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Lundin Mining Corporation: Interim Report, Nine Months Period Ended September 30, 2004
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FOR: LUNDIN MINING CORPORATION TSX SYMBOL: LUN NOVEMBER 11, 2004 - 09:30 ET Lundin Mining Corporation: Interim Report, Nine Months Period Ended September 30, 2004 VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 11, 2004) - Lundin Mining Corporation (TSX:LUN) /T/ Operating and Financial Highlights (Amounts in Canadian Dollars unless otherwise indicated) July - September 2004 (2003) - Sales were $21.5 million (none) - Income before income taxes was $5.8 million ($1.2 million) - Net income was $3.6 million corresponding to $0.12 per share ($1.0 million corresponding to $0.13 per share) - Cash flow from operating activities was $3.1 million ($0.4 million) January - September 2004 (2003) - Sales were $24.5 million (none) - Income before income taxes was $5.3 million ($1.8 million) - Net income was $3.6 million corresponding to $0.19 per share ($1.3 million corresponding to $0.17 per share) - Cash flow from operating activities was $5.3 million (-$0.5 million) - Cash as at September 30, 2004 was $32.4 million (December 31, 2003 - $9.1 million) - The Company has no long term debt, other than capital leases, as at September 30, 2004. Zinkgruvan Production - Three months production from Zinkgruvan mine totaled 9,000 tonnes of zinc metal, 7,000 tonnes of lead and 0.4 million ounces of silver, in concentrates. - Nine months production from Zinkgruvan mine totaled 43,000 tonnes of zinc metal, 20,000 tonnes of lead and 1.2 million ounces of silver, in concentrates. - Ore treated for the nine months period was 503,000 tonnes, average grade 9.3% zinc, 4.6% lead and 97 grams per ton silver. - To optimize the life of mine plans, a full review of the Zinkgruvan mine has been initiated. This also includes the timing and possibility in developing the copper mineralization. Selected Financial Information -------------------------------------------------------------------- Pro-forma Three Three Nine Nine Nine Months Months Months Months months ended ended ended ended ended September September September September September ITEM 30, 2004 30, 2003 30, 2004 30, 2003 30, 2004(i) -------------------------------------------------------------------- Sales ($'000) 21,525 - 24,493 - 62,834 -------------------------------------------------------------------- Cost of Sales, excluding depreciation and amortization ($'000) (9,613) - (12,602) - (32,594) -------------------------------------------------------------------- Depreciation and amortization ($'000) (4,315) - (6,008) - (14,794) -------------------------------------------------------------------- Gross margin ($'000) 7,597 - 5,883 - 15,446 -------------------------------------------------------------------- General exploration and project investigation ($'000) (1,424) (41) (2,891) (613) (3,818) -------------------------------------------------------------------- Net income (loss) for the period ($'000) 3,583 1,040 3,645 1,327 7,059 -------------------------------------------------------------------- Operating Cash Flow ($'000) 3,146 425 5,332 (521) 23,793 -------------------------------------------------------------------- The acquisition of Zinkgruvan mine was completed on June 2, 2004 and the Company's income statement includes Zinkgruvan operations from this date. (i) Pro-forma information including the Zinkgruvan mine, assumes that the mine was acquired on January 1, 2004. Key Financial Data ---------------------------------------------------------- January 1 - September 30 2004 2003 ---------------------------------------------------------- Shareholders' equity per share (1) $ 5.71 $ 0.77 Basic income per share $ 0.19 $ 0.17 Diluted income per share $ 0.11 $ 0.18 Dividends NIL NIL Basic weighted average number of shares outstanding 18,928,694 7,709,957 Diluted weighted average number of shares outstanding 19,869,527 7,709,957 Number of shares outstanding at period end 30,539,971 7,709,957 ---------------------------------------------------------- (1) Shareholders' equity per share is defined as the Company's shareholders' equity divided by the number of shares outstanding at period end. /T/ Zinkgruvan Mine The acquisition of the Zinkgruvan mine, located in South Central Sweden, was completed on June 2, 2004 and the Company's income statement reflects Zinkgruvan mine operations from this date. The Company's third quarter report is the first to include the mine's operations for a full quarter. The Company acquired a 100% interest in the Zinkgruvan mine from Rio Tinto Plc ("Rio Tinto"). The purchase price was US$100 million in cash plus payments of Swedish Kronor ("SEK") 39,699,129 for working capital and a US$1 million non-refundable deposit. The acquisition was financed through a public equity offering in Canada and Sweden. The Company issued 20 million common shares at a price of $8 per common share for net proceeds of approximately $152 million. Currently, around 750,000 tonnes of ore is mined per year from Zinkgruvan with grades averaging 8.9% zinc, 4.6% lead and 115 grams per tonne ("g/t") silver. The current production plan for 2004 is approximately 63,000 tonnes zinc metal in concentrate and 31,000 tonnes lead metal in concentrate which contains approximately 1.9 million oz. of silver. In addition to zinc, lead and silver reserves and resources, there is a copper resource of approximately 3.5 million tonnes ("mt") at 3.1% copper adjacent to the existing main zinc ore body from the 650 metre level to the 950 metre level. The Company is in the process of introducing new investment plans, short term operational improvements and a new life of mine development strategy for Zinkgruvan. In July 2004 the Company's exploration permits in Zinkgruvan area were increased by 7,400 hectares and now comprise a total area of 8,500 hectares. Furthermore, the Company has identified a number of highly prospective exploration zones which will be pursued during the remainder of 2004 and early 2005 with the objective to start further drilling activities before end of this year. Since the new share issue in June 2004, Zinkgruvan Mining's external environmental consultants have presented a report on the closure costs based on the present EU regulations. This report indicates a final closure cost which is substantially lower than the SEK 65 million estimated previously. This should reasonably result in a lower demand for the surety to be provided