UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2011
Commission File Number: 000-25489
PURE NICKEL INC.
(formerly "Nevada Star Resource
Corp.")
(Translation of registrant's name into English)
95 Wellington Street West
Suite 900
Toronto, Ontario M5J 2N7
CANADA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ X ] Form 20-F [ ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [ x ]
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________
SUBMITTED HEREWITH
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PURE NICKEL INC. | ||
| (Registrant) | ||
| Date: October 13, 2011 | By: | /s/ David McPherson |
|
|
||
| David McPherson | ||
| Title: | President and Chief Executive Officer | |
Exhibit 99.1
| PURE NICKEL INC. |
| CONSOLIDATED FINANCIAL STATEMENTS |
| August 31, 2011 |
| (Unaudited) |
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements of the Company have been prepared by, and are the responsibility of, the Companys management. The Companys independent auditor has not performed a review of the these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an auditor.
1
| PURE NICKEL INC. |
| (An Exploration Stage Company) |
| CONSOLIDATED BALANCE SHEETS |
| (Unaudited) |
| August 31, | November 30, | |||||
| 2011 | 2010 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
|
Cash and cash equivalents |
$ | 1,098,952 | $ | 1,713,784 | ||
|
Restricted cash and cash equivalents (Note 4) |
84,279 | 85,931 | ||||
|
Short-term investments (Note 5) |
1,010,714 | 2,305,189 | ||||
|
Amounts receivable |
68,099 | 43,373 | ||||
|
Prepaid expenses and deposits |
54,854 | 47,711 | ||||
|
Due from related party (Note 12) |
132,038 | 85,776 | ||||
| 2,448,936 | 4,281,764 | |||||
| Fixed assets (Note 6) | 12,274 | 12,409 | ||||
| Mineral properties (Note 7) | 39,218,526 | 38,555,291 | ||||
| Investments (Note 13(a)) | 13,125 | 49,750 | ||||
| $ | 41,692,861 | $ | 42,899,214 | |||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||
| Current liabilities: | ||||||
|
Accounts payable |
$ | 74,437 | $ | 309,545 | ||
|
Accrued liabilities |
53,907 | 128,912 | ||||
| 128,344 | 438,457 | |||||
| Shareholders equity: | ||||||
|
Share capital (Note 8) |
44,441,620 | 44,441,620 | ||||
|
Contributed surplus (Note 8) |
12,227,334 | 12,035,229 | ||||
|
Deficit |
(15,104,437 | ) | (14,016,092 | ) | ||
| 41,564,517 | 42,460,757 | |||||
| $ | 41,692,861 | $ | 42,899,214 |
The accompanying notes are an integral part of these consolidated financial statements.
Approved on behalf of the board of directors:
| David R McPherson | Harry Blum |
| David R. McPherson, Director | Harry Blum, Director |
2
| PURE NICKEL INC. |
| (An Exploration Stage Company) |
| CONSOLIDATED STATEMENTS OF OPERATIONS, |
| COMPREHENSIVE LOSS AND DEFICIT |
| (Unaudited) |
| Three months ended | Nine months ended | |||||||||||
| August 31 | August 31 | |||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||
|
Revenues |
$ | | $ | | $ | | $ | | ||||
|
Expenses: |
||||||||||||
|
Administration and general |
188,352 | 81,263 | 1,074,223 | 1,327,683 | ||||||||
|
Loss before other income (expenses) |
(188,352 | ) | (81,263 | ) | (1,074,223 | ) | (1,327,683 | ) | ||||
|
Other income (expenses): |
||||||||||||
|
Interest income |
6,822 | 8,789 | 24,300 | 25,500 | ||||||||
|
Derecognition of liability (impairment of mineral properties) (Note 7(e)(iii)) |
| | 31,030 | (15,454 | ) | |||||||
|
Change in fair value of investments |
(23,500 | ) | 23,625 | (36,625 | ) | (107,750 | ) | |||||
|
Foreign exchange gain (loss) |
928 | (68,668 | ) | (32,827 | ) | (39,505 | ) | |||||
| (15,750 | ) | (36,254 | ) | (14,122 | ) | (137,209 | ) | |||||
|
Net loss for the period |
(204,102 | ) | (117,517 | ) | (1,088,345 | ) | (1,464,892 | ) | ||||
|
Deficit, beginning of period |
(14,900,335 | ) | (13,054,701 | ) | (14,016,092 | ) | (11,707,326 | ) | ||||
|
Deficit, end of period |
$ | (15,104,437 | ) | $ | (13,172,218 | ) | $ | (15,104,437 | ) | $ | (13,172,218 | ) |
|
Loss per share basic and diluted |
$ | (0.003 | ) | $ | (0.002 | ) | $ | (0.02 | ) | $ | (0.02 | ) |
|
Weighted average number of shares |
67,832,226 | 67,832,226 | 67,832,226 | 67,802,596 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
| PURE NICKEL INC. |
| (An Exploration Stage Company) |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| Three months ended | Nine months ended | |||||||||||
| August 31 | August 31 | |||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||
|
Operating activities: |
||||||||||||
|
Net loss for the period |
$ | (204,102 | ) | $ | (117,517 | ) | $ | (1,088,345 | ) | $ | (1,464,892 | ) |
|
Items not affecting cash: |
||||||||||||
|
Depreciation |
973 | 906 | 2,748 | 3,649 | ||||||||
|
Impairment of mineral properties (derecognition of liability) |
| | (31,030 | ) | 15,454 | |||||||
|
Change in fair value of investments |
23,500 | (23,625 | ) | 36,625 | 107,750 | |||||||
|
Stock-based compensation |
15,137 | 67,936 | 192,105 | 299,628 | ||||||||
| (164,492 | ) | (72,300 | ) | (887,897 | ) | (1,038,411 | ) | |||||
|
Changes in non-cash working capital items: |
||||||||||||
|
Amounts receivable |
(5,617 | ) | 2,847 | (24,726 | ) | 85,852 | ||||||
|
Prepaid expenses and deposits |
23,435 | (7,414 | ) | (7,143 | ) | (17,589 | ) | |||||
|
Due from related party |
22,396 | (280,097 | ) | (46,262 | ) | (280,097 | ) | |||||
|
Accounts payable |
(82,110 | ) | 62,949 | (235,108 | ) | 74,095 | ||||||
|
Accrued liabilities |
(10,369 | ) | 98,804 | (75,005 | ) | 46,435 | ||||||
|
Total cash flows used in operating activities |
(216,757 | ) | (195,211 | ) | (1,276,141 | ) | (1,129,715 | ) | ||||
|
Investing activities: |
||||||||||||
|
Capitalized mineral property expenditures, net |
(62,716 | ) | (191,952 | ) | (632,205 | ) | (368,142 | ) | ||||
|
Redemption (purchase) of short-term investments |
755,276 | (754,879 | ) | 1,294,475 | 1,243,210 | |||||||
|
Changes in restricted cash and cash equivalents |
(378 | ) | (805 | ) | 1,652 | (382 | ) | |||||
|
Acquisition of fixed assets |
(2,613 | ) | | (2,613 | ) | (1,404 | ) | |||||
|
Total cash flows (used in) provided by investing activities |
689,569 | (947,636 | ) | 661,309 | 873,282 | |||||||
|
Financing activities: |
||||||||||||
|
Proceeds received from exercise of option |
| | | 507,800 | ||||||||
|
Total cash flows provided by financing activities |
| | | 507,800 | ||||||||
|
Increase (decrease) in cash and cash equivalents during the period |
472,812 | (1,142,847 | ) | (614,832 | ) | 251,367 | ||||||
|
Cash and cash equivalents, beginning of period |
626,140 | 3,292,411 | 1,713,784 | 1,898,197 | ||||||||
|
Cash and cash equivalents, end of period |
$ | 1,098,952 | $ | 2,149,564 | $ | 1,098,952 | $ | 2,149,564 | ||||
|
Cash and cash equivalents consists of: |
||||||||||||
|
Cash |
$ | 1,098,952 | $ | 2,149,564 | $ | 1,098,952 | $ | 2,149,564 | ||||
|
Term deposits |
| | | | ||||||||
| $ | 1,098,952 | $ | 2,149,564 | $ | 1,098,952 | $ | 2,149,564 | |||||
|
Supplementary cash flow information |
||||||||||||
|
Non-cash investing activities: |
||||||||||||
|
Warrants received for options on mineral property |
$ | − | $ | − | $ | − | $ | 193,000 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
4
| PURE NICKEL INC. |
| (An Exploration Stage Company) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| (Unaudited) |
| 1. |
NATURE OF OPERATIONS |
|
Pure Nickel Inc. (the Company) was incorporated under the laws of British Columbia, Canada, and subsequently continued under the Canada Business Corporations Act . The Company is in the business of acquiring, exploring and developing mineral properties in Canada and the United States, primarily those containing nickel, platinum group elements (PGEs), copper, gold, silver and associated base and precious metals. The Company has not yet determined whether its mineral properties contain economically recoverable reserves. The recoverability of the amounts shown for mineral properties is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to enter into joint ventures or obtain financing to successfully complete their development, and upon future profitable production. |
|
| 2. |
SIGNIFICANT ACCOUNTING POLICIES |
| (a) |
Basis of presentation |
|
|
These interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, in accordance with disclosure requirements for the presentation of interim financial information, consequently do not contain all of the disclosures included in the annual financial statements, and accordingly should be read in conjunction with the most recent annual financial statements. These interim financial statements follow the same accounting policies and methods of application as in those annual financial statements, and are expressed in Canadian dollars. All significant intercompany balances and transactions have been eliminated upon consolidation. The Company proportionately consolidates its 70% undivided interest in the MAN Alaska property. |
||
| (b) |
Use of estimates |
|
|
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in Canada requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Significant areas requiring the use of estimates relate to the estimated useful lives of fixed assets, the recoverability or valuation of receivables and mineral properties, the utilization of future income tax assets and the valuation of asset retirement obligations and stock-based compensation. Actual results could differ from these estimates. |
||
| (c) |
Cash and cash equivalents |
|
|
Cash and cash equivalents include cash on account, demand deposits and money market investments with maturities from the date of acquisition of three months or less that are readily convertible to known amounts of cash and are subject to insignificant changes in value. Funds that are not available for use by the Company are noted as restricted. |
||
| (d) |
Short-term investments |
|
|
Short-term investments consist of highly liquid short-term interest-bearing securities with a term to maturity of greater than three months on the date of purchase, and less than one year from the fiscal year-end. Short-term investments are recorded at the lower of cost or fair value. |
5
| 2. |
SIGNIFICANT ACCOUNTING POLICIES (continued) |
| (e) |
Fixed assets |
|
|
