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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Brazilian | LSE:BDY | London | Ordinary Share | CA1058741010 | COM SHS NPV |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.45 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
1st Quarter Results BRAZILIAN DIAMONDS LIMTIED QUARTERLY REPORT FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2008 For the three months ended March 31, 2008, Brazilian Diamonds Limited ("Brazilian Diamonds" or "the Company") has continued to focus its exploration activities on exploring kimberlite bodies located on its properties in Brazil while seeking ways to maximize the value from its extensive diamondiferous alluvial gravel inventories located on some of these same properties. The Company is encouraged by the recent publication of the government's inter-departmental deliberations over the finalization of permanent boundaries for the Serra da Canastra National Park which is located in proximity to the Canastra 1 project. A new draft bill (Projeto de Lei # 1448/2007) has now been submitted to the Brazilian Congress which excludes the Company's diamond areas from any new proposed National Park Boundary. Whilst it is difficult to estimate the time required for new legislation to pass through the Congress, it appears to have support from both the Government and Opposition parties and therefore is expected to be resolved expeditiously. Once approved, the Company will be able to commence trial mining at its Canastra 1 project. Drilling of Regis was completed in 2007 with the results confirming that the Regis kimberlite is diamond-bearing. Due to the very large size of this kimberlite, the Company has decided that an extensive drill program from the central zone will be needed and that this would best be handled in a joint venture. Following completion of Stage I bulk sampling at the Santo Antonio do Bonito alluvials project, the Company with their joint venture partners are evaluating the economic viability of developing a large scale, dredge based mining operation on the property. The Company is also examining the possibility of establishing other forms of large scale mining operation at this project. Decisions on these prospects are expected during 2008. The Company is continuing the drilling and pit testing of its 6 hectare, Salvador 1 kimberlite. Excavation of the second pit was completed in the current quarter and excavation of the third pit was started. Results from the first of the bulk sample pits identified at least six different kimberlitic rock types or "phases". Each of these phases potentially may carry a different diamond grade and quality of diamonds. The identification of multiple phases emphasized the importance of testing the entirety of all six pits to determine a representative diamond concentration for the body. Following completion of this mini-bulk sample, the Company will assess the results obtained with a view to implementing a larger scale bulk sample as part of a pre-feasibility study for a future mine development. For further information contact: Brazilian Diamonds Limited Ken Judge, Chairman + 44 7733 001 002 Stephen Fabian, CEO ++ 55 31 8814 5111 Hanson Westhouse Limited (Nomad to the Company) + 44 113 246 2610 Tim Feather/Matthew Johnson Landsbanki Securities (UK) Limited (Broker to the + 44 207 426 9000 Company) Tom Hulme Introduction The following discussion of performance and financial condition should be read in conjunction with the interim consolidated financial statements of the Company for the three months ended March 31, 2008. The Company's financial statements are prepared in accordance with Canadian GAAP. The Company's reporting currency is Canadian dollars. The date of this Management's Discussion and Analysis is May 12, 2008. Description of Business Brazilian Diamonds is a development stage resource company engaged in the acquisition, exploration and development of kimberlite and alluvial diamond properties in Brazil. The Company has over 100,000 hectares of alluvial and kimberlite exploration properties in the Paranaiba and Santo Antônio do Bonito River Basins and the Patos de Minas region as well as over 115,000 hectares of prospective exploration properties in the Serra da Canastra Kimberlite Province including the advanced stage diamondiferous Canastra 1 kimberlite pipe. In addition, the Company has its own diamond laboratory used in the recovery of kimberlite indicator minerals and in 2006 the Company received an ISO 17025 rating for the facility. The Company's head office is located in Belo Horizonte, Brazil and corporate office is located in Vancouver British Columbia, Canada. Exploration headquarters are located in Patos de Minas, Brazil. The Company is a reporting issuer in Ontario and British Columbia, Canada and its common shares trade on the Toronto Stock Exchange and Alternative