by Zinkgruvan Mining. The report is to be presented to the Swedish Environmental Supreme Court on December 1, 2004. The Norrbotten Gold-Copper Project By an agreement formally executed on March 31, 2004, the Company acquired an option on certain gold-copper properties located in the Kiruna mining district of northern Sweden from Anglo American Exploration BV ("Anglo") and Rio Tinto Mining and Exploration Limited ("Rio"). The properties cover approximately 22,000 hectares and include the copper-gold mineralization found by Anglo-Rio in the Discovery Zone at Rakkurijarvi. During the first half of the year the Company focused exploration drilling on the Rakkurijarvi Discovery Zone. A total of 26 drill holes were completed totalling 3,920 meters which expanded the known Rakkurijarvi copper/gold zone. Mineralized intercepts include 40.5 meters grading 1.4% copper and 0.3 g/t gold and 19.8 meters grading 1.6% copper and 0.4 g/t gold. A second drill program is scheduled to commence later this year to further delineate the deposit. This program will begin in the fourth quarter as soon as frozen ground permits access for a drill machine. In addition to the Rakkurijarvi deposit, the Company has several other targets in the district which are being examined by an ongoing mapping and surveying program designed to define targets for drilling. On November 4, 2004, the Company announced a drilling program has been completed on the Ailatis copper-gold target, located within the area of the Anglo-Rio agreement. The Ailatis target area is located 8 kilometers west of the Rakkurijarvi target. Drilling commenced in early September 2004 and was terminated in late October 2004 of this year. Twenty-three drill holes totaling 2,317 meters were drilled to test a number of chargeability anomalies within an area of four square kilometers where basal till samples of bedrock indicate anomalous values in gold and copper. Underlying bedrock consists of highly altered mafic volcanics, gabbro and conglomerate. Numerous drill holes have been completed previously in the area by the Swedish Geological Survey in 1990, the best of which intersected 17.3 meters grading 0.88% copper. These are historical drill results reported before the implementation of National Instrument 43-101. All drill core was split, sampled and shipped to the preparation lab of North Atlantic Natural Resources AB in Uppsala, Sweden. Samples were subsequently shipped to ALS Chemex Labs in Vancouver, Canada for gold and multi-element analysis. Results of analysis are expected in late November 2004. Storliden Zinc/Copper Mine The Company owns 37% of North Atlantic Natural Resources AB ("NAN"), a publicly traded Swedish company, which holds a 100% interest in the producing Storliden zinc-copper mine located in northern Sweden Production from the Storliden Mine during the first nine months of the year totaled 5,858 tonnes of copper and 15,402 tonnes of zinc. NAN's revenue for the nine months period was $31.6 million (SEK 183.8 million) and operating cash flow was $8.6 million (SEK 49.7 million). Net income to NAN was $4 million (SEK 20.4 million) or $0.11 per share (SEK 0.66 per share). In addition, NAN holds exploration permits covering several areas in and around the Skellefte district. During the fall of 2004, NAN initiated an exploration program focusing on several targets. Drilling in the immediate area surrounding the Storliden mine is aimed at extending the life of the mine. Immediately south of the Skellefte district is the Lappvattnet copper-nickel prospect within an area known as the "Nickel Belt". The third high priority area to be further explored during the coming months is the Copperstone copper project in the northern part of the Skellefte district. Metal Prices Compared to the third quarter last year, lead and silver prices have been considerably higher. The zinc price is still lagging behind the other base metals because of the relatively high inventory levels on LME. However, we have seen a reduction in inventory during the third quarter of 2004. /T/ ---------------------------------------- Third Nine Third Quarter Months Quarter PRICES 2004 2004 2003 ---------------------------------------- Zinc US$/lb 0.44 0.47 0.37 ---------------------------------------- Lead US$/lb 0.42 0.39 0.23 ---------------------------------------- Silver US$/oz 6.45 6.46 4.99 ---------------------------------------- Hedging The Company currently has no hedging in place for either metal production or currency variations. LUNDIN MINING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Amounts in Canadian Dollars unless otherwise indicated) NINE MONTHS ENDED SEPTEMBER 30, 2004 /T/ The following discussion and analysis of the results of operations and financial condition ("MD&A") for Lundin Mining Corporation (which, together with its subsidiaries, is collectively referred to as the "Company") should be read in conjunction with the unaudited interim consolidated financial statements for the nine months ended September 30, 2004 and related notes thereto. The financial information in this MD&A is derived from the Company's consolidated financial statements prepared in accordance with Canadian generally accepted accounting principles. The effective date of this MD&A is November 9, 2004. The acquisition of Zinkgruvan mine was completed on June 2, 2004 and the Company's income statement includes Zinkgruvan operations from this date. Additional information about the Company and its business activities is available on SEDAR at www.sedar.com. Name Change and Listing on the Toronto Stock Exchange ("TSX") Effective August 12, 2004, the name of the Company was changed from South Atlantic Ventures Ltd. to Lundin Mining Corporation and the Company's shares were listed on the TSX. Overview The Company has interests in gold, silver and base metals properties located in Sweden. Some of these properties are held by North Atlantic Natural Resources AB ("NAN"), a publicly traded company on the O-list at Stockholmsborsen, in which the Company currently has a 37 percent interest or 11,580,000 shares. The Zinkgruvan Mine On June 2, 2004, the Company acquired the Zinkgruvan mining operation by purchasing a 100 percent interest in North Mining Svenska AB ("NMS") and a 100 percent indirect interest in Zinkgruvan Mining AB ("ZM") from Rio Tinto Plc ("Rio Tinto"). This 100% interest comprises all of the outstanding shares of NMS and a loan payable by NMS to Rio Tinto, which now is fully repaid. ZM owns the Zinkgruvan mine ("Zinkgruvan") located in