Fixed assets are recorded at cost less accumulated depreciation. Depreciation is provided for based on the estimated useful lives of the assets using the declining balance basis at the following annual rates: |
| Office equipment | 20% | |
| Computer hardware | 30% | |
| Computer software | 100% |
| (f) |
Mineral properties |
|
|
Mineral property acquisition and exploration costs are recorded at cost. All direct and indirect costs related to the acquisition of the interests are capitalized until the properties to which they relate are placed into production, sold, or management determines that there is an impairment in value. The recorded cost of mineral properties consists of cash paid, the value of shares or warrants issued, and exploration and development costs incurred. These costs will be amortized on the basis of units of production produced in relation to the proven reserves available on the related property following commencement of production. When mineral properties (including property earn-ins and options) are sold before a property reaches the production stage, the proceeds are credited against the cost of the property, and any excess recognized as income. |
||
| (g) |
Investments |
|
|
Investments consist of warrants received as part of option agreements negotiated with venture partners. A fair value is ascribed to the warrants at the transaction date using the Black-Scholes option-pricing model, and that amount is offset against capitalized mineral property expenditures. At each subsequent balance sheet date, the fair value is recalculated and any gain or loss is reported in the consolidated statements of operations, comprehensive loss and deficit. |
||
| (h) |
Impairment of long-lived assets |
|
|
The recoverability of long-lived assets, which include fixed assets, investments, and mineral properties, is assessed when an event occurs that indicates impairment. Recoverability is based upon factors such as future asset utilization and the future undiscounted cash flows expected to result from the use or sale of the related assets. An impairment loss is recognized in the period when it is determined that the carrying amount of the asset will not be recoverable and exceeds its fair value. At that time the carrying amount is written down to fair value. |
||
| (i) |
Foreign currency translation |
|
|
The consolidated financial statements are stated in Canadian dollars, which is the Companys functional currency. Transactions and account balances in foreign currencies and the accounts of integrated foreign subsidiaries have been translated into Canadian dollars using the temporal method. Under the temporal method, monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet dates. Non-monetary assets and liabilities are translated at historic exchange rates. Revenue and expenses are translated at the exchange rates in effect on the transaction dates, except for depreciation, which is translated on the same basis as the related asset. The resulting exchange gains and losses are recognized in income. |
6
| 2. |
SIGNIFICANT ACCOUNTING POLICIES (continued) |
| (j) |
Loss per share |
|
|
Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Outstanding stock options and warrants have not been considered in the computation of diluted loss per share as the result would be anti-dilutive. |
||
| (k) |
Stock-based compensation |
|
|
The Company has plans for granting stock options to management, directors, employees and consultants. The Company recognizes compensation expense based upon the fair value of each option grant as estimated on the date of the grant, and amortized over the vesting period, with the resulting amount credited to contributed surplus. The fair value of each grant is determined using the Black-Scholes option-pricing model. Consideration paid upon the exercise of stock options is recorded as share capital. |
||
| (l) |
Asset retirement obligations |
|
|
The Company recognizes liabilities for statutory, contractual or legal obligations associated with the reclamation of mineral properties. Initially, a liability for an asset retirement obligation is recognized at its fair value in the period in which it is incurred and the corresponding asset retirement cost is added to the carrying amount of the related asset. The cost is amortized over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability is adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation. As at August 31, 2011 and November 30, 2010, the Company had not incurred any asset retirement obligations related to the exploration of its mineral properties. |
||
| (m) |
Income taxes |
|
|
Future income taxes are recorded using the asset and liability method whereby future income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess. |
7
| 2. |
SIGNIFICANT ACCOUNTING POLICIES (continued) |
| (n) |
Financial instruments |
|
|
Cash and cash equivalents, short-term investments and investments are designated as held-for- trading and are measured at fair value. Amounts receivable are designated as loans and receivables and are measured at amortized cost. Accounts payable and accrued liabilities are designated as other financial liabilities and are measured at amortized cost. Changes in fair value of held-for-trading financial instruments are reflected in the consolidated statements of operations, comprehensive loss and deficit and included in deficit on the consolidated balance sheets. |
| 3. |
ADOPTION OF NEW ACCOUNTING STANDARDS |
| (a) |
Business Combinations |
|
|
In January 2009, the CICA issued Handbook Sections 1582 Business Combinations , 1601 |
||
|
Consolidated Financial Statements and 1602 Non-Controlling Interests which replace CICA Handbook Sections 1581 Business Combinations and 1600 Consolidated Financial Statements . Section 1582 establishes standards for the accounting for business combinations that are equivalent to the business combination accounting standards under International Financial Reporting Standards (IFRS). Section 1601 together with Section 1602 establishes standards for the preparation of consolidated financial statements. The Company adopted these sections effective December 1, 2010, which had no effect on its consolidated financial statements. |
||
| (b) |
International Financial Reporting Standards |
|
|
For fiscal years beginning on or after January 1, 2011, IFRS will replace Canadian GAAP for publicly accountable enterprises. As a result, the Company will report under IFRS for interim and annual periods beginning December 1, 2011 with comparative information for the fiscal year ended November 30, 2011 restated under IFRS. Adoption of IFRS as Canadian GAAP will require the Company to make certain accounting policy choices and could materially affect its reported financial position and results of operations. |
| 4. |
RESTRICTED CASH AND CASH EQUIVALENTS |
|
Restricted cash and cash equivalents include funds invested in guaranteed investment certificates with maturities of less than three months as security for corporate credit cards. The funds securing the corporate credit cards are restricted and cannot be withdrawn while the credit cards are outstanding. |
|
| 5. |
SHORT-TERM INVESTMENTS |
|
Short-term investments represent funds invested in guaranteed investment certificates placed with a Schedule I Canadian bank. |
8
| 6. |
FIXED ASSETS |
| Accumulated | Net book | |||||||||
| August 31, 2011 | Cost | depreciation | value | |||||||
| Office equipment | $ | 3,866 | $ | 2,001 | $ | 1,865 | ||||
| Computer hardware | 20,932 | 10,645 | 10,287 | |||||||
| Computer software | 14,776 | 14,654 | 122 | |||||||
| $ | 39,574 | $ | 27,300 | $ | 12,274 | |||||
| Accumulated | Net book | |||||||||
| November 30, 2010 | Cost | depreciation | value | |||||||
| Office equipment | $ | 3,866 | $ | 1,691 | $ | 2,175 | ||||
| Computer hardware | 18,319 | 8,375 | 9,944 | |||||||
| Computer software | 14,776 | 14,486 | 290 | |||||||
| $ | 36,961 | $ | 24,552 | $ | 12,409 |
| 7. |
MINERAL PROPERTIES |
| Expenditures | Value | |||||||||||||||
| Balance, | capitalized, | ascribed to | Balance, | |||||||||||||
| Nine months ended | beginning | net of disposals | Impairment | warrants | end | |||||||||||
| August 31, 2011 | of period | and recoveries | received | of period | ||||||||||||
|
Milford Utah (a) |
$ | 4,558,253 | $ | 288,654 | $ | | $ | | $ | 4,846,907 | ||||||
|
MAN Project (b) |
8,369,949 | (145,934 | ) | | | 8,224,015 | ||||||||||
|
Salt Chuck (c) |
246,358 | 29,804 | | | 276,162 | |||||||||||
|
Fond du Lac (d) |
4,337,955 | 14,919 | | | 4,352,874 | |||||||||||
|
William Lake (e(i)) |
20,535,053 | 188,219 | | | 20,723,272 | |||||||||||
|
Tower (e(ii)) |
37,220 | (29,800 | ) | | | 7,420 | ||||||||||
|
Forgues and HPM (e(iii)) |
(94,917 | ) | 5,011 | 31,030 | | (58,876 | ) | |||||||||
|
Manibridge (e(iv)) |
431,667 | 6,726 | | | 438,393 | |||||||||||
|
Raglan (e(v)) |
(3,930 | ) | 259,174 | | | 255,244 | ||||||||||
|
Rainbow (e(vi)) |
137,683 | 15,432 | | | 153,115 | |||||||||||
| $ | 38,555,291 | $ | 632,205 | $ | 31,030 | $ | | $ | 39,218,526 |
9
| 7. |
MINERAL PROPERTIES (continued) |
(a) Milford, Utah property, United States
The Milford Utah property has been operated by Copper King Mining Corporation, and its affiliate Western Utah Copper Company (WUCC), which are currently operating under Chapter 11 bankruptcy protection. Under the terms of a 2002 agreement, if WUCC failed to put the Companys claims into production within a specified period of time, which was extended by agreement of the parties to November 1, 2008, the Company had an option to reacquire the claims. In June 2009, after repeated attempts to confirm the precise production status of this project, the Company launched an action for declaratory relief in the Federal Court in Utah to decide certain issues. In January 2010, the Company advised WUCC that it was exercising its option to reacquire the claims.
Under the 2002 agreement the Company had been entitled to certain royalties that were capped at US$10 million ($9.8 million) in the event that WUCC achieved production. A group of private investors that includes a current director of Pure Nickel Inc. has asserted that it holds a 12% interest in those royalties. Another party has alleged that it holds a 2% net smelter return royalty on certain claims.