Investment Market ("AIM") of the London Stock Exchange under the symbol BDY. Discussion of Operations Current Year Activity December March 31 Acquisition Deferred Amortization/ 31 2007 (Disposal) Exploration Write Down 2008 Coromandel 9,745 - 86 - 9,831 Patos de Minas 3,183 - 35 (3,020) 198 Serra da Canastra 7,462 - 93 - 7,555 Salvador 1 2,078 - 554 - 2,632 Data Sets 2,115 - - (67) 2,048 Other projects 74 - 8 - 82 Total 24,657 - 776 (3,087) 22,346 December March 31 Acquisition Deferred Amortization/ 31 2006 (Disposal) Exploration Write Down 2007 Coromandel 8,620 - 1,125 - 9,745 Patos de Minas 2,737 - 446 - 3,183 Serra da Canastra 7,121 - 341 - 7,462 Salvador 1 466 - 1,612 - 2,078 Data Sets 2,383 - - (268) 2,115 Other projects 63 - 11 - 74 Total 21,390 - 3,535 (268) 24,657 During the three months ended March 31, 2008, the Company's diamond drilling and sampling activities were focused on the Salvador 1, Santo Antonio Do Bonito and Regis projects which are being prioritized for further evaluation. Salvador 1 Kimberlite Testing During the current quarter, the Company is continuing with macro-diamond testing of its wholly owned Salvador 1 kimberlite. The Company will continue to evaluate what further activity should be undertaken as results from each test pit becomes available. The Salvador 1 kimberlite is a six hectare body partly exposed beneath the sands and gravels of an old alluvial diamond mine in central Bahia State, Brazil. The ongoing testing of the Salvador 1 kimberlite has completed excavation from the first two of six scheduled six pits. Each pit is designed to extract approximately 1,300 tonnes of kimberlite from different parts of the kimberlite pipe. Extraction from Pit 1 began in the last quarter of 2007 and excavation is currently proceeding on the third pit. The kimberlite is multiphase, with as many as six kimberlite rock types identified in Pit 1. A single one of these phases dominates most of the excavated sample from Pit 1. A full report will be completed upon completion of all stages of processing. Processing of the first kimberlite sample began in December 2007 and has been accelerated in the first quarter of 2008 as on-site plant procedures for the treatment of recovered kimberlite has been improved. The processing plant consists of a primary disaggregation rotary pan, followed by x-ray flowsort and grease table for the recovery of diamonds. It has been augmented with a roll crusher to better handle harder kimberlite fragments, however sample treatment remains slower than excavation. While none of the samples extracted to date have been fully processed, the Company has recovered 66 diamonds weighing 7.78 carats, with the largest stone weighing 2.65 carats from the Pit 1 kimberlite material processed to date. These diamonds come from four separate samples taken from Pit 1 and represent a total of 1,460 tonnes of extracted kimberlite ("in-situ"). Approximately 52% of the total kimberlite extracted to date has begun to be processed and significant parts of that require further recrushing to liberate fine diamonds. Processing of the kimberlite sub-sample from the top one metre portion of Pit 1 is almost complete with 35 diamonds weighing 2.51 carats recovered from 128 tonnes of in-situ kimberlite processed. More than half of this sample remains to be reprocessed through the plant after crushing to liberate diamonds enclosed in kimberlite fragments recovered during the first processing pass. These stones were tested as the Company's ISO 17025 certificated laboratory in Patos de Minas. The second sub-sample of Pit 1 weighing a total of 123 tonnes from a depth of one to two metres into the kimberlite has yielded 20 diamonds weighing 4.45 carats but with part of the sample still awaiting first pass and second pass processing, as well as quality control tests at the Patos Laboratory. The third kimberlite sub-sample of Pit 1 is less than half way through processing and has yielded so far 11 stones weighing 0.82 carats, demonstrating that the Salvador 1 kimberlite carries diamonds to the maximum tested depth of 11 metres below the kimberlite surface. Complete size and weight distributions will be reported upon completion of all sub-samples for Pit 1. Quality control and quality assurance is being undertaken at the Company's certified ISO 17025 indicator mineral processing laboratory on Patos de Minas, where concentrates are re-examined for diamonds that may not have been recovered in processing by the on-site plant. Salvador 1 Alluvial Sand and Gravel Testing Concurrent with the kimberlite sampling and processing at Salvador 1, a separate processing plant is being used to recover diamonds from the sands and gravels overlying the Salvador 1 kimberlite. The on-site reporting of the preliminary results from the separate sand and gravel processing plant include recovery of 124 diamonds weighing 17.86 carats from 1,420 cubic metres