Southern Sweden. The purchase price for NMS and ZM was US$100 million in cash plus payments of approximately Swedish Kronor ("SEK") 39.7 million for working capital and a US$1 million non-refundable deposit. In addition, the Company will pay Rio Tinto a maximum of US$5 million in price participation payments based on the performance of zinc, lead and silver prices for a period up to two years. The performance of lead and silver prices in the third quarter 2004 resulted in an additional payment of US$ 0.1 million. The acquisition of Zinkgruvan was financed through a public equity offering in Canada and Sweden. The Company issued 20 million common shares at a price of $8 per common share for net proceeds of approximately $152 million. Since the new share issue in June 2004, Zinkgruvan Mining's external environmental consultants have presented a report on the closure costs based on the present EU regulations. This report indicates a final closure cost which is substantially lower than the SEK 65 million estimated previously. This should reasonably result in a lower demand for the surety to be provided by Zinkgruvan Mining. The report is to be presented to the Swedish Environmental Supreme Court on December 1, 2004. Pro-forma results of operations and cash flow The following is a summary of selected condensed unaudited pro-forma information which assumes that the acquisition of Zinkgruvan had been made on January 1, 2004. /T/ Nine months ended September 30, 2004 ------------ Sales $ 62,834,381 Cost of sales, excluding depreciation and amortization (32,594,398) Depreciation and amortization (14,794,389) ------------ Gross margin $ 15,445,594 ------------ ------------ General exploration and project investigation $ 3,818,412 ------------ ------------ Net income for the period $ 7,059,034 ------------ ------------ Cash flow from operating activities $ 23,792,995 ------------ ------------ /T/ The Norrbotten Gold-Copper Project By agreement dated March 31, 2004, the Company acquired a copper-gold property known as the Norrbotten Project located in the Kiruna mining district in northern Sweden from Anglo American Exploration BV ("Anglo") and Rio Tinto Mining and Exploration Limited ("Rio") (collectively, "Anglo-Rio"). The Company can earn a 100 percent interest in the property by expending a minimum of US$1 million in the first year and a total of US$6 million over a period of three years, and issuing 187,214 shares in the Company with a fair value of US$500,000 to Anglo-Rio. The shares have been issued. The Company has granted a four-year buy back right to Anglo-Rio for the purchase of 60 percent of any proven copper-gold deposit which meets a threshold equivalent to three million tonnes of contained copper (for example, 300 million tonnes at 1 percent Cu). The buy-back right will be at a price equal to three times the expenditures incurred by the Company. Any deposit developed that does not meet this threshold will carry a 2.25 percent NSR royalty to be paid to Anglo-Rio by the Company. Results of operations The Company's net income for the third quarter and the nine months ended September 30, 2004 was $3.6 million and $3.6 million respectively, as compared to $1.0 million and $1.3 million for the same periods of 2003. Results for the three months and nine months ended September 30, 2004 were primarily affected by the acquisition of Zinkgruvan. The Company's consolidated results of operations included revenues and expenses from Zinkgruvan from June 2, the date of acquisition, to September 30, 2004. Revenues from Zinkgruvan for the three months and nine months ended September 30, 2004 were $21.5 million and $24.5 million, respectively. Operating expenses were $11.6 million and $15.3, respectively. Depreciation and amortization expenses were $4.3 million and $6.0 respectively. The operations at Zinkgruvan for the three months ended September 30, 2004 were impacted by lower production than normal but compensated for by higher grades of ore produced and higher metal prices. /T/ ---------------------------------------------------------- Three months Nine months Twelve months ended ended ended Metal September 30, September 30, December 31, Production 2004 2004 2003 ---------------------------------------------------------- Zinc (tonnes) 9,000 43,000 66,000 Lead (tonnes) 7,000 20,000 32,000 Silver (oz.) 424,000 1,173,000 1,800,000 ---------------------------------------------------------- /T/ The Company's equity in the net income of NAN for the third quarter and nine months of 2004 was $282,000 and $1.4 million respectively, as compared to equity income of $896,000 and $2.3 million for the same period in 2003. NAN generated revenues for the third quarter and nine months of 2004 of $10 million (SEK 55.7 million) and $ 33 million (SEK 183.8 million) respectively, as compared to $12 million (SEK 67.8 million) and $36 million (SEK 203.7 million) respectively, for 2003. NAN's net earnings were $1 million (SEK 4.3 million) for the quarter ended September 30, 2004 as compared to $2 million (SEK 13.6 million) for 2003. For the nine months ended September 30, 2004, NAN's net earnings were $4 million (SEK 20.4 million) as compared to $6 million (SEK 34.6 million) for 2003. NAN's net earnings for the third quarter ended September 30, 2004 were less than expected due to the delay in the development of the Eastern Zone at the Storliden Mine, resulting in lower concentrate production than planned due to less tones processed and lower feed grades. The shortfall from the Eastern Zone has to an extent been compensated with tonnage from the Lower Western Zone which has lower head grades and is also harder to grind. This, coupled with lower metal prices than realized in the first quarter of 2004, has had a comparatively negative affect on revenue for the third quarter. It is anticipated results will improve in the fourth quarter when measures now being taken are in effect and higher grade portions of the orebody are mined and processed. /T/ -------------------------------------------------------------------- Three months Nine months Three months Nine months ended ended ended ended NAN's September 30, September 30, September 30, September 30, Production 2004 2004 2003 2003 -------------------------------------------------------------------- Copper metal in concentrates (tonnes) 1,823 5,858 3,209 9,568 Zinc metal in concentrates (tonnes) 4,900 15,402 7,721 25,817 -------------------------------------------------------------------- /T/ General and administrative expenses for the third