulting $ 6,200 $ - $ 25,400 $ 4,000
Namron Advisors $ 14,167 $ - $ 14,167 $ -
7. CRITICAL ACCOUNTING ESTIMATES
Mineral Property and Land Costs
It is the Company's accounting policy that exploration and development expenditures incurred prior to
the determination of the feasibility of mining operations are charged to operations as incurred. The
Company's mineral property account on the balance sheet reflects actual costs incurred by it on
acquisition costs of its properties. The realization of the Company's investment in these exploration
projects is dependent upon various factors, including the discovery of economically recoverable
reserves of minerals, the ability to obtain necessary financings to develop the project's potential,
upon future profitable operations, or alternatively upon the disposal of interests on an advantageous
basis. The Company reviews the carrying values of its projects on a quarterly basis and if required,
makes an adjustment to reflect the project's realizable value. Capitalized costs will be amortized
over the estimated useful life of the properties following the commencement of production. As at
September 30, 2009, amounts capitalized to mineral properties total approximately $17.5 million.
Asset Retirement Obligations
Amounts recorded for asset retirement costs are based on engineering estimates of the work that is
required by environmental laws. Actual results could differ from these estimates.
8. NEW ACCOUNTING POLICIES
Goodwill and intangible assets
Effective January 1, 2009, the Company adopted the new Canadian Institute of Chartered Accountants
("CICA") Handbook Section 3064, Goodwill and Intangible Assets. This section replaces CICA Handbook
Section 3062, Goodwill and Intangible Assets, and 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 various preproduction and start-up costs and requires that
these costs be expensed as incurred, with the concurrent withdrawal of CICA Emerging Issues Committee
Abstract 27, "EIC 27 -- Revenues and Expenditures during the Pre-operating Period". The Company does
not have goodwill or intangible assets and therefore the adoption of this new standard does not have
any impact on the Company's consolidated financial statements.
Future pronouncements
International Financial Reporting Standards ("IFRS")
In February 2008, Canada's Accounting Standards Board ("AcSB") confirmed the date of changeover from
GAAP to International Financial Reporting Standards ("IFRS"). Canadian publicly accountable
enterprises must adopt IFRS for their interim and annual financial statements relating to fiscal years
beginning on or after January 1, 2011.
While IFRS uses a conceptual framework similar to Canadian GAAP, there are significant differences in
recognition, measurement and disclosures. The Company, with the assistance of an external advisor, has
begun a high-level review of major differences between Canadian GAAP and IFRS. While the Company has
begun assessing the adoption of IFRS, the financial reporting impact of the transition to IFRS cannot
be reasonably estimated at this time.
Business Combinations
In January 2009, the CICA issued new recommendations for Section 1582, Business Combinations, to
replace Section 1581, Business Combinations. Section 1582 provides the Canadian equivalent to the IFRS
standard, IFRS 3 (revised), Business Combinations, and specifies a number of changes, including: an
expanded definition of a business, 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. The section applies prospectively to business combinations for
which the acquisition date is on or after January 1, 2011, however, early adoption is permitted. The
Company is currently evaluating the impact of this new standard on its consolidated financial
statements.
Consolidated Financial Statements and Non-controlling Interests
In January 2009, the CICA also issued new recommendations for Section 1601, Consolidated Financial
Statements and Section 1602, Non-Controlling Interests, which together replace Section 1600,
Consolidated Financial Statements, and provide the Canadian equivalent to the corresponding provisions
of IFRS standard, IAS 27 (revised), Consolidated and Separate Financial Statements. Section 1601
establishes standards for the preparation of consolidated financial statements. Section 1602 specifies
that non-controlling interests be treated as a separate component of equity, instead of a liability or
other item outside of equity. These new standards are effective for interim and annual consolidated
financial statements relating to fiscal years beginning on or after January 1, 2011 however, early
adoption is permitted as of the beginning of a fiscal year. The Company is currently evaluating the
impact of these new standards on its consolidated financial statements.
9. OFF BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements.
10. OUTSTANDING SHARE DATA
The Company has only one class of share capital, common shares without par value. The number of shares
authorized is unlimited. The Company has issued warrants for the purchase of common shares and also
has a stock option plan.
The following are outstanding at November 10, 2009:
Common shares 71,157,854
Shares issuable on the exercise of warrants 15,317,156
Shares issuable on the exercise of outstanding stock options 5,252,700
11. RISKS AND UNCERTAINTIES
The Company competes with other mining companies, some of which have greater financial resources and
technical facilities, for the acquisition of mineral concessions, claims and other interests, as well
as for the recruitment and retention of qualified employees.