of bulk volume of gravel and sand material. Two-thirds of the material has yet to be processed through the recovery plant (flowsort and grease tables). The material initially processed includes sands and gravels from above Pit 1 and the kimberlite-alluvial surface and the four largest diamonds recovered so far weigh between 0.91 and 1.06 carats. Patos de Minas During the year ended December 31, 2007, the land, building and assets in Parima were transferred to Samsul for R$285,000. The land is now registered in Samsul with the Brazilian land registry. For the quarter ended March 31, 2008, deferred expenses of $3,020,00 were written off and all mineral licenses were transferred from Parima to Samsul for $nil value. Historical Information Following the acquisition of several mineral exploration databases from De Beers, the Company now has access to the accumulated results of more than 30 years of exploration activity in the Canastra, Santo Antonio do Bonito, Patos de Minas regions in Minas Gerais and the Chapada Diamantina region in Bahia. Included within the Canastra data set are indicator mineral samples, microprobe chemical analyses, and 19,000 line kilometres of proprietary airborne geophysics covering the entire region. De Beers has also provided details about 35 known kimberlite occurrences and the results of ground geophysics within the Canastra region. The Chapada Diamantina data set, acquired in September 2006 from De Beers, includes 194,120 line kilometres of airborne geophysics, indicator mineral samples, microprobe analysis and mineral licenses covering the Salvador 1 kimberlite body plus five other kimberlites. This data complements an already significant database the Company previously acquired as a result of the purchase of De Beers' Brazilian subsidiary Mineracao do Sul in August 2002. That acquisition also included 40,000 hectares of mineral claims in the Canastra area and the Canastra 1 kimberlite for which licenses are being sought to commence trial mining. The licencing process has been complicated by the potential expansion of a nearby National Park. Although there is every indication that a licence will be granted to mine Canastra 1, it is not possible to accurately estimate the timetable for such a grant. While the Company continues to work with various ministries of the Brazilian federal government in an effort to hasten the process for the license grant, the Company has been concentrating the majority of its exploration activity and resources on its other prospective projects outside the Canastra Region. During the past three years, the Company has committed significant resources evaluating kimberlite targets in the Santo Antonio do Bonito River Basin and Patos de Minas regions. Salvador 1 In 2007, the Company collected 6 replicate samples totaling 6 tonnes from the Salvador 1 kimberlite in an attempt to confirm results from a smaller (580 kg) sample taken in 2006. In total, 111 diamonds were recovered from these new samples which together with original sample tallied 120 diamonds. Preparations began in the third quarter of 2007 for the collection of six much larger samples of approximately 650 m3 each from different parts of the Salvador 1 kimberlite in order to better assess its diamond potential. Excavation of the first pit was completed in the fourth quarter and excavation of the second and third pits were started. Results from the first of the bulk sample pits identified at least six different kimberlitic rock types or "phases". Each of these phases potentially may carry a different diamond sample. Serra da Canastra The Company is awaiting final approval before commencing the environmental licensing process for the development of the Canastra 1 kimberlite body for which mine feasibility work has already been completed and the required Mines Department approvals are already in place. The Company will bring Canastra 1 into production once the environmental licensing process is completed. Coromandel The Company and its Joint Venture partners continue to assess various alternatives for the possible development of one or more alluvial mining operations at the Santo Antonio do Bonito alluvial project. These options may include large scale dredging operations on the broader river flat areas along the Santo Antonio do Bonito river as well as a smaller scale operation on what are considered to be highly prospective but narrower river terrace areas. Patos de Minas During the first quarter of 2007, the Company's administrative functions in Brazil were consolidated at the Patos de Minas office and laboratory with the Company continuing to maintain a small representative corporate office in Belo Horizonte. Through these measures, the Company has been able to significantly reduce its Brazilian overhead from the levels existing prior to the restructuring carried out in the second half of 2006. Stage II drilling of holes