quarter and nine months ended September 30, 2004 were $2 million and $3.2 million respectively, as compared to $109,000 and $388,000 for 2003, representing an increase of $1.9 million and $2.8 million respectively. The increase is primarily due to the increased in the level of corporate activities and the acquisition of Zinkgruvan. In particular, wages and benefits increased by $743,000 and $1.2 million respectively, and general administrative expenses increased by $855,000 and $1.3 million respectively, compared to the third quarter and nine months ended September 30, 2003. General exploration and project investigation expenses were $1.4 and $2.9 million respectively, as compared to $41,000 and $613,000 for 2003, representing an increase of $812,600 and $2.3 million respectively. General exploration and project investigation expenses comprised mainly of costs incurred on the Norrbotten Project and at Zinkgruvan mine. Interest income for the third quarter and nine months ended September 30, 2004 was $99,000 and $390,000 respectively, as compared to $33,000 and $230,000 respectively for 2003. The increase in interest income is primarily due to the increase in cash from the equity financing completed in June 2004. Exchange gains for the third quarter and nine months ended September 30, 2004 were $1.5 million and $3.2 million respectively, an increase of $1.5 million and $3.3 million respectively, compared to 2003, mainly due to the re-evaluation of provisions for pensions, provisions for assets retirement obligation, and future income tax liabilities of Zinkgruvan. Financial Condition, Liquidity and Capital Resources Working Capital At September 30, 2004, the Company had working capital of $32.5 million as compared to working capital of $8.4 million at December 31, 2003, including cash of $32.4 million as compared to $9.1 million respectively. The improvement in the working capital is primarily due to the equity financing completed during June 2004 and cash flows from operations. Accounts receivable The accounts receivable increased to $6.9 million as at September 30, 2004 from $124,000 at December 31, 2003, primarily as a result of the receivables of Zinkgruvan. Total assets Total assets increased to $255.1 million as at September 30, 2004 from $18.9 million at December 31, 2003. This large increase is primarily due to the acquired inventory and properties, plant and equipment associated with Zinkgruvan. Current liabilities Current liabilities increased to $13.6 million as at September 30, 2004 from $1.8 million at December 31, 2003 due to the liabilities of Zinkgruvan. Long-term liabilities Long-term liabilities have increased to $80.6 million as at September 30, 2004 from $2.8 million at December 31, 2003 due to the acquisition of Zinkgruvan which has large provisions for pensions, provisions for asset retirement obligations and future income tax liabilities in Zinkgruvan. Management of the Company believes that the working capital at September 30, 2004, together with cash flows from operations, is sufficient to fund the Company's normal operating requirements, and its exploration and development expenditures. Restatement The Company has restated its unaudited interim consolidated financial statements for the nine months ended September 30, 2003 to correct for its accounting for income taxes. The restatement had the effect of reducing income tax expense by $256,000, increasing net income by the same amount and increasing basic and diluted earnings per share by $0.03. The Company has also restated the interim consolidated statement of cash flows for the nine months ended September 30, 2003. This restatement had the effect of increasing cash flow from operating activities by $87,000, decreasing cash flow from financing activities by $75,000 and decreasing cash flow from investing activities by $12,000. The Company has also restated its unaudited interim consolidated financial statements for the three and nine months ended September 30, 2003 for the retroactive effect of the change in accounting policy for exploration expenses discuss below. Related Party Transactions The Company has transactions with related parties that are disclosed in Note 6 of the consolidated financial statements. Critical Accounting Policies These unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") for interim financial information and they follow the same accounting policies and methods of application as the audited consolidated financial statements of the Company for the year ended December 31, 2003, except as noted below. Stock-based compensation Effective January 1, 2004, the Company adopted the amended recommendations of the CICA Handbook Section 3870, "Stock-based Compensation and Other Stock-based Payments". Under the amended standards of this Section, the fair value of all stock-based awards granted are estimated using the Black-Scholes model and are recorded in operations over their vesting periods. The compensation costs related to stock options granted after January 1, 2004 is recorded in operations. Previously, the Company provided note disclosure of pro forma net earnings and pro forma earnings per share as if the fair value based method had been used to account for stock options granted to employees, directors and officers after January 1, 2002. The amended recommendations have been applied retroactively from January 1, 2002 without restatement of prior periods. During the three months ended September 30, 2004, the Company granted options to an officer of the Company and accordingly compensation expenses of $338,000 were recorded in operations. Asset Retirement Obligations On January 1, 2004, the Company adopted the recommendations of the CICA Handbook Section 3110, "Asset Retirement Obligations", which requires that the fair value of liabilities for asset retirement obligations be recognized in the period in which they are incurred. A corresponding increase to the carrying amount of the related assets is generally recorded and depreciated over the life of the asset. The amount of the liability is subject to re-measurement at each reporting period. The effect of the change had no material impact on the Company's consolidated financial statements. Exploration expenses The Company has retroactively changed its accounting policy for exploration costs, to be consistent with ZM. Exploration costs are now expensed instead of being deferred. The effect of this change was to decrease the net income for the three and nine months ended September 30, 2004 by $328,000 ($0.01 per share) and $1,546,000 ($0.05 per share), respectively, and to decrease mineral properties and increase the deficit as at December 31, 2003 by $1,058,000. Comparative figures Certain of the comparative figures have been reclassified to conform with the current year's presentation. As a result of the acquisition of Zinkgruvan, the Company has also adopted the following accounting policies during the nine months ended September 30, 2004. Inventories Consumables have been valued at weighted average cost less allowances for obsolescence. Ore and Concentrate stocks have been valued at the lower of production cost and net realizable value. Properties, plant and equipment Tangible fixed assets are recognized as an asset in the balance sheet when, based on available information, it is probable that the future economic benefits associated with the asset will flow to the Company and the cost of the asset can be measured reliably. Provision for pensions ZM has a defined benefit pension plan, which is unfunded. The provision for future benefits is in accordance with Canadian GAAP, using management's best estimate of expected salary escalation and retirement ages. Depreciation and depletion Depreciation is provided on a straight line basis over the estimated economic life of the assets as follow: /T/ Buildings 20-50 years Plant and machinery 5-20 years Equipment 5 years /T/ Depletion of mining properties is made on a unit-of-production basis. Other Provisions A provision, i.e. assets retirement obligation, is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. /T/ Selected Quarterly Information -------------------------------------------------------------------- Financial Data for Quarters -------------------------------------------------------------------- Three Months Sep Jun Mar Dec Sep Jun Mar Dec Ended -04 -04 -04 -03 -03 -03 -03 -02 -------------------------------------------------------------------- A. Total revenue (loss) ($'000) (i) 22,051 3,288 1,166 655 1,510 935 710 259 -------------------------------------------------------------------- B. Income (loss) before extra- ordinary items ($'000) (ii) 3,583 202 (139) (935) 1,040 78 209 (256) -------------------------------------------------------------------- C. Net income (loss) ($'000) (ii) 3,583 202 (139) (935) 1,040 78 209 (256) -------------------------------------------------------------------- D. Diluted income (loss) per share ($) (ii) (iii) 0.11 0.01 (0.01) (0.13) 0.13 0.01 0.03 (0.04) -------------------------------------------------------------------- (i) Consists of sales, interest income, management fee and other income and the equity in the income of the significantly influenced investee. (ii) Has been restated - see Notes 1 and 2 to the financial statements. (iii) The diluted income (loss) per share is determined separately for each quarter. Consequently, the sum of the quarterly amounts may differ from the year to date amount disclosed in the unaudited interim consolidated financial statements as a result of using different weighted average numbers of shares outstanding. /T/ Outstanding Share Data As at November 5, 2004, the Company had 30,539,971 common shares outstanding and 372,500 share options outstanding under its stock-based incentive plans. As at the same date, the Company had 702,500 share purchase warrants outstanding. Outlook Metal Prices Compared to the third quarter last year, lead and silver prices have been considerably higher. The zinc price is still lagging behind the other base metals because of the relatively high inventory levels on LME. However, we have seen a reduction in inventory during the third quarter of 2004. /T/ ---------------------------------------- Third Nine Third Quarter Months Quarter PRICES 2004 2004 2003 ---------------------------------------- Zinc US$/lb 0.44 0.47 0.37 ---------------------------------------- Lead US$/lb 0.42 0.39 0.23 ---------------------------------------- Silver US$/oz 6.45 6.46 4.99 ---------------------------------------- Hedging The Company currently has no hedging in place for either metal production or currency variations. LUNDIN MINING CORPORATION INTERIM CONSOLIDATED BALANCE SHEET (In Canadian Dollars) (Unaudited) September 30, 2004 December 31, (Unaudited) 2003 ------------- ------------- (Restated Note 1) ASSETS Current assets Cash $ 32 446 220 $ 9 097 530 Accounts receivable 7 825 298 124 200 Loan receivable from North Atlantic Natural Resources AB (NAN) - 925 316 Inventories 5 513 141 - Prepaid expenses 272 631 11 657 ------------- ------------- 46 057 290 10 158 703 Long-term receivables 708 085 - Investment in NAN 9 251 876 8 492 814 Properties, plant and equipment Mining properties (Note 3) 175 705 284 256 647 Machinery and other technical equipment 19 564 238 - Future income tax assets 3 829 172 - ------------- ------------- $ 255 115 945 $ 18 908 164 ------------- ------------- ------------- ------------- LIABILITIES Current liabilities Accounts payable and other accrued liabilities $ 4 921 213 $ 775 852 Accrued expenses 4 512 813 - Due to related parties (Note 6) 89 433 1 026 705 Income tax liabilities 4 035 346 - ------------- ------------- 13 558 805 1 802 557 Capital lease obligations 600 822 - Provisions for pensions 15 041 138 - Other provisions 12 875 296 - Future income tax liabilities 38 512 829 1 023 990 ------------- ------------- 80 588 890 2 826 547 ------------- ------------- SHAREHOLDERS' EQUITY Share capital (Note 5) 182 147 937 27 016 912 Contributed surplus 784 560 211 808 Deficit (Notes 1(a) and (c)) (8 257 744) (11 262 034) Cumulative translation adjustments (147 698) 114 931 ------------- ------------- 174 527 055 16 081 617 ------------- ------------- $ 255 115 945 $ 18 908 164 ------------- ------------- ------------- ------------- Approved by the board: "Lukas H. Lundin" "William A. Rand" Director Director LUNDIN MINING CORPORATION INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (In Canadian Dollars) (Unaudited) Three months ended Nine months ended Sept 30, Sept 30, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ (Restatement (Restatement Note 1 Note 1 and 2) and 2) Sales $ 21 524 861 $ - $ 24 492 723 $ - Cost of sales including depreciation and amortization (13 927 765) - (18 610 089) - ------------ ------------ ------------ ------------ Gross margin 7 597 096 - 5 882 633 - ------------ ------------ ------------ ------------ Expenses General exploration and project investigation (1 423 667) (41 369) (2 891 277) (613 105) General and administrative (944 112) (88 