The Company is in compliance in all material respects with regulations applicable to its exploration
activities. Existing and possible future environmental legislation, regulations and actions could
cause additional expense, capital expenditures, restrictions and delays in the activities of the
Company, the extent of which cannot be predicted. Before production can commence on any properties,
the Company must obtain regulatory and environmental approvals. There is no assurance that such
approvals can be obtained on a timely basis or at all. The cost of compliance with changes in
governmental regulations has the potential to reduce the profitability of operations.
The Company's mineral property is located in Colombia. The Company is subject to certain risks,
including currency fluctuations and possible political or economic instability which may result in the
impairment or loss of mining title or other mineral rights, and mineral exploration and mining
activities may be affected in varying degrees by political stability and governmental regulations
relating to the mining industry. The acquisition of mining title in Colombia is a very detailed and
time-consuming process. In addition, title to mining rights may be disputed.
The Company has incurred losses since its inception and will not achieve profitability until such time
as the Angostura Project can be developed into a profitable operation.
For additional information on risk factors, please refer to the Risk Factor section of the Company's
Annual Information Form for the year ended December 31, 2008, which can be found on SEDAR.
12. DISCLOSURE CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of December 15, 2008, National Instrument 52-109, Certification of Disclosure in Issuers' Annual
and Interim Filings ("NI 52-109"), accompanied by Companion Policy 52-109CP (the
"Companion Policy") came into effect. NI 52-109 applies in respect of annual filings and interim
filings for financial periods ending on or after December 15, 2008. According to securities
regulators, the new certification rule is intended to increase management's focus on, and
accountability for, the quality, reliability and transparency of financial reporting. Disclosure
controls and procedures are designed to provide reasonable assurance that information required to be
disclosed by the Company under Canadian Securities laws is recorded, processed, summarized and
reported within the time periods specified under those laws and include controls and procedures
designed to ensure such information is accumulated and communicated to management, including the Chief
Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), to allow timely decisions regarding
required disclosure.
Internal Controls over Financial Reporting
Management is responsible for the establishment, maintenance and testing of adequate internal controls
over financial reporting to provide reasonable assurance regarding the reliability of financial
reporting and the presentation of financial statements for external purposes in accordance with
Canadian GAAP.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material misstatement of the
Company's annual or interim financial statements will not be prevented or detected on a timely basis.
The Company's management considers the remediation of the material weaknesses described below to be a
priority. As of the date of this report, management believes that its efforts, when completed, will
mitigate, but not eliminate the material weaknesses in internal control over financial reporting.
The Company's management and the Board of Directors do not expect that its disclosure controls and
procedures or internal controls over financial reporting will prevent all errors or all instances of
fraud. A control system, no matter how well designed and operated, can provide only reasonable (not
absolute) assurance that the control system's objectives will be met. Further, the design, maintenance
and testing of a control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control gaps and instances of fraud have been detected. These inherent
limitations include the reality that judgment in decision-making can be faulty, and that simple errors
or mistakes can occur. Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The design, maintenance
and testing of any system of controls is based in part upon certain assumptions about the likelihood
of future events, and any control system may not succeed in achieving its stated goals under all
potential future conditions.
As at the date of this management's discussion and analysis, significant progress has been made in
remediating the material weaknesses previously identified at December 31, 2008. While the Company has
been successful in its efforts, some significant deficiencies remain that management is working on to
resolve by the end of the fiscal year. For a complete list of material weaknesses previously
identified for internal control over financial reporting, refer to the Management's Discussion and
Analysis for the year ended December 31, 2008.
Changes in Internal Controls over Financial Reporting
With specific reference to internal control over financial reporting, during the three months ended
September 30, 2009, the Company implemented several changes in the financial reporting control
environment that have materially affected, or may materially affect the Company's internal control
over financial reporting.
During the quarter ended September 30, 2009, the Company hired a permanent CFO to replace the interim
CFO appointed upon the former CFO's resignation in June 2009. Additional financial capacity was added
at the corporate level during the third quarter of 2009 with the addition of a corporate controller
and an operations controller. Considerable effort was made during the third quarter on the design and
implementation of controls over financial reporting at both the corporate and operations level.
Code of Business Conduct and Ethics and Whistleblower Policy
Since December 31, 2008, several remedial efforts have taken place, including the translation of the
Code of Business Conduct and Ethics and the Whistleblower Policy into Spanish and the establishment of
a new Spanish-language whistleblower telephone line which is readily accessible to Colombian
employees.