RDH-03, 04, 05 and 06 at the Company's 100% owned Regis kimberlite project was completed in the first quarter of 2007 and following receipt and evaluation of the final results of lab testing of drill cores for micro-diamonds, the Company will be in a position to determine what further activity should be undertaken on this kimberlite. Financial Performance First Quarter The loss for the three months ended March 31, 2008 was $290,000 as compared to a loss of $279,000 for the same period last year before other income (expenses). The increase in expenses over the same period last year is due to an increase in office costs of $9,000, investor relations expense of $8,000 and a decrease in interest income of $33,000. Cash and cash equivalent balances increased by $245,000 to $701,000 at March 31, 2008. The cash spending for mineral properties was $709,000. The working capital was $583,000 (2007 - $2,806,000). Of the $709,000 deferred exploration costs, $86,000 was spent on kimberlite exploration in the Santo Antonio do Bonito River Basin, $93,000 was expended on kimberlite projects in the Serra da Canastra Kimberlite Province, $35,000 was spent on the Patos de Minas project, $554,000 was spent on Salvador 1, and $8,000 was spent on other projects. The data sets are amortized over ten years. For the three months ended March 31, 2008, $67,000 (2007 - $78,000) was amortized and proportionally allocated to the related mineral properties. The current period's exploration expenditures were $189,000 less than the same period last year due to a reduction in the drilling undertaken during the period. Deferred expenses of $3,020,000 (2007 - $nil) were written off in the quarter ending March 31, 2008. All mineral licenses were transferred from Parima to Samsul for $nil value. Results of Operations Summary of Quarterly Results The table below present's selected financial data for the Company's eight most recently completed quarters. June June ($000) Mar.31 Dec.31 Sept.30 30 Mar.31 Dec.31, Sept.30, 30 2008 2007 2007 2007 2007 2006 2006 2006 Financial results Net loss(income) (3,193) (265) 426 -278 279 988 263 1,020 for period Comprehensive 367 192 743 67 663 - - - loss** Basic and diluted loss 0.02 0.00 0.00 0.00 0.00 0.01 0.00 0.01 (income) per share Expenditures on resource properties 709 1,213 573 591 898 1,009 974 803 Balance sheet data Cash and short term 701 456 1,075 2,147 3,037 4,514 1,529 2,696 deposits Resource 22,346 24,657 23,693 22,865 22,274 21,390 20,451 19,477 properties Total assets 23,903 26,408 25,689 25,910 26,249 26,762 22,875 23,142 Shareholders' 23,428 25,968 25,069 25,074 24,796 25,075 21,869 22,131 equity Selected Annual Information The following financial data has been prepared in accordance with Canadian generally accepted accounting principles in Canadian currency: Year ended Year ended Year ended ($000) December 31 December 31 December 31, 2007 2006 2005 Financial results Net loss for period * 162 2,763 790 Other comprehensive loss** 1,503 - - Basic and diluted loss per share 0.00 0.02 0.01 Expenditures on resource properties 2,988 3,130 2,472 Balance sheet data Cash and cash equivalents 456 4,514 1,082 Mineral properties 24,657 21,390 17,770 Total assets 26,408 26,762 19,889 Shareholders' equity 25,968 25,075 18,600 * Net loss for December 31, 2006 includes $.6M stock-based compensation (2005 - $Nil) and reorganization costs of $0.25m (2005 $nil) ** The Company has reflected in its financial statements as at and for the year ended December 31, 2007 the adjustments and disclosures required by the following CICA Handbook Sections 3855 Financial Instruments - Recognition and Measurement; Section 3861 Financial Instruments - Disclosure and Presentation; Section 3865 - Hedges; Section 1530 Comprehensive Income and Section 3251 Equity. However, the Company did not accurately record the effect of these new pronouncements n the 2007 quarterly financial statements. Management has reflected the appropriate adjustments to comprehensive loss in the Summary of Quarterly Results above Liquidity and Capital The Company does not currently own or have an interest in any producing mineral properties and does not derive any revenues from operations. The Company's activities have been funded through equity financing and the Company expects that it will continue to be able to utilize this source of financing until it develops cash flow from operations. There can be no assurance, however, that the Company will be successful in its efforts. If such funds are not available or other sources of finance cannot be obtained, then the Company will curtail its activities to a level for which funding is available or can be obtained. Most of the capital equipment for operations at Canastra 1 has already been acquired and is included as part of resource properties. The Company has minimal operating lease commitments (refer to Contractual Commitments). These