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UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of:
August 2003
Commission File Number:
000-49946
Alamos Gold Inc.
(Translation of registrants name into English)
Suite 1400 400 Burrard Street
Vancouver, British Columbia, Canada V7X 1A6
(Address of principal executive offices)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Press releases, Aug. 8, 11, 21, and 29, 2003
Material change report, Aug. 8 and 21, 2003
BC FORM 51-901F, Schedule A
BC FORM 51-901F, Schedule B,C
Letter of confirmation
Qualifying Issuer Report, Aug. 27, 2003
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F..XXX .... Form 40-F..
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..XXX...
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __
SEC 1815 (11-2002)
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
Alamos Gold Inc August 8, 2003 Suite 1400, 400 Burrard Street PO Box 48780 Bentall Centre Vancouver, British Columbia Canada V6C 3G2 Telephone: (604) 643-1787 Facsimile: (604) 643-1773 Email: [email protected] Website: www.alamosgold.com Trading Symbol: AGI (TSX Venture)
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
NEWS RELEASE
Alamos Gold Inc. Announces $12,325,000 Private Placement
Vancouver, B.C., Alamos Gold Inc. has engaged RBC Capital Markets as Lead Agent and Haywood Securities Inc. as Co-Agent (collectively the Agents) in connection with a best efforts private placement of 8.5 million units at a price of $1.45 per unit. Each unit will consist of one common share in the capital of Alamos Gold and one-half of a share purchase warrant. Each full warrant will entitle the holder thereof to purchase one additional share of Alamos Gold at a price of $1.75 for a one-year period following closing. The common shares and the warrants comprising the units will be separable immediately upon closing.
The Agents will receive a commission equal to 7% of the gross proceeds raised from the sale of the units.
Gross proceeds from the private placement totaling $12,325,000 will be used by Alamos Gold to conduct feasibility work on its Mulatos deposit, to fund further exploration work in the Salamandra District and for general working capital purposes. This transaction is subject to regulatory acceptance.
Alamos Gold is a precious metals exploration and development company with its Salamandra exploration properties and its Mulatos project, an advanced gold deposit currently in the bankable feasibility phase of development.
| ON BEHALF OF THE BOARD | For further information, please contact: |
|---|---|
| /s/ Chester F. Millar Chester F. Millar President and Chairman of the Board | John A. McCluskey Chief Executive Officer Tel: 416-925-4880 Fax: 416-925-2264 Email: [email protected] Website: www.alamosgold.com |
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
The securities described herein and any securities which may be issued thereunder have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Safe Harbor Statement under the United States Private Securities Litigation Act of 1995: Statement in this release that are forward-looking, including statements relating to the future recovery of the Mulatos Project, are subject to various risks and uncertainties concerning the specific factors identified about in the Companys periodic filings with the Ontario Securities Commission and the U. S. Securities Exchange Commission. Such information contained herein represents managements best judgment as of the date hereof based on information currently available. The Company does not intend to update this information and disclaims any legal liability to the contrary.
Alamos Gold Inc August 11, 2003 Suite 1400, 400 Burrard Street PO Box 48780 Bentall Centre Vancouver, British Columbia Canada V6C 3G2 Telephone: (604) 643-1787 Facsimile: (604) 643-1773 Email: [email protected] Website: www.alamosgold.com Trading Symbol: AGI (TSX Venture)
NEWS RELEASE
Positive Results from Metallurgical Tests on Sulfide Mineralization from Mulatos Gold Project, Sonora, Mexico
Vancouver, British Columbia Alamos Gold Inc. is pleased to announce that metallurgical test work carried out by Resource Development Inc. (RDi) on sulfide-rich gold mineralization from the Company's Mulatos Gold Project indicates a maximum of 87.5 % of the total gold in sulfide mineralization can be leached with cyanide. This test work confirms that Mulatos ore is not refractory due to sulfides and that previous projected heap leach recoveries can be increased with finer crushing and/or extending leach times. The heap leach recovery of finer crushed sulfide ore and the economics of achieving this recovery will be determined with column and bulk sample leaching tests, and engineering currently underway.