866) (1 623 940) (324 144) Stock based compensation (337 865) - (337 865) - Wages and benefits (762 995) (20 256) (1 266 058) (63 877) ------------ ------------ ------------ ------------ (3 468 639) (150 491) (6 119 140) (1 001 126) ------------ ------------ ------------ ------------ Other income (expenses) Management fees 19 607 20 256 59 767 63 877 Interest income 99 403 32 656 390 449 229 898 Other income 125 391 - 172 174 - Other expense (94 895) - (147 626) - Listing on Stockholm Exchange (196 220) - (226 846) - Interest and bank charges (41 941) (61 528) (172 841) (199 933) Foreign exchange gains (losses) 1 452 099 (85 134) 3 151 591 (184 909) ------------ ------------ ------------ ------------ 1 363 444 (93 750) 3 226 669 (91 067) Result before the undernoted 5 491 901 (244 241) 2 990 162 (1 092 193) Termination fee, net - 560 807 - 560 807 Gain on sale of investment in NAN - - 873 020 - Equity in income of significantly influenced investee 282 252 896 074 1 390 249 2 300 333 ------------ ------------ ------------ ------------ Income before income taxes 5 774 153 1 212 640 5 253 431 1 768 947 Future income tax (expense) (2 190 784) (173 032) (1 608 141) (442 062) ------------ ------------ ------------ ------------ Net Income for the period $ 3 583 369 $ 1 039 608 $ 3 645 290 $ 1 326 885 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Basic income per share $ 0.12 $ 0.13 $ 0.19 $ 0.17 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Diluted income per share $ 0.11 $ 0.13 $ 0.18 $ 0.17 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Basic weighted average number of shares outstanding 30 539 971 7 709 957 18 928 694 7 709 957 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Diluted weighted average number of shares outstanding 31 547 471 7 709 957 19 869 527 7 709 957 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ LUNDIN MINING CORPORATION STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED September 30, 2004 (unaudited) Cumulative Contri- Translation Share buted Adjust- Capital Surplus Deficit ments Total ----------------------------------------------------------- As at December 31, 2003 $27 016 912 $211 808 ($10 203 663) $114 931 $ 17 139 988 Cumulative effect of changes in accounting policy (Note 1 (c)) - - (1 058 371) - (1 058 371) --------------------- ----------------------- ------------- As at December 31, 2003, as adjusted 27 016 912 211 808 (11 262 034) 114 931 16 081 617 Cumulative effect of change in accounting policy (Note 1(a)) 52 713 588 287 (641 000) - - Exercise of stock options and warrants 854 250 - - - 854 250 Transfer of contributed surplus on exercise of stock options 353 400 (353 400) - - - Stock based compensation 337 865 337 865 New share issue 153 870 662 153 870 662 Translation adjustment for the period (262 629) (262 629) Net income for the period - - 3 645 290 3 645 290 --------------------- ----------------------- ------------- As at September 30, 2004 $182 147 937 $784 560 ($8 257 744) ($147 698) $174 527 055 --------------------- ----------------------- ------------- --------------------- ----------------------- ------------- LUNDIN MINING CORPORATION NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 (in Canadian Dollars) (Unaudited) /T/ 1. Basis of Presentation The unaudited interim consolidated financial statements of Lundin Mining Corporation (the "Company") are prepared in accordance with Canadian generally accepted accounting principles using the same accounting policies and methods of application as those disclosed in Note 2 to the Company's consolidated financial statements for the year ended December 31, 2003, except as described below. These interim consolidated financial statements do not contain all of the information required by Canadian generally accepted accounting principles for annual financial statements and therefore should be read in conjunction with the Company's 2003 annual audited consolidated financial statements. Effective August 12, 2004, the name of the Company was changed from South Atlantic Ventures Ltd. to Lundin Mining Corporation and the Company's shares were listed on the TSX. The acquisition of Zinkgruvan mine was completed on June 2, 2004 and the Company's statement of operations reflects Zinkgruvan operations from this date. During the nine months ended September 30, 2004, the Company made changes to its accounting policies as follows. (a) Stock-based compensation Effective January 1, 2004, the Company adopted the amended recommendations of the CICA Handbook Section 3870, "Stock-based Compensation and Other Stock-based Payments". Under the amended standards of this Section, the fair value of all stock-based awards granted are estimated using the Black-Scholes model and are recorded in operations over their vesting periods. The compensation costs related to stock options granted after January 1, 2004 are recorded in operations. Previously, the Company provided note disclosure of pro forma net earnings and pro forma earnings per share as if the fair value based method had been used to account for stock options granted to employees, directors and officers after January 1, 2002. The amended recommendations have been applied retroactively from January 1, 2002 without restatement of prior periods. During the three months ended September 30, 2004, the Company granted options to an officer of the Company and accordingly compensation expenses of $338,000 were recorded in operations. (b) Asset Retirement Obligations On January 1, 2004, the Company adopted the recommendations of the CICA Handbook Section 3110, "Asset Retirement Obligations", which requires that the fair value of liabilities for asset retirement obligations be recognized in the period in which they are incurred. A corresponding increase to the carrying amount of the related assets is generally recorded and depreciated over the life of the asset. The amount of the liability is subject to re-measurement at each reporting period. The effect of the change had no material impact on the Company's consolidated financial statements. (c) Exploration expenses The Company has retroactively changed its accounting policy for exploration costs, to be consistent with Zinkgruvan Mining AB ("ZM"). Exploration costs are now expensed instead of being deferred. The effect of this change was to decrease the net income for the three and nine months ended September 30, 2004 by $328,000 ($0.01 per share) and $1,546,000 ($0.05 per share), respectively, and to decrease mineral properties and increase the deficit as