financial statements have been prepared using Canadian generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as the come due. For the three months ended March 31, 2008, the Company reported a loss of $3,193,000 and an accumulated deficit of $74,029,000 at that date. In addition to its ongoing working capital requirements, the Company must secure sufficient funding for existing commitments as well as ongoing mineral property exploration. These circumstances lend substantial doubt as to the ability of the Company to meet its obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. In recognition of these circumstances, the Company has secured funding in the amount of $2,456,000 net of share issue costs at March 31, 2008. This funding, while substantial, is not sufficient to enable the Company to fund all aspects of its operations and, accordingly, management is pursuing other financing alternatives to fund the Company's operations so it can continue as a going concern. Management expects that the Company will be able to secure the necessary financing through a combination of new equity issue or debt instruments and the entering into joint venture arrangements. Nevertheless, there is no assurance that these initiatives will be successful. The Company's ability to continue as a going concern is dependent upon its ability to fund its ongoing operating costs and exploration and development of mineral properties, attain profitable mining operations, or receive proceeds from the disposition of its mineral property interests. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material. Subsequent Events a) April 8, 2008, the Company received $1,435,700 from share subscription receivable. Contractual Commitments Except as outlined below, the Company has no other contractual commitments. 2008 2009 2010 2011 Total Office leases $89 $- $- $- $89 Photocopier leases 9 12 12 1 34 Services agreement with HRG 153 - - - 153 $251 $12 $12 $1 $276 Off Balance Sheet Arrangements The Company has not entered into any off-balance sheet arrangements other than those disclosed in Commitment note 10 of the interim consolidated financial statements. Transactions with Related Parties During the three months ended March 31, 2008 and 2007, the Company entered into the following transactions with related parties: 2008 2007 $ $ HRG Management Ltd. - Kenneth Judge, Kerry Beamish Paid or accrued contractual service costs (note 51,000 53,000 9(a)) Received or accrued miscellaneous office recoveries 7,000 14,000 (note 9(b)) Deposits made (note 9(c)) 80,000 35,000 Hamilton Capital Partners Limited ("HCPL") - Kenneth Judge Paid or accrued consulting fees and office rent 43,000 45,000 Sale of Hidefield shares (note 9(d)) 185,000 - Massif Limited - Stephen L. Fabian Paid or accrued management fees - (note 9(e)) 30,000 35,000 Lang Michener - David Cowan Paid or accrued legal fees - (note 9(f)) 3,000 1,000 Hidefield Gold PLC - Kenneth Judge, Francis Johnstone Accrued or recovered office and technical costs - 25,000 (note 9(g)) a) Effective February 1, 2006, the Company entered into a services agreement with HRG Management Ltd. ("HRG") in which the Company agreed to pay a monthly corporate administration fee of approximately $17,000 that includes office rent, administration, accounting, corporate secretarial, chief financial officer, investor relations and other related services. HRG is a management company jointly owned by the Company and certain other public companies, all of which share office space and staff on a cost recovery basis. The Company share directors and officers in common with HRG. The agreement expires December 31, 2008 and can be terminated by either party prior to expiration with 90 days written notice. b) At March 31, 2008, HRG owed the Company $7,000 (2007 - $9,000) in office recoveries and have normal trade terms. At March 31, 2007, $5,000 was due from companies with common directors of the Company in office recoveries and have normal trade terms. c) At March 31, 2008, included in accounts receivable, prepaids and deposits is $80,000 (2007 - $35,000) of deposits made to HRG for fixed assets and services. d) The Company received proceeds of $185,000 on the sale of 2 million Hidefield Gold plc shares at 4.75 pence from HCPL. e) The Company paid management fees of $30,000 (2007 - $35,000) to Massif Limited, a company in which Stephen L. Fabian is interested. f) Paid or accrued professional fees of $3,000 (2007 - $1,000) to a law firm in which David Cowan, director is a partner. g) Accrued or recovered office and technical costs of $Nil (2007 - - $25,000) from Hidefield Gold PLC ("HIF") have been capitalized to mineral properties. Share Capital Information The table below presents the Company's common share data as of May 12, 2008. Number of Exercise Price Expiry date common shares Common shares, issued and outstanding 194,370,722 Securities convertible