As at the date of this management's discussion and analysis, management has disseminated the Code of
Business Conduct and Ethics to all employees. The Company's Whistleblower Policy, including
information on the whistleblower telephone line, will be circulated to all employees before the end of
the fiscal year. All current and future employees will be required to acknowledge their receipt and
understanding of the Code of Business Conduct and Ethics and the Whistleblower Policy.
Information and Communication
As of the end of the third quarter 2009, the Company had made considerable progress in establishing a
functional head-office and in defining the oversight role this office is to play. Continued progress
has been made in collaborating with Colombian staff on the design and implementation of appropriate
written policies and procedures at the branch level to address financial, operational and other
informational requirements of the corporate office in Vancouver.
These policies and procedures are expected to be finalized and fully implemented before the end of the
fiscal year, mitigating the risks of internal inefficiencies and incomplete, and/or inaccurate
disclosure in the Company's financial statements.
Segregation of Duties
As at the end of the third quarter of 2009, the Company had made considerable progress in establishing
a corporate finance function in Vancouver, allowing for appropriate segregation of duties at this
level. Management is continuing its efforts in reviewing opportunities to improve segregation of
duties at the Colombia branch and hired a finance manager at this operation in July 2009. Where
segregation of duties will not be practical, monitoring controls will be designed and implemented.
Authorization and Approval
There is lack of authorization and approval over financial information and financial statement
preparation at the Colombian branch, as well as over business process-level activities. To remediate
matters, management will issue a comprehensive document on corporate approval authorities before the
end of the fiscal year.
Reconciliation and Monitoring Controls
The Company uses a variety of systems, including Excel spreadsheets, in the preparation of financial
statements. Information is transferred and uploaded between these systems in order to compile the
financial reporting package.
For the third quarter of 2009, corporate-level procedures had been implemented that establish a
defined process allowing for a cascading level of review of information transferred between systems
and used in the compilation of the financial statements. In addition, management has involved the
Colombian branch auditors in the process, whereby they have conducted a review engagement on the
financial statements of the Colombian branch for the quarters ended March 31, June 30 and September
30, 2009.
Taxes
The Colombian branch has sufficient tax expertise to reasonably complete and review tax filings given
the complexity of the Company's current operations. As the Company progresses through its development
strategy and ultimately reaches production, the level of expertise required to fulfill this
requirement will be revaluated.
Accounts Payable
The Colombian branch has a documented procurement process which is currently being implemented to
mitigate the risk that assets/expenses and corresponding liabilities may be understated. Until
implementation is complete, the accounts that are potentially affected by these deficiencies are
accounts payable, accrued liabilities, payroll, exploration expenses, equipment costs, general and
administrative costs and other expenses.
13. FORWARD LOOKING STATEMENTS
Certain statements included or incorporated by reference in this MD&A, including information as to the
future financial or operating performance of the Company, and its projects, constitute forward-looking
statements. The words "believe", "expect", "anticipate", "contemplate", "target", "plan", "intends",
"continue", "budget", "estimate", "may", "will", "schedule" and similar expressions identify forward-
looking statements. Forward-looking statements include, among other things, statements regarding
targets and results, expectations regarding gold/silver recovery rates, estimated mineral resources
and anticipated grades. Forward-looking statements are based upon a number of estimates and
assumptions made by the Company in light of its experience and perception of historical trends,
current conditions and expected future developments, as well as other factors that Greystar believes
are appropriate in the circumstances. While these estimates and assumptions are considered reasonable
by the Company, they are inherently subject to significant business, economic, competitive, political
and social uncertainties and contingencies. Many factors could cause the Company's actual results to
differ materially from those expressed or implied in any forward-looking statements made by, or on
behalf of, the Company. Such factors include, among other things, risks relating to additional funding
requirements, discrepancies between actual and estimated resources, exploration, development and
operating risks, limited experience with development-stage mining operations, dependence on one
principal exploration stage property, political and foreign risk, uninsurable risks, competition,
production risks, regulatory restrictions, including environmental regulation and liability, currency
fluctuations, potential title disputes and dependence on key employees. These factors and others that
could affect Greystar's forward-looking statements are discussed in greater detail in the section
headed "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2008
which can be found on SEDAR. Investors are cautioned that forward-looking statements are not
guarantees of future performance and, accordingly, investors are cautioned not to put undue reliance
on forward-looking statements due to the inherent uncertainty therein. Forward-looking statements are
made as of the date of this MD&A, or in the case of documents incorporated by reference herein, as of
the date of such document, and the Company disclaims any intent or obligation to update publicly such
forward-looking statements, whether as a result of new information, future events or results or
otherwise.
Greystar Resources Ltd.
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