Alamos submitted 11 samples of sulfide mineralization from 2 tunnels in the heart of the orebody to RDi for compositing and testing. The results are as follows. The composite sample assayed 1.89 g/t gold, 4.26 % sulfur and 120 ppm copper. Hot cyanide shake tests performed on the pulverized composite sulfide sample indicated 87.5% of the gold was cyanide soluble. Bottle roll tests were performed on the composite sample at a grind of 80 % minus 200 mesh. Cyanidation of the finely ground ore for 72 hours resulted in a gold extraction of 87 %. The extraction vs. leach time curve indicated gold recovery was not complete.
These tests indicate the sulfide ore is not refractory , but leaches at a slow rate. These results in conjunction with cyanide soluble data indicate the finer the particle size the faster it leaches and the more it leaches. This is new, positive data. The ultimate gold deportation from sulfide ore was not known, but it was previously reported that leaching 18 mm (3/4 inch) sulfide ore in a column for 525 days resulted in a gold extraction of 71.5 % compared to 48.9 % gold extraction for 12 mm (1/2 inch) sulfide ore leached in a column for 28 days. These test results were a strong indication to Alamos that sulfide ore gold recoveries might be increased by crushing finer and/or leaching longer. Alamos has now proven this to be so.
Alamos recognized the potential of raising the overall heap leach recovery of the orebody by crushing the ore finer and conducted preliminary field column tests in 2002 on fine crushed (- 1/8 inch) sulfide ores and obtained between 85 and 88% recovery.
With these encouraging results, Alamos contracted RDi to perform an independent review of the previous metallurgical test work on the Mulatos Project. Alamos and RDi developed a series of metallurgical test programs to obtain the data to raise gold recovery. The test programs consist of laboratory, column, crushing and bulk heap leach tests.
The next phase of testing, column tests on bulk samples from 2 tunnels, are in progress at Metcon Research Inc. (Metcon) in Tucson, Arizona. Fine crushing tests with a high pressure grinding roll (HPGR) crusher have been completed on a similar bulk sample at Polysius Corp. in Germany. These samples are being shipped to Metcon for testing to determine if there is a more favorable recovery response and economics from HPGR crushed ores. Alamos personnel are preparing to mine a 2,000 tonne sample from the tunnels for a bulk heap leach test at the mine site in Sonora, Mexico. Alamos will do trade-off studies with the results from these tests. The more favorable economics of crushing ores finer and/or leaching longer to raise overall heap leach recovery will be incorporated in the new Mulatos Feasibility Study that is currently in progress at M3 Engineering in Tucson.
Alamos Gold is a precious metals exploration and development company with its Salamandra exploration properties and its Mulatos project, an advanced gold deposit currently in the bankable feasibility phase of development.
| ON BEHALF OF THE BOARD | For further information, please contact: |
|---|---|
| /s/ Chester F. Millar Chester F. Millar President and Chairman of the Board | John A. McCluskey Chief Executive Officer Tel: 416-925-4880 Fax: 416-925-2264 Email: [email protected] Website: www.alamosgold.com |
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Safe Harbor Statement under the United States Private Securities Litigation Act of 1995: Statements in this release that are forward-looking, including statements relating to the future recovery of the Mulatos Project, are subject to various risks and uncertainties concerning the specific factors identified about in the Companys periodic filings with the Ontario Securities Commission and the U. S. Securities Exchange Commission. Such information contained herein represents managements best judgment as of the date hereof based on information currently available. The Company does not intend to update this information and disclaims any legal liability to the contrary.
Alamos Gold Inc August 21, 2003 Suite 1400, 400 Burrard Street PO Box 48780 Bentall Centre Vancouver, British Columbia Canada V6C 3G2 Telephone: (604) 643-1787 Facsimile: (604) 643-1773 Email: [email protected] Website: www.alamosgold.com Trading Symbol: AGI (TSX Venture)
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
NEWS RELEASE
Alamos Gold Inc. Announces Closing of $12,325,000 Private Placement
Vancouver, B.C., Alamos Gold Inc. has closed the private placement announced August 8, 2003 of 8.5 million units at a price of $1.45 per unit for gross proceeds of $12,325,000. Each unit consists of one common share in the capital of Alamos Gold and one-half of a transferable share purchase warrant. Each full warrant entitles the holder thereof to purchase one additional share of Alamos Gold at a price of $1.75 for a one-year period following closing. The shares, warrants and any shares issuable on exercise of the warrants are subject to a hold period expiring December 22, 2003.