into common shares - Warrants $0.70 May 25, 2008 2,500,000 Options $0.25 May 21, 2008 50,000 March 29, $0.65 2009 100,000 October 26, $0.45 2009 3,275,000 $0.41 April 5, 2011 3,150,000 $0.25 July 12, 2012 3,125,000 October 12, $0.25 2012 100,000 206,670,722 Critical Accounting Estimates The preparation of financial statements requires the Company to select from possible alternative accounting principles, and to make estimates and assumptions that determine the reported amounts of assets and liabilities at the balance sheet date and reported costs and expenditures during the reporting period. Estimates and assumptions may be revised as new information is obtained, and are subject to change. The Company's accounting policies and estimates used in the preparation of the Financial Statements are considered appropriate in the circumstances, but are subject to judgments and uncertainties inherent in the financial reporting process. Stock Based Compensation In calculating the value of stock options granted, management is required to make significant estimates in relation to the future volatility of the Company's share price and the period in which stock options will be exercised. The selection of the volatility factor and the estimate of the expected option life will have a significant impact on costs recognized for stock based compensation. The estimates concerning volatility are made with reference to historical volatility, which is not necessarily an accurate indicator of volatility that will be experienced in the future. Management assumes that stock options will remain unexercised until immediately prior to their expiry date, which may not be the case. Carrying Value of Assets The Company reviews the carrying value of mineral properties and deferred exploration costs when there are any events or circumstances that may indicate impairment. Where estimates of future cash flows are available, an impairment charge is recorded if the undiscounted future net cash flows are less than the carrying amount. Reductions in the carrying value of the properties are recorded to the extent the net book value of the property exceeds the discounted value of future cash flows. Where estimates of future cash flows are not available and where other conditions suggest impairment, management assess if carrying value can be recovered and provides for impairment if so indicated. As at March 31, 2008, the Company has written down $3,020,000 in deferred expenses. Asset Retirement Obligations The Company relied on the results of a professional, engineering firm and used the discount and inflation rate as at December 31, 2007 to estimate the fair value of its asset retirement obligations. Changes in Accounting Policies The Company implemented the following accounting policy changes during the period. Effective January 1, 2008, the Company adopted three new accounting standards issued by the Canadian Institute of Chartered Accountants ("CICA"); Section 1535 - Capital Disclosures, Section 3862 - Financial Instruments - Disclosure, Section 3863 - Financial Instruments - Presentation. These standards were adopted on a prospective basis, and as such prior periods have not been restated. a) Section 1535, "Capital Disclosures", establishes standards for disclosing information about an entity's capital and how it is managed. These standards require an entity to disclose the following: i. its objectives, policies and processes for managing capital; ii. summary quantitative data about what the Company views as capital; iii. whether during the period, it complied with any externally imposed capital requirements to which it is subject; iv. when the entity has not complied with such requirement, the consequences of such non-compliance. b) Financial Instruments - Disclosure (Section 3862) and Presentation (Section 3863) These standards replace CICA 3861, Financial Instruments - Disclosure and Presentation. The increased disclosures will enable users to evaluate the significance of financial instruments for an entity's financial position and performance, including disclosures about fair value. In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk. The quantitative disclosures must provide information about the extent to which the entity is exposed to risk, based on information provided internally to the entity's key management personnel. Risk There are significant risks that might affect further development of the Company. Although the Company has prospective diamond projects and has demonstrated that it has the ability to obtain environmental and trial mining permits, there is a risk that these projects will not be economically mineable or that the required permits will be granted in the future. Further, future market prices for diamonds are not predictable. There is also a risk that should additional development of the properties be required, financing may not be