After the Company filed the action for declaratory judgement, WUCC launched claims against it which management believes to be wholly without merit. Please refer to Note 17 Contingencies.
In July, the Company reached a letter of intent with a group led by Skye Mineral Partners, LLC regarding our position in the property. Skye and its partners are the largest secured creditors of WUCC, thus making it the leading candidate to provide resolution to the bankruptcy. This letter of intent paves the way for Skye and its partners to ultimately acquire the project once WUCC emerges from bankruptcy. Terms under the letter of intent include: subject to the exit of Western Utah Copper Company (WUCC) from bankruptcy, a series of payments aggregating $3.5 million over a twelvemonth period, and the granting by Skye to the Company of a 1% Net Smelter Return (NSR) in all properties acquired by Skye and its partners from WUCC and Nevada Star. The NSR is subject to a royalty cap of US$8 million. Note that the terms of the final agreement may differ from those contemplated in the letter of intent.
(b) MAN property, Alaska, United States
In March, 2010 Itochu Corporation exercised its option to earn-in on the MAN property by paying US$500,000 ($507,800 at that time). In consideration for accelerating the exploration program in 2010 by 90% from the previously agreed amount, and for accelerating other payments going forward, Itochus participating interest granted under the option was increased to 30% from the 20% originally agreed. Itochu funded an exploration budget of US$7.5 million ($7.7 million) in 2010, and it has the right to earn up to a 75% interest in the MAN property by investing an aggregate of US$40 million (approximately $39 million) and meeting certain other conditions, by 2013.
Since April 1, 2010, pursuant to the agreement with Itochu, this property has been owned by MAN Alaska LLC, a joint venture in which the Company has a 70% membership interest.
10
(c) Salt Chuck, Alaska, United States
The Salt Chuck property consists of mining claims covering approximately 1,082 hectares near the historic Salt Chuck mine on Prince of Wales Island, Alaska.
(d) Fond du Lac Project (formerly known as Axis Lake Project), Saskatchewan, Canada
Fond du Lac is located in northern Saskatchewan and comprises six contiguous claims covering 19,713 hectares on the northern edge of the Athabaska Basin.
| (e) |
Former Xstrata properties |
|
|
In 2007, the Company purchased the property rights for the properties listed below from Xstrata Nickel, a division of Falconbridge Limited, subject to a 2% net smelter return royalty. In addition, Xstrata has a one-time right to repurchase a 50% working interest in any one of the properties if certain conditions are met. Xstrata also has the right to purchase 100% of the ore produced at market prices. |
||
| (i) William Lake, Manitoba, Canada | ||
|
The William Lake property is located in central Manitoba. There is no joint venture partner on this property at present. |
||
| (ii) Tower property, Manitoba, Canada | ||
|
The Tower property is located immediately north of the William Lake property. During 2008, the Company entered into an option agreement with Rockcliff Resources Inc. under which Rockcliff may earn up to a 70% interest in the Tower property located within the William Lake property area. As at date of writing, Rockcliff has not vested any interest in these claims but work is continuing under the agreement. |
||
| (iii) Forgues and HPM, Quebec, Canada | ||
|
In 2007, the Company granted Manicouagan Minerals Inc. an option to earn up to a 70% interest in 39 mining claims comprising the Forgues and HPM (Haut Plateau de la Manicouagan East) property in Quebec. In November 2009 Manicouagan had made the required option payments and exploration expenditures to earn a 50% interest in the property. This is a related party transaction as a director of the Company is the founder and a significant shareholder of Manicouagan (Note 12). Management decided during the second quarter of 2011 that due to the low potential for discovery, the 25 claims that comprise the Forgues portion of the property would not be renewed. Consequently those claims have been written off. |
11
| 7. |
MINERAL PROPERTIES (continued) |
| (e) |
Former Xstrata properties (continued) |
|
| (iv) Manibridge, Manitoba, Canada | ||
|
The Manibridge property is located in Manitoba, 128 km southwest of Thompson. The Company has a 50-50 joint venture agreement with Crowflight Minerals Inc. to explore for deposits. Each party must contribute properties as well as $3 million each, over a four year period to fund preliminary exploration activities. The Company also has an option to earn a 50% interest from Crowflight in an area surrounding the joint venture area subject to meeting certain expenditure requirements. |
||
| (v) Raglan, Quebec, Canada | ||
|
Raglan property located in northern Quebec and comprises two properties: SR1 and Nuvilik. During the fourth quarter of 2010 the Company made the decision to not renew the mining claims on the SR1 portion of the Raglan property. |
||
| (vi) Rainbow, Nunavut, Canada | ||
|
The Rainbow property is located in a remote region of Nunavut and consists of mining claims covering approximately 20,000 hectares. |
12
| 8. |
SHAREHOLDERS EQUITY |
| (a) |
Share capital |
|
|
Share capital consists of unlimited authorized common shares without par value. There are 67,832,226 common shares issued and outstanding at August 31, 2011 (November 30, 2010 67,832,226). |
| Total | ||||||||||||||||
| Common shares | Contributed | shareholders | ||||||||||||||
| Shares | Amount | surplus | Deficit | equity | ||||||||||||
|
As at November 30, 2010 |
67,832,226 | $ | 44,441,620 | $ | 12,035,229 | $ | (14,016,092 | ) | $ | 42,460,757 | ||||||
|
Stock-based compensation |
| 19,508 | | 19,508 | ||||||||||||
|
Net loss |
| | (360,394 | ) | (360,394 | ) | ||||||||||
|
As at February 28, 2011 |
67,832,226 | $ | 44,441,620 | $ | 12,054,737 | $ | (14,376,486 | ) | $ | 42,119,871 | ||||||
|
Stock-based compensation |
| 157,460 | | 157,460 | ||||||||||||
|
Net loss |
| | (523,849 | ) | (523,849 | ) | ||||||||||
|
As at May 31, 2011 |
67,832,226 | $ | 44,441,620 | $ | 12,212,197 | $ | (14,900,335 | ) | $ | 41,753,482 | ||||||
|
Stock-based compensation |
| 15,137 | | 15,137 | ||||||||||||
|
Net loss |
| | (204,102 | ) | (204,102 | ) | ||||||||||
|
As at August 31, 2011 |
67,832,226 | $ | 44,441,620 | $ | 12,227,334 | $ | (15,104,437 | ) | $ | 41,564,517 | ||||||
| (b) |
Stock options |
|
|
Under the Companys stock option plan options on common shares may be issued for up to a cumulative amount that may not exceed 10% of shares outstanding. The exercise price for each option granted under the Plan is based upon the five-day weighted average market price at the date of the grant, and the term may not exceed ten years from the date of the grant of the option. The specific terms including vesting period and term of the option are set by the board of directors. |
13
| 8. |
SHARE CAPITAL (continued) |
Stock option activity since November 30, 2010 is presented below:
| Weighted | |||||||
| average | |||||||
| Number of | exercise | ||||||
| shares | price $ | ||||||
|
Outstanding, November 30, 2010 |
5,090,000 | 0.19 | |||||
|
Expired |
(100,000 | ) | 0.31 | ||||
|
Outstanding, February 28, 2011 |
4,990,000 | 0.19 | |||||
|
Granted |
1,880,000 | 0.165 | |||||
|
Expired |
(950,000 | ) | 0.26 | ||||
|
Outstanding, May 31, 2011 |
5,920,000 | 0.17 | |||||
|
Granted |
100,000 | 0.14 | |||||
|
Expired |
(25,000 | ) | 0.26 | ||||
|
Outstanding, August 31, 2011 |
5,995,000 | 0.17 |
The following stock options are outstanding and exercisable at August 31, 2011:
| Options outstanding | Options exercisable | |||||||||||||||
| Weighted | ||||||||||||||||
| average | Weighted | Weighted | ||||||||||||||
| Exercise | remaining | average | average | |||||||||||||
| price | Number of | contractual life | exercise | Number of | exercise | |||||||||||
| $ | shares | in years | price $ | shares | price $ | |||||||||||
| 0.06 | 785,000 | 0.3 | 0.06 | 785,000 | 0.06 | |||||||||||
| 0.065 | 400,000 | 0.6 | 0.065 | 400,000 | 0.065 | |||||||||||
| 0.14 | 100,000 | 2.9 | 0.14 | 50,000 | 0.14 | |||||||||||
| 0.165 | 1,880,000 | 2.7 | 0.165 | 1,305,000 | 0.165 | |||||||||||
| 0.20 | 2,230,000 | 1.7 | 0.20 | 1,855,000 | 0.20 | |||||||||||
| 0.265 | 200,000 | 0.8 | 0.265 | 200,000 | 0.265 | |||||||||||
| 0.30 | 400,000 | 1.9 | 0.30 | 400,000 | 0.30 | |||||||||||
| 5,995,000 | 1.7 | 0.17 | 4,995,000 | 0.17 | ||||||||||||
Stock options outstanding at August 31, 2011 expire from December 17, 2011 to July 8, 2014.