at December 31, 2003 by $1,058,000. (d) Certain of the comparative figures have been reclassified to conform with the current year's presentation. As a result of the acquisition of Zinkgruvan, the Company has also adopted the following accounting policies during the nine months ended September 30, 2004. (e) Inventories Consumables have been valued at weighted average cost less allowances for obsolescence. Ore and Concentrate stocks have been valued at the lower of production cost and net realizable value. (f) Properties, plant and equipment Tangible fixed assets are recognized as an asset in the balance sheet when, based on available information, it is probable that the future economic benefits associated with the asset will flow to the Company and the cost of the asset can be measured reliably. (g) Provision for pensions ZM has a defined benefit pension plan, which is unfunded. The provision for future benefits is in accordance with Canadian GAAP, using management's best estimate of expected salary escalation and retirement ages. (h) Depreciation and depletion Depreciation is provided on a straight line basis over the estimated economic life of the assets as follow: /T/ Buildings 20-50 years Plant and machinery 5-20 years Equipment 5 years /T/ Depletion of mining properties is made on a unit-of-production basis. (i) Other Provisions A provision, i.e. assets retirement obligation, is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. 2. Restatement The Company has restated its unaudited interim consolidated financial statements for the nine months ended September 30, 2003 to correct for its accounting for income taxes. The restatement had the effect of reducing income tax expense by $256,000, increasing net income by the same amount and increasing basic and diluted earnings per share by $0.03. The Company has also restated the interim consolidated statement of cash flows for the nine months ended September 30, 2003. This restatement had the effect of increasing cash flow from operating activities by $87,000, decreasing cash flow from financing activities by $75,000 and decreasing cash flow from investing activities by $12,000. The Company has also restated its unaudited interim consolidated financial statements for the three and nine months ended September 30, 2003 for the retroactive effect of the change in accounting policy for exploration expenses (Note 1 (c)). 3. Acquisitions (a) Zinkgruvan Mine The Company acquired, on June 2, 2004, a 100 percent interest in North Mining Svenska AB ("NMS") and a 100 percent indirect interest in Zinkgruvan Mining AB ("ZM") from Rio Tinto Plc ("Rio Tinto"). This 100% interest comprises all of the outstanding shares of NMS and a loan payable by NMS to Rio Tinto. ZM owns the Zinkgruvan mine located in Southern Sweden. The purchase price for NMS and ZM was US$100 million in cash plus payments of SEK 39,699,129 for working capital and a US$1 million non-refundable deposit. In addition, the Company will pay Rio Tinto a maximum of US$5 million in price participation payments based on the performance of zinc, lead and silver prices for a period up to two years. .The performance of lead and silver prices in the third quarter 2004 resulted in an additional payment of US$ 0.1 million. This amount is also included in the purchase price described below. The acquisition was financed through a public equity offering in Canada and Sweden. The Company issued 20 million common shares at a price of $8 per common share for net proceeds of approximately $152 million. The acquisition has been accounted for using the purchase method. The current estimate of the purchase price and the fair value of the net assets acquired are as follows: /T/ Purchase price: Cash paid $ 144 848 291 Acquisition expenses paid with new shares 1 370 400 Acquisition expenses paid in first quarter 257 247 Acquisition expenses paid in second quarter 1 872 353 ------------- $ 148 348 291 ------------- ------------- Net assets acquired: Cash $ 14 289 071 Other working capital, net 2 470 706 Mining properties 175 142 088 Property, plant and equipment 21 546 761 Future income tax assets 3 865 891 Other long-term receivables 709 237 Future income tax liabilities (40 307 452) Provisions for pensions (15 919 768) Other provisions (13 448 244) ------------- $ 148 348 291 ------------- ------------- /T/ The allocation of the purchase price is preliminary in nature and will be amended for events and information that comes to light subsequent to the date of these interim financial statements. (b) Norrbotten Property By agreement dated March 31, 2004, the Company acquired a copper-gold property known as the Norrbotten Project located in the Kiruna mining district in northern Sweden from Anglo American Exploration BV ("Anglo") and Rio Tinto Mining and Exploration Limited ("Rio") (collectively, "Anglo-Rio"). The Company can earn a 100 percent interest in the property by expending a minimum of US$1 million in the first year and a total of US$6 million over a period of three years, and issuing 187,214 shares in the Company with a fair value of US$500,000 to Anglo-Rio. The shares have been issued. The Company has granted a four-year buy back right to Anglo-Rio for the purchase of 60 percent of any proven copper-gold deposit which meets a threshold equivalent to three million tonnes of contained copper (for example, 300 million tonnes at 1 percent Cu). The buy-back right will be at a price equal to three times the expenditures incurred by the Company. Any deposit developed that does not meet this threshold will carry a 2.25 percent NSR royalty to be paid to Anglo-Rio by the Company. 4. Pro-forma result of operations The following is pro-forma condensed consolidated financial information, which assumes that the acquisition of NMS and ZM had been made on January 1, 2004. /T/ Nine months ended September 30, 2004 ------------- Sales $ 62 834 381 Cost of sales including depreciation and amortization (47 388 787) ------------- Gross margin 15 445 594 Administrative expenses (5 622 608) General exploration and project investigation (3 818 412) Other income (expenses) 1 816 315 ------------- Income before the undernoted 7 820 889 Gain on sale of investments in NAN 873 020 Equity in income of significantly influenced investee 1 390 249 ------------- Income before income taxes 10 084 158 Future income tax expense (3 025 124) ------------- Net income for the period $ 7 059 034 ------------- ------------- Diluted income per share $ 0.22 ------------- ------------- Weighted average number of shares outstanding $ 31 478 714 ------------- ------------- Cash Flow from operating activities $ 23 792 995 Cash Flow from financing activities $ 710 126 Cash Flow from investing activities $ (5 176 539) /T/ This pro-forma information is not necessarily indicative of the results of operations that may be obtained in the future. General exploration and project investigation expenses for the third quarter ended September 30, 2004 were $933,000 for ZM and $488,000 for the Norrbotten Project and for the nine months ended September 30, 2004 were $1,186,000 for ZM and $1,706,000 for the Norrbotten Project. 