Queenstake focused on financing Magistral in Q3 Queenstake Resources Ltd QRL Shares issued 30,032,864 Dec 6 close $0.085 Thu 7 Dec 2000 Company Review Mr. Christopher Davie reviews the company In the second quarter Queenstake was negotiating with banks regarding financing of the company's 100-per-cent-owned Magistral project in Mexico. While it is clear that financing of 70 per cent to 85 per cent of the capital cost of the project could be obtained, terms dictated by banks at current gold prices are not conducive to project development. Negotiations with banks for conventional financing have, therefore, been put on hold while management looks at alternative means of financing the project. Several scenarios have been identified and the company looks forward to a project development decision in the first quarter of 2001. Meanwhile, permitting activities have been continuing and it is anticipated that the necessary permits will be in hand when a construction decision is made. On Nov. 23, 2000, Queenstake closed into escrow an 18.5 cent special warrant financing with the Canadian Imperial Bank of Commerce. The release from escrow of the $1-million proceeds is subject only to receipt of regulatory and corporate approvals, including approval of the Toronto Stock Exchange and the company's shareholders for the financing and the acquisition. At a special meeting to be held on Dec. 15, 2000, the company's shareholders will be asked to approve the issuance of up to 7.6 million shares of the company to the vendors of Incanore Gold Mines Ltd. to acquire all of the issued and outstanding shares of Incanore and to approve the concurrent subscription by the CIBC of 5,405,405 special warrants of the company at a price of 18.5 cents per special warrant. Each special warrant is exercisable without payment of additional consideration for one unit comprising one share and one share purchase warrant. Each non-transferable warrant can be exercised to purchase one additional common share of Queenstake for an exercise price of 18.5 cents at any time up to 18 months after the closing date. As previously reported, Incanore is an exploration company active in Burkina Faso, West Africa. Incanore's assets include an 18.5-per-cent interest in the Taparko gold property, its partners being High River Gold Mines Ltd., which holds a 61.5-per-cent interest and is operator, and the Burkina Faso government, which holds a 20-per-cent interest. Incanore also controls a number of gold, base metal and diamond exploration properties in Burkina Faso, some the subject of other joint ventures. High River is attempting to prevent the sale of Incanore to the company by legal proceedings. The company will continue to work toward completing the acquisition, provided it is completed by Jan. 31, 2001, subject to shareholder approval being obtained at the special meeting. Approval is also being sought at the special meeting for the issuance of 1,990,025 units of the company to an investor for proceeds of $286,577 pursuant to a 3,550,205-unit private placement of the company of which 1.56 million units of the company have been issued at an initial closing on Sept. 14, 2000, and for convertibility of a $968,783 unsecured note of the company, issued in connection with a $968,783 loan to the company by this same investor, at the holder's option, into units of the company at a price of 18 cents per conversion unit. If the shareholders approve the above described matters at the special meeting and the company issues all of the underlying shares there would be 46,588,294 shares issued and outstanding, of which CIBC would own 18.5 per cent and the investor would own 8.0 per cent of the issued shares of the company. Assuming the exercise of all CIBC warrants, investor warrants and investor conversion units, CIBC would own 21.6 per cent and the investor would own 27.9 per cent of the issued shares of the company. The company would realize proceeds of up to $2,848,956 upon exercise of the CIBC warrants and investor warrants and relief from repayment in cash of up to $968,783 principal amount of the convertible note. The company continues to focus on putting Magistral into production and believes that is an attainable goal even at current gold prices. Management continues to evaluate other growth opportunities and is currently investigating several which may provide cash flow. It has been and continues to be a challenging time for the resource industry. Nonetheless, Queenstake's asset base continues to provide a strong basis for shareholder growth.
CONSOLIDATED STATEMENT OF LOSS Nine months ended Sept. 30
2000 1999 Revenue
Interest income $ 19,983 $ 247,401
Other income 22,105 10,843 ------------ ------------ 42,088 258,244 ------------ ------------ Costs and expenses
General and administrative 691,446 839,667
General exploration 55,105 648,518
Corporate development 86,454 83,365
Interest expense 48,533 -
Depreciation 29,806 58,190 ------------ ------------ 911,344 1,629,740 ------------ ------------ (Loss) before the undernoted (869,256) (1,371,496) ------------ ------------ Other income (expense)
Writedown of mineral properties and equipment (505,423) (3,101,218)
(Loss) on sales of equipment (4,725) -
(Loss) on foreign exchange (53,645) (87,318) ------------ ------------ (Loss) before non- controlling interest (1,433,049) (4,560,032)
Non- controlling interest 14,477 4,369 ------------ ------------ Net (loss) (1,418,572) (4,555,663)
Deficit -- beginning of period $(34,458,977) $(28,701,425) ------------ ------------ (Loss) for the period (1,418,572) (4,555,663) ------------ ------------ Accretion of equity element of convertible secured note (10,418) - ------------ ------------ Deficit -- end of period $(35,887,967) $(33,257,088) ============ ============
Net (loss) per share $(0.05) $(0.15)
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