14
| 9. |
STOCK-BASED COMPENSATION |
|
During the nine months ended August 31, 2011, the Company granted 1,980,000 stock options to directors, officers, employees and consultants of the Company (August 31, 2010 2,630,000). The weighted average exercise price of the options granted during the nine months ended August 31, 2011 was $0.16 (August 31, 2010 $0.22). The fair value of each option was calculated using the Black- Scholes option-pricing model at the date of each grant using the following assumptions: |
| Nine months | Nine months | ||||||
| ended August | ended August | ||||||
| 31, 2011 | 31, 2010 | ||||||
|
Expected option lives |
3.0 years | 3.0 years | |||||
|
Risk-free interest rate |
1.5%-1.7% | 1.45%-1.63% | |||||
|
Expected dividend yield |
0% | 0% | |||||
|
Expected stock price volatility |
115%-117% | 124-126% |
|
During the nine months ended August 31, 2011, the Company recognized $192,105 of stock based compensation expense (2010 - $299,628), which has been recorded in the consolidated statements of operations, comprehensive loss and deficit. |
|
| 10. |
INCOME TAXES |
|
In assessing the realization of the Companys future income tax assets, management considers whether it is more likely than not that some portion or all of the future income tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The amount of future income tax assets considered realizable could change materially in the near term based on future taxable income generated during the carry-forward period. |
|
|
The benefit of the income tax recovery due to realized losses and other income tax assets has been valued at nil. |
|
| 11. |
LOSS PER SHARE |
|
The weighted average number of shares outstanding used in the computation of earnings (loss) per share for the nine months ended August 31, 2011 was 67,832,226 (2010 67,802,596). Outstanding stock options have not been considered in the computation of diluted loss per share as the result is anti-dilutive. |
15
| 12. |
RELATED PARTY BALANCES AND TRANSACTIONS |
|
At August 31, 2011, $132,038 (2010 - $280,097) was due from MAN Alaska LLC, the joint venture of which the Company has a 70% participating interest, as reimbursement for expenses incurred or amounts paid by the Company on behalf of MAN Alaska LLC. The amount is non-interest bearing, unsecured, is due on demand and was repaid during September 2011. |
|
|
During the nine months ended August 31, 2011, the Company incurred legal expenses, which are included within administration and general expenses, with a firm of which a director of the Company was a principal, of $19,446 (2010 - $26,775). The transactions were in the normal course of operations and have been recorded at the exchange amounts which the parties believe to be fair value. |
|
|
As described in Notes 7(a) and 7(e)(iii) respectively, a director of the Company is part of a group of investors that may have a net profit interest in copper production of the Copper King property, and a director is the founder and a significant shareholder of Manicouagan Minerals which holds an option in one of the Companys properties. |
|
| 13. |
FINANCIAL INSTRUMENTS |
| (a) |
Fair value |
|
|
The Company has various financial instruments comprising of cash and cash equivalents, short- term investments, amounts receivable, accounts payable and accrued liabilities. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. |
||
|
Investments consist of warrants to purchase common shares of other entities. These are accounted for as derivatives, and thus recorded at their fair value, which at August 31, 2011 was $13,125. The valuation was calculated using the Black-Scholes option pricing model which takes into account various factors including the strike price of the warrants, the current market prices of the underlying securities and the expected volatility of the prices of the underlying securities. The latter two factors may fluctuate significantly during the term that the warrant is held. In addition, the value of the warrants is reduced as time goes by and the time remaining until expiry is reduced. For these reasons, the fair value of the investments may fluctuate significantly, with the maximum loss restricted to the fair value of the investment noted above. |
||
| (b) |
Credit risk |
|
|
The following assets are exposed to credit risk: cash and cash equivalents, restricted cash and cash equivalents, short-term investments, and amounts receivable. The Company maintains all of its cash and cash equivalents, restricted cash and cash equivalents and short-term investments invested in demand deposits and short-term instruments at a major Canadian financial institution. Most of these amounts are not insured but depend upon the general creditworthiness of the institution. The Company believes that exposure to credit risk is low. |
||
| (c) |
Liquidity risk |
|
|
The Company has no debt and its financial assets are relatively liquid, therefore has very limited exposure to liquidity risk. |
||
| (d) |
Interest rate risk |
|
|
The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities. |
16
| 13. |
FINANCIAL INSTRUMENTS (continued) |
| (e) |
Currency risk |
|
|
As the Company operates in the United States, some of the Companys financial instruments and transactions are denominated in United States funds. Fluctuation in the exchange rates between the United States dollar and the Canadian dollar could have a material effect on the Companys business, financial condition and results of operations. |
||
|
At August 31, 2011, the Company had net monetary assets denominated in United States funds of $249,270 (US$254,504). Based upon the period-end balance, an increase of 15% in the Canada to U.S. dollar exchange would result in an increase in the net loss and comprehensive loss of $33,000, and a reduction of 15% would result in a decrease in the net loss and comprehensive loss of $44,000. Management believes that it is not likely but it is possible that the exchange rate could fluctuate by more than 15% within the next 12 months. |
| 14. |
JOINT VENTURE |
|
The Companys investment in the MAN Alaska property is owned by MAN Alaska LLC, a joint venture in which the Company has a 70% membership interest. The joint venture was established effective April 1, 2010. |
|
|
As at August 31, 2011, the Companys interest in that joint venture consists of the following asset: |
| Mineral property | $ | 8,111,041 |
|
During the nine months ended August 31, 2011, the Companys interest in revenues, expenses and cash flows in the joint venture were nil. |
|
| 15. |
CAPITAL DISCLOSURES |
|
The Company considers all of the components of shareholders equity to be capital. The Companys objectives in managing capital are to safeguard its ability to operate as a going concern and to generate a superior return to shareholders. The Company has no debt and does not expect to enter into debt financing. It expects to finance exploration activity through joint ventures, sales of property interests, and by raising additional share capital when market conditions are suitable. Neither the Company nor its subsidiaries are subject to externally imposed capital requirements. There have been no changes to the Companys approach to capital management during the year. |
17
| 16. |
SEGMENT DISCLOSURES |
|
The Companys fixed assets and mineral properties by geographic distribution are as follows: |
|
August 31, 2011 |
Canada | United States | Total | |||||||
|
Fixed assets |
$ | 12,274 | $ | | $ | 12,274 | ||||
|
Mineral properties |
25,871,442 | 13,347,084 | 39,218,526 | |||||||
|
|
$ | 25,883,716 | $ | 13,347,084 | 39,230,800 | |||||
|
|
||||||||||
|
November 30, 2010 |
Canada | United States | Total | |||||||
|
Fixed assets |
$ | 12,409 | $ | | $ | 12,409 | ||||
|
Mineral properties |
25,380,731 | 13,174,560 | 38,555,291 | |||||||
|
|
$ | 25,393,140 | $ | 13,174,560 | $ | 38,567,700 |
| 17. |
CONTINGENCIES |
|
In 2009 the Company (through a subsidiary) filed an action for declaratory relief against Western Utah Copper Company (WUCC) in the United States District Court, Utah, requesting interpretation of and the status and rights under an agreement (see Note 7(a)). After the Company filed the action for declaratory judgement, WUCC launched claims against it which management believes to be wholly without merit. The litigation was initially stayed due to the Chapter 11 bankruptcy, but the bankruptcy court later lifted the stay, and as a result, the litigation is now moving forward. |
|
|
Management is of the opinion the court actions and related claims by WUCC are without merit and that the most likely outcome is that title to the claims transferred to WUCC under the 2002 agreement will revert back to us. In any event, the Company is taking actions to protect its interests during the bankruptcy proceedings. Further, upon consummation of the transaction contemplated in the letter of intent with Skye Mineral Partners, management expects that all litigation will be discontinued. However, the outcome of litigation is always uncertain. |
|
| 18. |
COMPARATIVE FIGURES |
|
Certain comparative figures have been reclassified to conform to the current presentation. |
18
| 19. |
DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES |
|
These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP), which differ in certain respects from those generally accepted in the United States of America (U.S. GAAP). Under Canadian GAAP, the Company capitalizes all costs related to the acquisition, exploration and development of non- producing mineral properties. Under U.S. GAAP, acquisition costs of mineral rights are capitalized, but exploration and development costs are expensed as incurred, until the establishment of commercially mineable reserves is complete, at which time any further exploration costs are capitalized. Under Canadian GAAP, enterprises in the development stage are encouraged to disclose cumulative information from the inception of the development stage. Under U.S. GAAP, this disclosure is required. Cumulative net losses since inception aggregate $15,104,437. |
|
|
Under Canadian GAAP, the Company is required to account for the MAN Alaska LLC joint venture following proportionate consolidation. Under U.S. GAAP, the joint venture would be accounted for on the equity basis. |
|
|
For Canadian GAAP, cash flows relating to mineral property exploration are reported as investing activities. For U.S. GAAP, these costs would be characterized as operating activities. |
|
|
In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855); Amendments to Certain Recognition and Disclosure Requirements (ASU 2010-9). The standard amends Subtopic 855-10, Subsequent Events to remove the requirement for a SEC filer to disclose the date through which subsequent events have been evaluated. ASU 2010-9 is effective upon issuance of the final update. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its consolidated financial statements. |
19
| 19. |
DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES (continued) |
|
The differences in accounting for mineral properties under Canadian and U.S. GAAP had the following effects on the Companys financial statements. |
|
|
(i) Net Loss and Loss per Share |
| Nine months | Nine months | ||||||
| ended August | ended August | ||||||
| 31, 2011 | 31, 2010 | ||||||
|
Net loss under Canadian GAAP |
$ | (1,088,345 | ) | $ | (1,464,892 | ) | |
|
Capitalized expenditures on unproven mineral properties |
(131,763 | ) | 263,699 | ||||
|
Net gain (loss) under U.S. GAAP |
$ | (1,220,108 | ) | $ | (1,201,193 | ) | |
|
Gain (loss) per share under U.S. GAAP basic and diluted |
$ | (0.018 | ) | $ | (0.018 | ) |
(ii) Mineral Properties
| August 31, | November 30, | ||||||
| 2011 | 2010 | ||||||
|
Mineral properties under Canadian GAAP |
$ | 39,218,526 | $ | 38,555,291 | |||
|
Capitalized expenditures on unproven mineral properties |
(18,933,654 | ) | (18,801,891 | ) | |||
|
Reclassification to investment in joint venture |
(69,024 | ) | (69,024 | ) | |||
|
Mineral properties under U.S. GAAP |
$ | 20,215,848 | $ | 19,684,376 |
(iii) Investment in Joint Venture
| August 31, | November 30, | ||||||
| 2011 | 2010 | ||||||
|
Investment in joint venture under Canadian GAAP |
$ | | $ | | |||
|
Reclassification from mineral properties |
69,024 | 69,024 | |||||
|
Investment in joint venture under U.S. GAAP |
$ | 69,024 | $ | 69,024 |
(iv) Deficit
| August 31, | August 31, | ||||||
| 2011 | 2010 | ||||||
|
Deficit under Canadian GAAP |
$ | (15,104,437 | ) | $ | (13,172,218 | ) | |
|
Capitalized expenditures on unproven mineral properties |
(18,933,654 | ) | (19,323,352 | ) | |||
|
Deficit under U.S. GAAP |
$ | (34,038,091 | ) | $ | (32,495,570 | ) |
20
Exhibit 99.2
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| THIRD QUARTER ENDED AUGUST 31, 2011 |
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
MANAGEMENT DISCUSSION AND ANALYSIS
Background and overview
This Management Discussion and Analysis (MD&A) is intended to assist readers in understanding Pure Nickel Inc. (Pure Nickel, the Corporation, we, our, us), its business environment and future prospects. This MD&A should be read in conjunction with our unaudited interim consolidated financial statements and related notes for the nine-month period ended August 31, 2011, and the most recent annual consolidated financial statements. Information herein includes any significant developments to October 12, 2011, the date on which the MD&A was approved by our directors.