5. Share capital The authorized and issued share capital is as follows: (a) Authorized: Unlimited number of common shares with no par value and one special share with no par value. /T/ ---------------------------------------------------------- Number of shares Amount ---------------------------------------------------------- Common shares issued and outstanding: Balance, December 31, 2003 9,776,457 $ 27,016,912 Cumulative effect of change in accounting policy (Note 1(a)) - 52,713 Equity financing, net of financing expenses (Note 3(a)) 20,000,000 151,845,013 Common shares issued for acquisition expense 171,300 1,370,400 Shares issued to acquire a mineral property (Note 3(b)) 187,214 655,249 Stock options exercised 380,000 798,000 Warrants exercised 25,000 56,250 Transfer of contributed surplus on exercise of stock options - 353,400 ---------------------------------------------------------- Balance, September 30, 2004 30,539,971 $182,147,937 ---------------------------------------------------------- ---------------------------------------------------------- (b) Incentive stock options outstanding and held by directors, officers and employees of the Company are as follows: Weighted- Average Number of Exercise Options Shares Price ------------- ------------ ------------ Outstanding at December 31, 2003 585,000 $3.14 Granted in the third quarter 2004 100,000 $7.75 Exercised in the first quarter 2004 (65,000) $2.10 Exercised in the second quarter 2004 (315,000) $2.10 ------------ ------------ Outstanding at September 30, 2004 305,000 $5.95 ------------ ------------ ------------ ------------ As at September 30, 2004, 205,000 options outstanding expire on December 4, 2005 and 100,000 expire on July 8, 2006. (c) Share purchase warrants outstanding as at September 30, 2004: Number of Exercise Warrants Price Expiry Date --------- -------- ----------------- 360,000 $2.25 December 16, 2004 342,500 $2.25 December 19, 2004 --------- 702,500 --------- --------- /T/ 6. Other related party transactions (a) Charges from related parties During the nine months ended September 30, 2004 and 2003, charges from a company owned by the Chairman of the Company for management and administrative services were $144,000 and $94,000, respectively. At September 30, 2004, $75,059 was due to this company and is included in amounts due to related parties. (b) The Company earned $59,767 and $63,877 during the nine months ended September 30, 2004 and 2003, respectively, in management fees for providing management services to NAN for a fee of US$5,000 per month. 7. Segmented Information The Company is currently engaged in one operating segment, the acquisition, exploration and development of mineral properties, primarily in Sweden. Geographic segmented information is as follows: /T/ ------------------------------------------------------------- Nine months Nine months ended ended September 30, September 30, 2004 2003 ------------------------------------------------------------- Revenues (i) Sweden $ 26,384,064 $ 3,025,975 Canada 121,298 128,940 ------------------------------------------------------------- $ 26,505,362 $ 3,154,915 ------------------------------------------------------------- ------------------------------------------------------------- (i) Consists of sales, interest income, management fee and other income, and the equity in the income (loss) of the significantly influenced investee. /T/ The Company's properties, plant and equipment are located in Sweden and have a carrying value of $195,269,522 at September 30, 2004 (December 31, 2003 - $256,647). The increase in properties, plant and equipment is mainly due to the acquisition of ZM. 8. Employee future benefits Provisions for pension costs for the defined benefit pensions plan for the nine months ended September 30, 2004 were $144,000. /T/ LUNDIN MINING CORPORATION SUPPLEMENTARY INFORMATION TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 (in Canadian Dollars) Key Financial Data ---------------------------------------------------------- January 1 - September 30 2004 2003 ---------------------------------------------------------- Shareholders' equity per share 1 $ 5.71 $ 0.77 Basic income per share $ 0.19 $ 0.17 Diluted income per share $ 0.11 $ 0.18 Dividends NIL NIL Basic weighted average number of shares outstanding 18,928,694 7,709,957 Diluted weighted average number of shares outstanding 19,869,527 7,709,957 Number of shares outstanding at period end 30,539,971 7,709,957 ---------------------------------------------------------- (1) Shareholders' equity per share is defined as the Company's shareholders' equity divided by the number of shares outstanding at period end. 1. LIST OF DIRECTORS AND OFFICERS AT SEPTEMBER 30, 2004: (a) Directors: Brian D. Edgar Edward F. Posey John H. Craig Lukas H. Lundin Pierre Besuchet William A. Rand (b) Officers: Lukas H. Lundin, Chairman Edward F. Posey, President Karl-Axel Waplan, Executive Vice President Operations Wanda Lee, Chief Financial Officer Jean R. Florendo, Corporate Secretary 2. FINANCIAL INFORMATION Lukas H. Lundin and William A. Rand, directors of the Company, signed this report on November 9, 2004. The report for the fourth quarter 2004 will be published on February 24, 2005. 3. OTHER INFORMATION Address (Vancouver office): Lundin Mining Corporation Suite 2101 885 West Georgia Street Vancouver B.C. V6C 3E8 Canada Telephone: +1 604 689 78 42 Fax: +1 604 689 42 50 Address (Sweden office): Lundin Mining AB Hovslagargatan 5 SE-111 48 Stockholm Sweden Telephone: +46 8 545 074 70 Fax: +46 8 545 074 71 Website: www.lundinmining.com. The corporate number of the Company is 306723-8. /T/ -30- FOR FURTHER INFORMATION PLEASE CONTACT: Lundin Mining Corporation Edward F. Posey President +46-705 11 78 42 or Lundin Mining Corporation Karl-Axel Waplan Vice President Operations +46-705 10 42 39 Website: www.lundinmining.com |
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