RBC Capital Markets, the Lead Agent, and Haywood Securities Inc., the Co-Agent, have received a commission equal to 7% of the gross proceeds raised from the sale of the units.
Net proceeds from the private placement will be used by Alamos Gold to conduct feasibility work on its Mulatos deposit, to fund further exploration work in the Salamandra District and for general working capital purposes.
Alamos Gold is a precious metals exploration and development company with its Salamandra exploration properties and its Mulatos project, an advanced gold deposit currently in the feasibility phase of development.
| ON BEHALF OF THE BOARD | For further information, please contact: |
|---|---|
| /s/ Chester F. Millar Chester F. Millar President and Chairman of the Board | John A. McCluskey Chief Executive Officer Tel: 416-925-4880 Fax: 416-925-2264 Email: [email protected] Website: www.alamosgold.com |
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
The securities described herein and any securities which may be issued thereunder have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Safe Harbor Statement under the United States Private Securities Litigation Act of 1995: Statement in this release that are forward-looking, including statements relating to the future recovery of the Mulatos Project, are subject to various risks and uncertainties concerning the specific factors identified about in the Companys periodic filings with the Ontario Securities Commission and the U. S. Securities Exchange Commission. Such information contained herein represents managements best judgment as of the date hereof based on information currently available. The Company does not intend to update this information and disclaims any legal liability to the contrary.
Alamos Gold Inc August 29, 2003 Suite 1400, 400 Burrard Street PO Box 48780 Bentall Centre Vancouver, British Columbia Canada V6C 3G2 Telephone: (604) 643-1787 Facsimile: (604) 643-1773 Email: [email protected] Website: www.alamosgold.com Trading Symbol: AGI (TSX Venture)
NEWS RELEASE
Judgment on the Ejido Lawsuit
Vancouver, B.C. - Alamos Gold Inc. announces that a judgment was rendered by the Agrarian Court concerning two disputes between the Company and the Mulatos Ejido in Hermosillo, Mexico. The Ejido (the surface rights holders), disputed the validity of the 1995 Surface Agreement and the Companys right to reduce the amount of land under its lease to develop the Mulatos, Escondida and El Victor deposits and its annual lease payments.
The Court found in favour of the Mulatos Ejido on the payment issue on the basis that the Company did not correctly notify the Mulatos Ejido of the area and price reductions notwithstanding the notices and tender of a reduced lease payment by the Company. The Court ruled that the Mulatos Ejido were entitled to be paid US$336,972 in the year 2002 and US$334,375 in the year 2003.
The Court denied the claim to void the 1995 Surface Agreement. Accordingly, the Company is of the view that it is entitled to reduce the area and yearly payments by providing proper notice. The Company intends to reduce the lease area and bring its yearly payments down to approximately US$53,000 annually.
The Company and its counsel are in the process of reviewing the 425 page judgment in detail and intend to lodge an appeal. Notwithstanding the results of the lawsuit, the Mulatos Ejido officials and the Company have been conducting meetings and are working toward improving communications to establish a baseline of information for negotiation and increased cooperation.
| ON BEHALF OF THE BOARD | For further information, please contact: |
|---|---|
| /s/ Chester F. Millar Chester F. Millar President and Chairman of the Board | John A. McCluskey Chief Executive Officer Tel: 416-925-4880 Fax: 416-925-2264 Email: [email protected] Website: www.alamosgold.com |
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Safe Harbor Statement under the United States Private Securities Litigation Act of 1995: Statement in this release that are forward-looking, including statements relating to the future recovery of the Mulatos Project, are subject to various risks and uncertainties concerning the specific factors identified about in the Companys periodic filings with the Ontario Securities Commission and the U. S. Securities Exchange Commission. Such information contained herein represents managements best judgment as of the date hereof based on information currently available. The Company does not intend to update this information and disclaims any legal liability to the contrary.
MATERIAL CHANGE REPORT
Form 53-901F under Section 85(1) of the British Columbia Securities Act
Form 27 under Section 118(1) of the Alberta Securities Act
Form 27 under Section 75(2) of the Ontario Securities Act
(Individually, the Act and collectively, the Securities Acts)
1. Reporting Issuer
State the full name and address of the principal office in Canada of the reporting issuer:
Alamos Gold Inc. (Alamos)
1400th Floor 400 Burrard Street
P.O. Box 48780, Bentall Centre
Vancouver, BC V7X 1A6
2. Date of Material Changes
State the date of the material change. August 8, 2003
3. Press Release
State the date and place(s) of issuance of the press release issued under Section 85(1)(BC), Section 118(1) (AB) and Section 75(1) (ON) of the Securities Act. The press release dated August 8, 2003 was filed with the TSX Venture Exchange and the Provincial Securities Commissions via SEDAR and disseminated through CCN Matthews and various other approved public media.