We are in the business of acquiring, exploring and developing mineral properties in Canada and the United States, primarily those containing nickel, platinum group elements (PGEs), copper, gold, silver and associated base and precious metals. Our intention is to explore undeveloped properties with the expectation of developing them to a level where an ore body is indicated or likely. We would then expect to develop a joint venture or purchase option with a larger mining company to further develop the property and, if justified, to take the property into production. At that point we would expect to retain an interest in the property: either a percentage of ownership, or receive a percentage royalty from the production.
Our common shares trade on the Toronto Stock Exchange (TSX) under the symbol NIC, and on the Over the Counter Bulletin Board (OTCBB) in the United States under the symbol PNCKF. We intend to voluntarily deregister our common stock under the Securities and Exchange Act of 1934 by filing a Form 15F with the SEC on or about October 13, 2011, after which our shares will no longer trade on the OTCBB, but will continue to trade on the TSX. Our consolidated financial statements are prepared in Canadian dollars and in accordance with Canadian generally accepted accounting principles (GAAP). (We disclose differences between Canadian GAAP and United States GAAP in a note to our consolidated financial statements.) Unless otherwise indicated herein, all dollar amounts are stated in Canadian dollars.
We were incorporated under the Company Act (British Columbia) on April 29, 1987, and continued under the Canada Business Corporations Act on April 7, 2009. We conduct our U.S. operations through a wholly-owned subsidiary, Nevada Star Resource Corp. (U.S.), a Nevada corporation. Nevada Star Resource Corp. (U.S.) owns a 70% participating interest in MAN Alaska LLC, a Delaware limited liability company.
Exploration Plans for our Properties
For 2011, our exploration activity has been focussed on the MAN Alaska property. We continue to seek joint venture, earn-in or other arrangements by which to advance the exploration of our properties without the cost of all of the work being borne by us.
2
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Third Quarter Highlights
MAN Alaska property
Our exploration partner on the MAN Alaska property, Itochu Corporation, continued its participation in our exploration program. Under a joint venture agreement, Itochu can earn an interest in the property of up to 75% by incurring US$40 million of exploration expenditures by 2013. To date Itochu has earned a 30% interest in the property.
Operations at the MAN Alaska property were under way during the third quarter. The drill program concluded just after the quarter-end, on September 6, 2011, and approximately 2600 metres in 11 holes have been completed. Assays are expected by the end of October. In addition to the drill program, ground-based mapping and sampling of the northern portion of the MAN Alaska property was conducted by both Pure Nickel and Itochu geologists.
Milford Utah property
In July, we announced that we had reached a letter of intent with a group led by Skye Mineral Partners, LLC regarding our position in the Milford, Utah copper project currently controlled by the Western Utah Copper Company (WUCC).
WUCC and its parent Copper King Mining Corporation filed for bankruptcy in May 2010. Skye and its partners are the largest secured creditors of WUCC, thus making the group the leading candidate to provide resolution to the bankruptcy. This letter of intent paves the way for Skye and its partners to ultimately acquire the project once WUCC emerges from bankruptcy.
In 2002 Nevada Star Resource Corp. (U.S.), a wholly-owned subsidiary of Pure Nickel, had granted an option agreement to WUCC on all of Nevada Stars mining properties near Milford, Utah. In November 2008, WUCC failed to put the Nevada Star claims into production as it was required to do under the terms of the agreement, thereby entitling Nevada Star to exercise its option to reacquire the claims. In June 2009, after repeated attempts to confirm the precise production status of the project, Nevada Star launched an action asking the Federal Court in Utah for a declaratory judgement permitting Nevada Star to take back the claims pursuant to the 2002 agreement. WUCC filed a counterclaim. In May 2010 WUCC and its parent filed for Chapter 11 bankruptcy and Nevada Stars action was stayed pending the reorganization of WUCC.
Terms under the letter of intent include: subject to the exit of Western Utah Copper Company (WUCC) from bankruptcy, a series of payments aggregating $3.5 million over a twelve-month period, and the granting by Skye to us of a 1% Net Smelter Return (NSR) in all properties acquired by Skye from WUCC and Nevada Star. The NSR is subject to a royalty cap of US$8 million. The terms of the final agreement may differ from those contemplated in the letter of intent.
3
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Manibridge Manitoba property
During the quarter, the Manibridge Manitoba joint venture agreement with Crowflight Minerals (now CaNickel Mining Limited) was terminated. The original agreement in 2007 was designed to explore and develop properties controlled by both companies. An initial jointly funded exploration program was conducted in 2008 and the drill results were very encouraging. Subsequent to the program, market conditions were not conducive to the advancement of the joint venture and it was mutually agreed to terminate the agreement and have the claims returned to each original owner.
Salt Chuck Alaska property
During the quarter the permitting process for the Salt Chuck property was completed. Permits are now in place, and we will undertake further exploration assessment and planning during the fourth quarter. Located on Prince of Wales Island in the Alaskan Panhandle, the property consists of 146 contiguous federal lode mining claims. The Salt Chuck mine produced approximately 300,000 metric tonnes of ore, reported by US government summaries (1948) to be 0.95% copper, 1.96 g/t palladium, 1.12 g/t gold and 5.29 g/t silver. The mine was the largest producer of palladium in the United States during production.
Tower Manitoba property
Our option partner on the Tower property, Rockcliff Resources Inc. (TSXV: RCR), reported in July that it had commenced its summer exploration program which will include drilling at the Tower property. Drilling at the Tower property will focus on two untested conductors that were discovered by a geophysical Time Domain Electromagnetic Survey (TDEM) recently completed by Rockcliff. The first conductor is located approximately 800m west of the Tower copper deposit and has a strike length of over 1 km and very similar geophysical characteristics to the nearby deposit. The second is a 250m long conductor located approximately 100m west of the deposit.
Rockcliff has the exclusive right to earn a 70% interest in the Tower Property from us. Rockcliff must pay $150,000 in incremental payments over four years and is required to incur aggregate exploration expenditures totalling $4,000,000 over four years.
4
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
We have mineral rights to a number of exploration properties in various stages of exploration in North America. A summary of the properties is presented in the table below.
| Property | Location |
Claims
area
( approx. ) |
Comments |
| MAN | Alaska (400 km NE of Anchorage, 265 km SE of Fairbanks) | 40,380 hectares | The property is currently in the early exploration stage. We regard MAN as one of our more important properties and are operating under an option agreement with ITOCHU Corporation, under which Itochu has acquired a 30% participating interest in the property, and may acquire up to 75%. |
| William Lake |
Manitoba (70 km from Grand Rapids) |
30,553 hectares | We consider William Lake to be one of our premier properties. An extensive exploration program was conducted during 2008. |
| Tower Property | 7,627 hectares | On February 21, 2008, we granted an option to Rockcliff Resources Inc. under which they may earn up to a 70% interest in the Tower claims, which are located within the northern portion of the William Lake claim block. Rockcliff commenced exploration in October 2010. | |
| Salt Chuck | Alaska, Prince of Wales Island | 1,082 hectares | The property is currently in the early exploration stage. Exploration permits are in place and planning is underway. |
| Fond du Lac | Saskatchewan (20 km NW of Stony Rapids) | 19,713 hectares | The property is currently in the early exploration stage. We consider Fond du Lac to be one of our more promising properties, as results from two exploration programs have yielded encouraging results. |
| Manibridge | Manitoba (128 km SW Thompson ) | 274 hectares | The property is located in the Thomson nickel belt. |
| Haut Plateau de la Manicouagan East (HPM) | Quebec (180 km NW of Sept Isles) | 748 hectares | Manicouagan Minerals Inc. has earned a 50% interest in the property by making the required options and exploration expenditures. |
| Raglan, Nuvilik | Quebec | 9,982 hectares | This property is currently in the early exploration stage. |
| Rainbow | Nunavut (380 km NW of Churchill, and 612 km N of Thompson) | 19,850 hectares | The property is currently in the early exploration stage. In 2010, a soil geochemical survey was completed. |
| Milford | Utah | 2,830 hectares | The copper property has been operated by Copper King Mining Corporation, and its affiliate Western Utah Copper Company (WUCC), which are currently operating under Chapter 11 bankruptcy protection. Please refer to discussion above, Milford Utah Property. |
5
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Selected financial information
|
Three months
ended Aug. 31,2011 |
Three months
ended Aug. 31,2010 |
Nine months
ended Aug. 31, 2011 |
Nine months
ended Aug. 31, 2010 |
|
| Revenues | $ − | $ − | $ − | $ − |
| Expenses Administration and general | 188,352 | 81,263 | 1,074,223 | 1,327,683 |
| Expenses other | 15,750 | 36,254 | 14,122 | 137,109 |
| Net loss | 204,102 | 117,517 | 1,088,345 | 1,464,892 |
| Net loss per share | 0.003 | 0.002 | 0.02 | 0.02 |
Results of operations three months ended August 31, 2011
We received no operating revenues during the three months ended August 31, 2011, which is unchanged from the three months ended August 31, 2010. This is in accordance with our plans, as we do not currently generate revenues or cash flows from operations (other than interest income and some payments related to mineral properties that are credited to mineral properties on the balance sheet rather than being identified as revenues in our statement of operations). We are an exploration stage company and expect to finance activities through joint ventures, the sale of property interests, and by raising additional share capital when market conditions are suitable.