obtainable. Repatriation of earnings and capital from Brazil is subject to compliance with registration requirements. There can be no assurance that restrictions on repatriation will not be imposed in the future. Management's Responsibility for Financial Statements The information provided in this report, including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements. Disclosure Controls and Procedures Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the President, Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), on a timely basis so that appropriate decisions can be made regarding public disclosure. An evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures was conducted as of March 31, 2008, by and under the supervision of management, including the CEO and the CFO. Based on this evaluation, the CEO and the CFO have concluded that the Company's disclosure controls and procedures, as defined by Multilateral Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings, are effective to ensure that information required to be disclosed in reports filed or submitted under Canadian securities legislation is recorded, processed, summarized and reported within the time period specified in those rules and forms and reported to senior management so that appropriate decisions can be made regarding public disclosure. Internal Control Over Financial Reporting Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with Canadian GAAP. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. An evaluation of the design of the Company's internal control over financial reporting was conducted as of March 31, 2008, by and under the supervision of management, including the CEO and the CFO. Based on this evaluation, the CEO and the CFO have concluded that the Company's design of internal control over financial reporting, as defined by Multilateral Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings, is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with Canadian GAAP. There have been no changes in internal control over financial reporting during the three months ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Other information Additional information is available on the Company's website at www.braziliandiamonds.com or on SEDAR at www.sedar.com. Consolidated Balance Sheet Expressed in thousands of Canadian Dollars March 31 December 31 2008 2007 $ $ Assets Current assets Cash and cash equivalents 701 456 Accounts receivable, prepaids and deposits 265 240 Due from related parties 7 17 973 713 Investments 584 1,038 Mineral properties 22,346 24,657 23,903 26,408 Liabilities Current liabilities Accounts payable and accrued liabilities 390 336 Hidefield options - 19 Asset retirement obligation 85 85 475 440 Shareholders' Equity Capital stock 95,304 92,848 Share subscription receivable (1,436) - Warrants 519 519 Contributed surplus 2,817 2,817 Deficit (74,029) (70,836) Accumulated other comprehensive income 253 620 23,428 25,968 23,903 26,408 Nature of Operations and Going Concern (note 1) Consolidated Statements of Loss and Deficit (expressed in thousands of Canadian dollars, except per share amounts) Three months Three months ended March 31 ended March 31 2008 2007 $ $ Expenses Corporate administrative services 17 18 Consultants 52 56 Foreign exchange loss - 14 Insurance 13 14 Interest income (1) (34) Investor relations 49 41 Legal and audit 32 39 Office costs 50 41 Regulatory 34 39 Salaries and management fees 30 35 Travel 14 16 290 279 Other (income) expenses Unrealized gain on Hidefield options (19) - Gain on sale of investments (98) - Write-down of mineral properties 3,020 - Loss for the period 3,193 279 Deficit - Beginning of period 70,836 70,674 Deficit - End of period 74,029 70,953 Loss per common share - basic and diluted 0.02 0.002 Weighted average common shares outstanding (000's) 170,125 168,414 Consolidated Statements of Cash Flows (expressed in thousands of Canadian dollars) Three months Three months ended March 31 ended March 31 2008 2007 $ $ Cash flows from operating activities Loss for the period (3,193) (279) Add (deduct) items not affecting cash Amortization - 2 Write down of mineral properties 3,020 - Gain on sale of investments (98) - Unrealized gain on Hidefield options (19) - Changes in non-cash working capital related to operations Accounts receivable, prepaids and deposits (25) (67) Related parties receivable 10 (1) Accounts payable and accrued liabilities 54 (232) (251) (577) Cash flows from financing activities Decrease in long term debt - (2) Issue of shares for private placement 2,596 - Subscription receivable (1,436) - Share issue costs (140) - 1,020 (2) Cash flows from investing activities Deferred mineral property costs (709) (898) Proceeds from sale of Hidefield shares 185 - (524) (898) Increase (decrease) in cash and cash equivalents 245 (1,477) Cash and cash equivalents - Beginning of the period 456 4,514 