4. Summary of Material Change
Provide a brief but accurate summary of the nature and substance of the material change. Alamos has engaged RBC Capital Markets as Lead Agent and Haywood Securities Inc. as Co-Agent (collectively the Agents) in connection with a best efforts private placement of 8.5 million units at a price of $1.45 per unit.
5. Full Description of Material Change
Alamos has engaged RBC Capital Markets as Lead Agent and Haywood Securities Inc. as Co-Agent (collectively the Agents) in connection with a best efforts private placement of 8.5 million units at a price of $1.45 per unit. Each unit will consist of one common share in the capital of Alamos and one-half of a share purchase warrant. Each full warrant will entitle the holder thereof to purchase one additional share of Alamos at a price of $1.75 for a one- year period following closing. The common shares and the warrants comprising the units will be separable immediately upon closing. The Agents will receive a commission equal to 7% of the gross proceeds raised from the sale of the units.
Gross proceeds from the private placement totaling $12,325,000 will be used by Alamos to conduct feasibility work on its Mulatos deposit, to fund further exploration work in the Salamandra District and for general working capital purposes. The transaction is subject to regulatory acceptance.
6. Reliance on Section 85(2) (BC), Section 118(2) (AB) and Section 75(3) (ON) of the Securities Acts
Not applicable.
7. Omitted Information
Not applicable.
8. Senior Officers
The following senior officer of Alamos is knowledgeable about the material change and may be contacted by the Commission at the following address and telephone number:
Nerio V. Cervantes, Chief Financial Officer
1400th Floor, 400 Burrard Street
P.O. Box 48780, Bentall Centre
Vancouver, BC V7X 1A6
Telephone: 604-643-1787
9. Statement of Senior Officer
The foregoing accurately discloses the material changes referred to herein.
DATED at Vancouver, B.C., this 11th day of August, 2003.
/s/ Nerio V. Cervantes
_____
Nerio V. Cervantes, Chief Financial Officer
IT IS AN OFFENCE UNDER THE SECUTIES ACT AND THE ALBERTA SECURITIES COMMISSION RULES FOR A PERSON OR COMPANY TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THE RULES THAT, AT THE TIME AND IN LIGHT OF CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
ANY FEE PAYABLE TO THE ALBERTA SECURITIES COMMISSION UNDER THE SECURITIES ACT , THE SECURITIES REGULATION AND THE ALBERTA SECURITIES COMMISSION RULES SHALL BE PAID TO THE ALBERTA SECURITIES COMMISSION IN ACCORDANCE WITH THE REQUIREMENTS OF THE FEE SCHEDULE TO THE SECURITIES REGULATION. ANY FAILURE TO ACCOMPANY A FORM OR APPLICATION WITH THE PRESCRIBED FEE SHALL RESULT IN THE RETURN OF THAT FORM OR APPLICATION.
MATERIAL CHANGE REPORT
Form 53-901F under Section 85(1) of the British Columbia Securities Act
Form 27 under Section 118(1) of the Alberta Securities Act
Form 27 under Section 75(2) of the Ontario Securities Act
(Individually, the Act and collectively, the Securities Acts)
1. Reporting Issuer
State the full name and address of the principal office in Canada of the reporting issuer:
Alamos Gold Inc. (Alamos)
1400th Floor 400 Burrard Street
P.O. Box 48780, Bentall Centre
Vancouver, BC V7X 1A6
2. Date of Material Changes
State the date of the material change. August 21, 2003
3. Press Release
State the date and place(s) of issuance of the press release issued under Section 85(1)(BC), Section 118(1) (AB) and Section 75(1) (ON) of the Securities Act. The press release dated August 21, 2003 was filed with the TSX Venture Exchange and the Provincial Securities Commissions via SEDAR and disseminated through CCN Matthews and various other approved public media.