We reported a net loss of $204,102 or $0.003 per share for the three months ended August 31, 2011, compared to a net loss of $117,517 or $0.002 per share for the three months ended August 31, 2010. The loss includes a small gain (under $1,000) on foreign exchange for which the comparative figure is a loss of $68,668. We recorded a loss of $23,500 for the quarter compared to a gain of $23,625 in the previous year due to a loss in the fair value of investments. These figures resulted from the required accounting treatment when we receive warrants as part of an option agreement with a venture partner: under GAAP we are required to record the warrants at their fair value, and then record changes in their fair value at each balance sheet reporting date.
General and administrative expenses for the three months ended August 31, 2011 were $188,352 compared to $81,263 for the three months ended August 31, 2010. The increase in expenses for the quarter is attributable to timing differences in the incidence of various items. (On a year-to-date basis, for the nine months ended August 31, 2011, general and administrative expenses are reduced by 19%, primarily due to no bonuses being paid in the current year.)
Cash flows used by operating activities was $216,757 for the quarter, compared to cash used by operating activities of $195,211 in the previous year, a small change.
Investing activities provided cash of $689,569 for the three months ended August 31, 2011 compared to $947,636 of cash used by investing activities in the three months ended August 31, 2010, primarily due to the shifting of short-term investments between term deposits and savings accounts, in order to maximize interest revenue. There was no cash raised by financing activities during the current nor the corresponding quarter last year.
6
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Results of operations nine months ended August 31, 2011
We received no operating revenues during the nine months ended August 31, 2011, which is unchanged from the nine months ended August 31, 2010. We do not currently generate revenues or cash flows from operations (except for interest income and some payments related to mineral properties that are credited to mineral properties on the balance sheet rather than being identified as revenues in our statement of operations). This was in accordance with expectations as we are an exploration stage company and expect to finance activities through joint ventures, the sale of property interests, and by raising additional share capital when market conditions are suitable.
We reported a net loss of $1,088,345 or $0.02 per share for the nine months ended August 31, 2011, compared to a net loss of $1,464,892 or $0.02 per share for the nine months ended August 31, 2010. The loss includes a $32,827 loss on foreign exchange for which the comparative figure is a loss of $39,505. Our policy has been to maintain U.S. dollar cash balances for the payment of expenses incurred in U.S. dollars: the loss results from the appreciation of the Canadian dollar during the period. The loss was reduced by a recovery from the write-off of a credit balance pertaining to the Forgues portion of our HPM/Forgues property when we determined that due to the low potential for discovery those claims would not be renewed.
General and administrative expenses for the nine months ended August 31, 2011 were $1,074,223, down by 19% from the figure of $1,327,683 for the nine months ended August 31, 2010. The decrease in expenses is attributable to a decrease of $108,000 for non-cash stock-based compensation and a decrease of $295,000 for cash bonuses paid to employees and consultants. We recorded a loss of $36,625 for the nine months ended August 31, 2011 compared to a loss of $107,750 in the prior year due to a decrease in the fair value of investments. These figures resulted from the required accounting treatment when we receive warrants as part of an option agreement with a venture partner. Under GAAP we are required to record the warrants at their fair value, and then record changes in their fair value at each balance sheet reporting date.
Cash flows used in operating activities were $1,276,141 for the nine months ended August 31, 2011, compared to cash used in operating activities of $1,129,715 in the prior year, a small change.
Investing activities provided cash of $661,309 for the nine months ended August 31, 2011 compared to $873,282 in the previous year, primarily due to the shifting of short-term investments between term deposits and savings accounts, in order to maximize interest revenue. Cash from financing activities was nil for the nine months ended August 31, 2011 compared to $507,800 in the prior period, which represented the proceeds from Itochu Corporation exercising their option to acquire an interest in the MAN Alaska property, as described in note 7(b) of the consolidated interim financial statements.
7
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Quarterly Information
Selected financial information for the previous eight quarters is set out below.
|
Quarter
ended August 31, 2011 $ |
Quarter
ended May 31, 2011 $ |
Quarter
ended Feb. 28, 2011 $ |
Quarter
ended Nov. 30, 2010 $ |
|
| Revenues | − | − | − | − |
| Expenses | 188,352 | 527,785 | 358,086 | 153,918 |
| Net income (loss) | (204,102) | (523,849) | (360,394) | (843,874) |
| Net income (loss) per share* | (0.003) | (0.008) | (0.005) | (0.01) |
|
Quarter
ended Aug. 31, 2010 $ |
Quarter
ended May 31, 20 1 0 $ |
Quarter
ended Feb. 28, 2010 $ |
Quarter
ended Nov. 30, 2009 $ |
|
| Revenues | − | − | − | − |
| Expenses | 81,263 | 849,731 | 396,689 | 465,473 |
| Net income (loss) | (117,517) | (849,731) | (393,940) | (520,241) |
| Net income (loss) per share* | (0.002) | (0.01) | (0.006) | (0.008) |
* Note: Fully diluted loss per share is not presented since it would be anti-dilutive.
Liquidity and Capital Resources
Currently, none of our property interests generate revenue. Our capital needs have historically been met by the issuance of securities (either through private placements, the exercise of stock options, and the issuance of shares for services, property or other assets). Fluctuations in our share price will affect our ability to obtain future financing, and future financing will represent dilution to existing shareholders. In addition, such price fluctuations will influence the propensity of holders of our warrants to exercise them into shares of the Corporation.
We had cash and equivalents as well as short term investments of $2,193,945 at August 31, 2011 compared to $4,104,904 at November 30, 2010. This balance includes restricted cash and cash equivalents of $84,279 (November 30, 2010 - $85,931) which are funds invested in guaranteed investment certificates with maturities of less than three months as security for corporate credit cards. Working capital was $2,320,592 at August 31, 2011 compared to $3,843,307 at November 30, 2010. Current liabilities at August 31, 2011 consisted of accounts payable and accrued liabilities payable totalling $128,344 compared to $438,457 at November 30, 2010.
The exploration and development of our mineral projects will require substantial additional capital. Failure to obtain sufficient capital would result in the delay or indefinite postponement of exploration, development or production on any or all projects, and may cause loss of participating project interests (please refer to Risks, on page 14). Management believes that the working capital on hand at August 31, 2011 will be sufficient to cover general and administrative expenses and property holding and exploration costs for the next 12 months.
8
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Off-Balance-Sheet Arrangements
We have not entered into any off-balance-sheet financing arrangements.
Transactions with Related Parties
During the nine months ended August 31, 2011, we incurred legal expenses with a firm of which a director was a principal during the period of $19,446 (2010 - $26,775) for legal services. The balance and transactions were in the normal course of operations and have been recorded at the exchange amounts which the parties believe to be fair value.
Proposed Transactions
We are not aware of any proposed transactions involving a proposed asset or business or business acquisition or disposition which may have a material effect on our financial condition, results of operations and cash flows. At any time, however, we may have under consideration potential transactions in such categories as part of the continuous review of our business activities and opportunities.
Share Capital
At August 31, 2011, share capital was as follows:
| Issued and outstanding common shares | 67,832,226 |
| Stock options | 5,995,000 |
9
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Critical Accounting Estimates and Policies
Our consolidated financial statements for the three months and nine months ended August 31, 2011 are prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP). Management makes certain estimates and relies upon certain assumptions related to reporting our assets and liabilities as well as results of operations in conformity with Canadian GAAP. Actual results will differ from these estimates and assumptions.
The most significant accounting estimates for us relate to the carrying values of our mineral property assets. Mineral properties consist of exploration and mining claims and leases. Acquisition and exploration costs are capitalized and deferred until such time as the property is put into production or the properties are disposed of either through sale or abandonment. The estimated values of all properties are assessed by management on a continual basis and if the carrying values exceed estimated recoverable values, then these costs are written down to the estimated recoverable values. If properties are put into production, the costs of acquisition and exploration are written off over the life of the property, based on the estimated economic reserves. Proceeds received from the sale of any interest in a property are first credited against the carrying value of the property, with any excess included in operations for the period. Following are our more critical accounting policies.
Mineral Properties
Mineral property acquisition and exploration costs are recorded at cost. All direct and indirect costs related to the acquisition of the interests are capitalized until the properties to which they relate are placed into production, sold, or management determines that there is an impairment. These costs will be amortized on the basis of units of production produced in relation to the proven reserves available on the related property following commencement of production. Mineral properties that are sold before a property reaches the production stage have proceeds from the sale of the property credited against the cost of the property, and any excess is recognized as income.
Foreign Exchange Loss
The consolidated financial statements are stated in Canadian dollars, which is our functional currency. Transactions and account balances in foreign currencies and the accounts of integrated foreign subsidiaries have been translated into Canadian dollars using the temporal method. Under the temporal method, monetary assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historic exchange rates. Revenue and expenses are translated at the exchange rates in effect on the transaction dates, except for depreciation, which is translated on the same basis as the related asset. The resulting exchange gains and losses are recognized in income.
Financial Instruments, including Investments
Financial instruments are measured at fair value upon initial recognition. After initial recognition, financial instruments are measured at their fair values, except for loans and receivables and other financial liabilities, which are measured at amortized cost. We have designated cash and cash equivalents and restricted cash as held-for-trading. Short-term investments are designated as available-for-sale. Accounts receivable are classified as loans and receivables and approximate fair value. Accounts payable and accrued liabilities are classified as other financial liabilities and approximate fair value.
10
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Investments consist of warrants received as part of option agreements negotiated with venture partners. A fair value is ascribed to the warrants at the transaction date using the Black-Scholes option pricing model, and that amount is offset against capitalized mineral property expenditures. At each subsequent balance sheet date, the fair value is recalculated and any gain or loss is reported in the consolidated statement of operations, comprehensive loss and deficit.