Cash and cash equivalents - End of the period 701 3,037 Supplemental cash flow information Notes to Consolidated Financial Statements 1. Nature of Operations and Going Concern The Company is engaged in the exploration for and development of mineral resources. The properties of the Company are without a known body of commercial ore, the exploration programs undertaken and proposed constitute an exploratory search, and there is no assurance that the Company will be successful in its search. The Company has not earned any revenue to date from its current operations and is therefore considered to be in the development stage. The business of exploring for minerals and mining involves a high degree of risk, and few properties that are explored are ultimately developed into producing mines. Significant expenses may be required to establish ore reserves, to develop recovery processes, and to construct mining and processing facilities at a particular site. It is not possible to ensure that the current exploration programs planned by the Company will result in a profitable commercial mining operation. Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to prior agreements and non-compliance with regulatory requirements. The Company is actively exploring and maintaining its current mineral property portfolio in Brazil. It expects to selectively explore and develop the portfolio itself, through joint venture or other arrangements. The scheduling and scale of such future activities will depend on results and market conditions. Repatriation of earnings and capital from Brazil is subject to compliance with registration requirements. These financial statements have been prepared using Canadian generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as the come due. For the three months ended March 31, 2008, the Company reported a loss of $3,193,000 and an accumulated deficit of $74,029,000 at that date. In addition to its ongoing working capital requirements, the Company must secure sufficient funding for existing commitments as well as ongoing mineral property exploration. These circumstances lend substantial doubt as to the ability of the Company to meet its obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. In recognition of these circumstances, the Company has secured funding in the amount of $2,456,000 (note 13 (a)) net of share issue costs at March 31, 2008. This funding, while substantial, is not sufficient to enable the Company to fund all aspects of its operations and, accordingly, management is pursuing other financing alternatives to fund the Company's operations so it can continue as a going concern. Management expects that the Company will be able to secure the necessary financing through a combination of new equity issue or debt instruments and the entering into joint venture arrangements. Nevertheless, there is no assurance that these initiatives will be successful. The Company's ability to continue as a going concern is dependent upon its ability to fund its ongoing operating costs and exploration and development of mineral properties, attain profitable mining operations, or receive proceeds from the disposition of its mineral property interests. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material. 2. Significant accounting policies These interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, and they follow the same accounting policies and methods of application as the most recent annual financial statements. Consequently, these statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2007. 3. Investments March 31 2008 Number of Shares Amount % Holding Hidefield Gold plc 7,625,000 $584 2.77% March 31 2007 Number of Shares Carrying value Fair value % Holding Hidefield Gold plc 14,625,000 $634 $2,373 5.32% a) During the period ended March 31, 2008, the Company recognized an unrealized loss of $367,000 (2007 - $Nil) on marketable securities designated as available-for-sale in other comprehensive income. b) On February 8, 2008, the Company sold 2,000,000 Hidefield Gold plc ("Hidefield") shares at a price of 4.75 pence (market value - - 4.20 pence) per share for a total of $185,000 to Hamilton Capital Partners Limited (note 9(d)) and recorded a gain of $98,000 on the sale. c) On January 25, 2008, the Company's 7,125,000 Hidefield options expired and the $19,000 unrealized fair value of the Hidefield options was written down. During the year ended December 31, 2005, the Company sold 12,125,000 Hidefield units to related parties. Each Hidefield unit was sold for 4.5 pence and was comprised of one ordinary common share of Hidefield and an option granted to acquire one additional ordinary share of Hidefield from the Company's remaining shareholding at 6 pence per share ("the Hidefield options"). - ---END OF MESSAGE--- http://hugin.info/139023/R/1218496/255335.htm
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