Loss per Share
Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Outstanding stock options, warrants have not been considered in the computation of diluted loss per share as the result is anti-dilutive.
Stock Based Compensation
We have a plan for granting stock options to management, directors, employees and consultants. We recognize compensation expense for this plan under the fair value based method in accordance with CICA Handbook section 3870 Stock-Based Compensation and Other Stock-Based Payments. Under this method, the fair value of each option grant is estimated on the date of the grant and amortized over the vesting period, with the resulting amortization credited to contributed surplus. We estimate the fair value of each grant using the Black-Scholes option-pricing model. Consideration paid upon the exercise of stock options is recorded as share capital.
Changes in Accounting Policies
International Financial Reporting Standards
We will be required to adopt International Financial Reporting Standards (IFRS) effective December 1, 2011, so that the first time that we report under IFRS will be for the three months ended February 29, 2012. The conversion to IFRS will affect our accounting policies, information technology and data systems, internal controls over financial reporting, and disclosure controls and procedures. The transition may affect certain business processes such as foreign exchange conversion, and the interpretation of some contracts.
Our conversion plan has four phases: scoping and planning, detailed assessment, implementation, and post-implementation. We are currently in the detailed assessment phase which entails, among other things, selecting accounting policies under IFRS and under IFRS 1, First-Time Adoption of International Financial Reporting Standards, and determining the effect of their adoption on our financial systems and statements. We plan to prepare a mock-up of IFRS financial statements for review by the audit committee during fiscal 2011, and identify the additional information that will be required for IFRS disclosure
IFRS 1 provides companies adopting IFRS for the first time with some optional exemptions as well as certain mandatory exemptions for the preparation of the opening balance sheet. Our current assessment of the IFRS exemptions is as follows:
|
|
We have the option of applying the requirement of IFRS 2 Share-Based Payment to share-based payments to equity instruments that vested before December 1, 2011, or to apply the requirements of IFRS 2 only to share-based payments that are not vested as of December 1, 2011. We will elect to apply the requirements of IFRS 2 only to share-based payments that are not vested as of December 1, 2011. |
11
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
|
|
As discussed further below, IFRS requires that the functional currency of each entity included in the consolidated financial statements be determined separately. We have determined that as at the transition date the Canadian dollar was the functional currency of the parent company, Pure Nickel Inc., but was not the functional currency of our subsidiary Nevada Star Resource Corp. (US), nor that companys joint venture MAN Alaska LLC, which each have a United States dollar functional currency. In accordance with IFRS 1 optional exemptions, we will elect to transfer the cumulative translation differences, recognized as a separate component of equity, to deficit at the transition date. |
|
|
We have the option of electing to not apply IFRS 3 Business Combinations retrospectively to past business combinations. We will use that option and will elect to apply IFRS 3 for business combinations effective December 1, 2011. |
We are in the process of analyzing the effect of adopting IFRS on our financial statements. Some of the more important choices and implications of converting to IFRS are as follows:
|
|
Exploration and evaluation costs: We expect that our current accounting policy will continue under IFRS. |
|
|
Asset impairment: Under IFRS, we must assess at each reporting date whether there is any indication that an asset may be impaired. If any such indication exists, we would estimate the recoverable amount of the asset, which is defined as the higher of an assets fair value less costs to sell and its value in use. Value in use is the present value of the future cash flows expected to be derived from an asset. An impairment loss must be recorded if the carrying value of the asset is less than the recoverable amount of the asset. The first step in recognition of an impairment loss under Canadian GAAP is based on undiscounted cash flows, which does not exist under IFRS. Therefore an impairment loss could be recognized under IFRS earlier than under Canadian GAAP. However, a change in the estimates used to determine an assets recoverable amount since the last impairment loss was recognized could result in a reversal of an impairment loss recognized in prior periods for an asset other than goodwill, whereas no such reversal is possible under Canadian GAAP. We will assess whether there are any impairment indicators on the transition date. |
|
|
Assets Retirement Obligations : IFRS defines asset retirement obligations (AROs) as legal or constructive obligations. Under IFRS, AROs are calculated using a current pre-tax discount rate (which reflects current market assessment of the time value of money and the risk specific to the liability) and is revised every reporting period to reflect changes in assumptions or discount rates. Under Canadian GAAP, AROs are calculated using a current credit-adjusted, risk-free rate for upward revisions and the original credit-adjusted, risk-free rate for downward revisions. The original liability is not adjusted for changes in current discount rate. Currently we have not incurred any AROs related to the exploration of our mineral properties and will adopt the IFRS method in the calculation of AROs when AROs are recognized. |
|
|
Foreign Exchange: Under IFRS, each foreign operation is required to determine its functional currency in accordance with the standard and translate all foreign currency items into the functional currency. Upon consolidation, all assets and liabilities of the consolidated operations with a functional currency that is different than the presentation currency are translated at the closing rate at the date of the balance sheet. Canadian GAAP, on the other hand, requires each foreign operation to be classified as integrated or self-sustaining operations. |
12
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Our foreign exchange policy under IFRS is expected to be as follows:
The consolidated financial statements are stated in Canadian dollars, which is the Companys functional currency. The functional currency is the currency of the primary economic environment in which the Company operates. The Companys United States subsidiary Nevada Star Resource Corp. (US) and its joint venture MAN Alaska LLC each determine their own functional currency, which is United States dollars, so that items in their financial statements are measured in United States dollars.
Transactions in foreign currencies (that is, in currencies other than the functional currency of each entity) are initially recorded at the functional currency spot rate of exchange prevailing at the date of the transaction. Assets and liabilities denominated in foreign currencies (not in the functional currency) are translated at the functional currency spot rate of exchange at the balance sheet date. All resulting differences are charged to foreign exchange gains or losses in the income statement. (In the future, if the Company were to have foreign currency borrowings accounted for as a hedge of a net investment in a foreign operation, foreign exchange differences thereon would be taken directly to equity until the disposal of the net investment, at which time they would be recognized in the income statement.)
The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the balance sheet date and transactions reflected in their statements of operations are translated at the rates prevailing at the time of the transaction. The exchange differences are taken directly to a separate component of equity. On disposal of a foreign operation, the deferred cumulative amount recognized in equity relating to that particular foreign operation is recognized in the income statement.
|
|
Share-based Payments: Under IFRS, each installment is to be treated as a separate share option grant with graded-vesting features, forfeitures are to be estimated at time of grant and revised if actual forfeitures are likely to differ from previous estimates and options granted to parties other than employees are measured on the date the goods or services received. The concept of employees and others providing similar services is a broader concept under IFRS than under existing GAAP. We currently record our stock-based compensation expenses on a straight line basis over the vesting period, and record forfeitures as they occur. The transition to IFRS will result in more variability in the compensation expenses reported. |
The above comments should not be considered as a complete list of changes that will result from the transition to IFRS: our analysis is continuing and some policies remain to be addressed. In addition, the accounting bodies responsible for issuing Canadian and IFRS accounting standards have significant ongoing projects that could our financial statements, including projects regarding income taxes, financial instruments and joint venture accounting. In addition, there is an extractive industries project currently underway that will lead to more definitive guidance on the accounting for exploration expenditures, but this is still in the discussion paper stage and may not be completed for some time. We are continuing to monitor the development of these projects and will assess their impact in the course of our transition to IFRS.
13
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Disclosure Controls and Procedures
Our CEO and CFO are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument (NI) 52-109 Certification of Disclosure in Issuers Annual and Interim Filings.
We designed the DC&P and ICFR, the latter of which was using the framework in Internal Control over Financial Reporting Guidance for Smaller Public Companies published by COSO, which is based upon their earlier publication Internal Control Integrated Framework, to provide reasonable assurance that material information relating to us is made known to our CEO and CFO during the reporting period; and that information required to be disclosed by us in our filings under securities legislation is recorded, processed, summarized and reported within the required time periods; and to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with Canadian GAAP.
Our CEO and CFO evaluated the design effectiveness of the DC&P and ICFR, as defined by NI 52-109, as of August 31, 2011. Based on this evaluation, they concluded that the designs of the DC&P and ICFR were effective as of August 31, 2011. NI 52-109 also requires Canadian public companies to disclose in their MD&A any change in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No change to ICFR has occurred during the quarter.
Only reasonable rather than absolute assurance that misstatements would be prevented or detected on a timely basis by ICFR can be provided due to the inherent limitations of the ICFR system. Such limitations also apply to the effectiveness of ICFR as it is also possible that controls may become inadequate because of changes in conditions or deterioration in compliance with policies and procedures.
Economic Factors
Our financial performance will be directly affected by the exploration activities conducted on our projects, the results of those activities, and the possible development of the properties for commercial production of nickel or other valuable minerals. Should the results of such exploration activities warrant bringing any of the projects into commercial production, substantial additional funds would be required. Until such time as commercial production is achieved (and there can be no assurance that it will be), we will continue to incur administrative costs and exploration expenditures (many of which are capitalized) resulting in continuing operating losses and significant cash requirements. In the future, should the development of our mineral projects occur, then our financial performance will become more closely linked to the prices obtained for the nickel and/or other metals produced.
We report our financial results in Canadian dollars although our revenues, if any, will be primarily earned in U.S. dollars, while our expenses are in both currencies. The Canadian dollar has shown significant volatility compared with the U.S. dollar. As a result, prices of commodities (such as nickel) as well as the Canadian value of disbursements incurred in United States funds have been highly volatile. We take this volatility and anticipated trends in metal prices and foreign exchange rates into consideration when evaluating our business, prospects and projects and expenditures thereon.
14
| PURE NICKEL INC. |
| MANAGEMENT DISCUSSION AND ANALYSIS |
| AUGUST 31, 2011 |
Risks
Any investment in our common shares involves a high degree of risk. Risk factors that you should consider are set out in our Annual Information Form available at www.sedar.com . For readers in the United States, please refer to our 20-F available at www.sec.gov/edgar.shtml .
Forward-Looking Statements
This Management Discussion and Analysis includes forward-looking statements concerning our future performance, operations, and financial performance and financial condition. These forward-looking statements may include, among others, statements with respect to our objectives and strategies to achieve those objectives, as well as statements with respect to our beliefs, plans, expectations, anticipations, estimates, and intentions. When used herein, the words plan, believe, will, may, should, intend, estimate, expect, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations. We caution that all forward-looking information is inherently uncertain and actual results may differ materially from the assumptions, estimates, and expectations implied or expressed in the forward-looking information, and that actual future performance will be affected by a number of factors including economic conditions, technological change, and regulatory changes, all of which are beyond our control.
Future events and results may vary significantly from what is expected. We are under no obligation (and we expressly disclaim any obligation) to update the forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information
Additional information about Pure Nickel is available on our website at www.purenickel.com , on the (Canadian) SEDAR website at www.sedar.com , and on the (U.S.) EDGAR website at www.sec.gov/edgar.shtml .
15
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, David McPherson, President and Chief Executive Officer of Pure Nickel Inc., certify the following:
| 1. |
Review: I have reviewed the interim financial statements and interim MD&A (together, the interim filings) of Pure Nickel Inc. (the issuer) for the interim period ended August 31, 2011. |
||
| 2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
||
| 3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
||
| 4. |
Responsibility: The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings , for the issuer. |
||
| 5. |
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuers other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
||
| (a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
||
| (i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
||
| (ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
||
| (b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP. |
||
| 5.1 |
Control framework: The control framework the issuers other certifying officer(s) and I used to design the issuer's ICFR is Internal Control Integrated Framework ( COSO Framework ) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO), and as set out in Internal Control over Financial Reporting Guidance for Smaller Public Companies , also published by COSO. |
||
| 5.2 |
N/A |
||
| 5.3 |
N/A |
||
| 6. |
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuers ICFR that occurred during the period beginning on June 1, 2011 and ended on August 31, 2011 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR. |
||
Date: October 12, 2011
/s/ David R. McPherson
David R. McPherson
President and Chief Executive Officer
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Jeffrey D. Sherman, Chief Financial Officer of Pure Nickel Inc., certify the following:
| 1. |
Review: I have reviewed the interim financial statements and interim MD&A (together, the interim filings) of Pure Nickel Inc. (the issuer) for the interim period ended August 31, 2011. |
||
| 2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
||
| 3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
||
| 4. |
Responsibility: The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings , for the issuer. |
||
| 5. |
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuers other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
||
| (a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
||
| (i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
||
| (ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
||
| (b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP. |
||
| 5.1 |
Control framework: The control framework the issuers other certifying officer(s) and I used to design the issuer's ICFR is Internal Control Integrated Framework ( COSO Framework ) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO), and as set out in Internal Control over Financial Reporting Guidance for Smaller Public Companies , also published by COSO. |
||
| 5.2 |
N/A |
||
| 5.3 |
N/A |
||
| 6. |
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuers ICFR that occurred during the period beginning on June 1, 2011 and ended on August 31, 2011 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR. |
||
Date: October 12, 2011
/s/ Jeffrey D. Sherman
Jeffrey D. Sherman
Chief Financial Officer
| Exhibit 99.1 | |
|
|
|
| October 13, 2011 | |
| FOR IMMEDIATE RELEASE |
Pure Nickel Reports Operating Highlights and Results for the Nine Months Ended August 31, 2011
TORONTO, Ontario . Pure Nickel Inc. (NIC: TSX, OTCBB: PNCKF) today released its operating highlights and financial results for the quarter ended August 31, 2011.
Operating highlights
MAN Alaska Property
Operations at the MAN Alaska property were underway during the
third quarter. The drill program concluded on September 6, 2011 and 2,580 metres
in 11 holes were completed. Assays from the program are pending. In addition to
the drill program, ground-based mapping and sampling of the northern portion of
the MAN Alaska property was conducted by both Pure Nickel and ITOCHU
geologists.
Our exploration partner on the MAN Alaska property, ITOCHU Corporation, can earn an interest in the property of up to 75% by incurring US$40 million of exploration expenditures by 2013. To date ITOCHU has earned a 30% interest in the property. Larry Hulbert, D.Sc., P.Geo is the designated Qualified Person for this project.
Milford Utah Property
In July, Pure Nickel announced that it had reached a letter of
intent with respect to the Milford property. The letter of intent paves the way
for a group including Skye Mineral Partners to ultimately acquire the project in
the course of it emerging from bankruptcy. Terms under the letter of intent
include: subject to the exit of Western Utah Copper Company (WUCC) from
bankruptcy, a series of payments aggregating $3.5 million over a twelve-month
period, and the granting by the Skye group to Pure Nickel of a 1% Net Smelter
Return (NSR) in all properties acquired by Skye and its partners from WUCC and
Nevada Star. The NSR is subject to a royalty cap of US$8 million. Note that the
terms of the final agreement may differ from those contemplated in the letter of
intent.
Manibridge Manitoba Property
Pure Nickel today announces that during the quarter ended
August 31, 2011, the 2007 Manibridge Manitoba joint venture agreement with
Crowflight Minerals (now CaNickel Mining Limited) was terminated. The original
agreement was designed to explore and develop properties controlled by both
companies. An initial jointly funded exploration program was conducted in 2008
and the drill results were very encouraging. Subsequent to the program, market
conditions were not conducive to the advancement of the joint venture and it was
mutually agreed to terminate the agreement and have the claims returned to each
original owner.
Salt Chuck Alaska Property
During the quarter the permitting process for the Salt Chuck
property was completed. Permits are now in place and the exploration team is
planning the next logical exploration step in order to advance the property.
Located on Prince of Wales Island in the Alaskan Panhandle, the property
consists of 146 contiguous federal lode mining claims. The Salt Chuck mine
produced approximately 300,000 metric tonnes of ore, reported by US government
summaries (1948) to be 0.95 % copper, 1.96 g/t palladium, 1.12 g/t gold and 5.29
g/t silver. The mine was the largest producer of palladium in the United
States during its era of production. Larry Hulbert, D.Sc., P.Geo is
the designated Qualified Person for this project.
1
Results for nine months ended August 31, 2011
Pure Nickel reported that its net loss was in line with expectations: $204,101 ($0.003 per share) for the three months ended August 31, 2011, compared to a net loss of $117,517 ($0.002 per share) for three months ended August 31, 2010, and a net loss of $1,088,344 ($0.02 per share) for the nine months ended August 31, 2011, compared with a net loss of $1,464,892 ($0.02 per share) in the prior year. The Company ended the quarter with cash and short-term investments of $2.2 million, and working capital of $2.3 million. Total assets were $41.7 million at August 31, 2011.
For further information please refer to Pure Nickels consolidated interim financial statements and the accompanying management discussion and analysis on the companys website at www.purenickel.com , on SEDAR at www.sedar.com , and on EDGAR at www.sec.gov/edgar/searchedgar/companysearch.html . (All dollar amounts herein are in Canadian funds unless otherwise indicated.)
Voluntary deregistration
Pure Nickels common stock is currently traded on both the
Toronto Stock Exchange (TSX symbol NIC) and the OTC Bulletin Board (OTCBB
symbol PNCKF). The Company intends to voluntarily deregister its common stock
under the Securities Exchange Act of 1934, as amended (Securities and Exchange
Act) by filing a Form 15F with the SEC on or about October 12, 2011. Upon the
filing of the Form 15F, Pure Nickels obligation to file periodic reports and
other filings with the SEC, including annual and current reports on Forms 20-F
and 6-K respectively, will be immediately suspended. Pure Nickels common stock
is eligible for deregistration under the Securities and Exchange Act because the
average daily trading volume of its common stock in the United States for a
recent twelve-month period has been no greater than 5 percent of the average
daily trading volume of Pure Nickels common stock on a worldwide basis.
In approving the decision to deregister, Pure Nickels Board of Directors considered the costs associated with preparing and filing periodic reports and other filings with the SEC, the costs associated with complying with the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act of 2010, the limited trading volume of the common stock on the OTCBB, and that preparation of duplicate regulatory filings in Canada and the United States is inappropriate for a small company and may detract from the time available to management for adding value to operations of the company. Pure Nickel will remain subject to Canadian securities regulations which require ongoing public disclosure, with new filings continuing to be available at www.sedar.com and on the Companys website at www.purenickel.com .
Following deregistration, Pure Nickels common stock will no longer be quoted on the OTCBB. However, persons in the United States will continue to be able to trade the Companys shares on the TSX.
Pure Nickel expects that the deregistration of its common stock under the Securities and Exchange Act will be completed no later than 90 days after the date the Form 15F is filed with the SEC. The Companys common stock will continue to be quoted on the TSX after its deregistration under the Securities and Exchange Act becomes effective.
About Pure Nickel Inc.
Pure Nickel is a mineral exploration company with a diverse
collection of mineral exploration projects in North America.
2
Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, expectations, plans (including the plan to file a Form 15F), and objectives of Pure Nickel are forward-looking statements that involve various risks. The following are important factors that could cause Pure Nickels actual results to differ materially from those expressed or implied by such forward-looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future exploration activities and cash flows, and the uncertainty of access to additional capital. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. Pure Nickel undertakes no obligation to update such forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on such forward-looking statements.
The TSX Exchange does not accept responsibility for the adequacy or accuracy of this release.
For further information, please contact:
CHF Investor
Relations
Cathy Hume
T. (416) 868-1079
Email: cathy@chfir.com
Website:
www.chfir.com
The Howard
Group Investor Relations
Jeff Walker
T. (888) 221-0915
Email:
info@howardgroupinc.com
Website:
www.howardgroupinc.com
Pure
Nickel Inc.
David McPherson
President and CEO
T. (416) 644-0066
Email: info@purenickel.com
Website:
www.purenickel.com
3