4. Summary of Material Change
Provide a brief but accurate summary of the nature and substance of the material change. Alamos has closed a private placement of 8.5 million units at a price of $1.45 per unit for gross proceeds totaling $12,325,000.
5. Full Description of Material Change
Alamos has closed the private placement announced August 8, 2003 of 8.5 million units at a price of $1.45 per unit for gross proceeds of $12,325,000. Each unit consists of one common share in the capital of Alamos and one-half of a transferable share purchase warrant. Each full warrant entitles the holder thereof to purchase one additional share of Alamos at a price of $1.75 for a one-year period following closing. The shares, warrants and any shares issuable on exercise of the warrants are subject to a hold period expiring December 22, 2003.
RBC Capital Markets, the Lead Agent, and Haywood Securities Inc., the Co-Agent, have received a commission equal to 7% of the gross proceeds raised from the sale of the units.
Net proceeds from the private placement will be used by Alamos to conduct feasibility work on its Mulatos deposit, to fund further exploration work in the Salamandra District and for general working capital purposes.
6. Reliance on Section 85(2) (BC), Section 118(2) (AB) and Section 75(3) (ON) of the Securities Acts
Not applicable.
7. Omitted Information
Not applicable.
8. Senior Officers
The following senior officer of Alamos is knowledgeable about the material change and may be contacted by the Commission at the following address and telephone number:
Nerio V. Cervantes, Chief Financial Officer
1400th Floor, 400 Burrard Street
P.O. Box 48780, Bentall Centre
Vancouver, BC V7X 1A6
Telephone: 604-643-1787
9. Statement of Senior Officer
The foregoing accurately discloses the material changes referred to herein.
DATED at Vancouver, B.C., this 22nd day of August, 2003.
/s/ Nerio V. Cervantes
_____
Nerio V. Cervantes, Chief Financial Officer
IT IS AN OFFENCE UNDER THE SECUTIES ACT AND THE ALBERTA SECURITIES COMMISSION RULES FOR A PERSON OR COMPANY TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THE RULES THAT, AT THE TIME AND IN LIGHT OF CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
ANY FEE PAYABLE TO THE ALBERTA SECURITIES COMMISSION UNDER THE SECURITIES ACT , THE SECURITIES REGULATION AND THE ALBERTA SECURITIES COMMISSION RULES SHALL BE PAID TO THE ALBERTA SECURITIES COMMISSION IN ACCORDANCE WITH THE REQUIREMENTS OF THE FEE SCHEDULE TO THE SECURITIES REGULATION. ANY FAILURE TO ACCOMPANY A FORM OR APPLICATION WITH THE PRESCRIBED FEE SHALL RESULT IN THE RETURN OF THAT FORM OR APPLICATION.
June 30, 2003
BC FORM 51-901F
QUARTERLY AND YEAR END REPORT
Incorporated as part of:
X
Schedule A
Schedule B & C
ISSUER DETAILS:
NAME OF ISSUER
ALAMOS GOLD INC.
ISSUED ADDRESS
1400-400 BURRARD STREET, VANCOUVER, B.C. V6C 3G2
ISSUER TELEPHONE NUMBER
(604) 643-1787 FAX (604) 643-1773
CONTACT NAME
NERIO V. CERVANTES
CONTACT POSITION
CHIEF FINANCIAL OFFICER
CONTACT TELEPHONE NUMBER
(604) 643-1787
FOR QUARTER ENDED
JUNE 30, 2003
DATE OF REPORT
AUG. 27, 2003
CERTIFICATE
(a)
THE SCHEDULE(S) REQUIRED TO COMPLETE THIS QUARTERLY REPORT ARE ARE ATTACHED AND THE DISCLOSURE CONTAINED THEREIN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS. A COPY OF THIS REPORT WILL BE PROVIDED TO ANY SHAREHOLDER WHO REQUESTS IT. PLEASE NOTE
(b)
THIS FORM IS INCORPORATED AS PART OF BOTH THE REQUIRED FILING OF SCHEDULE A AND SCHEDULES B & C.
CHESTER F. MILLAR
CHESTER F. MILLAR
2003/08/27
SIGNATURE OF DIRECTOR
NAME OF DIRECTOR DATE SIGNED (YY/MM/DD)
JAMES M. MCDONALD
JAMES M. McDONALD
2003/08/27
SIGNATURE OF DIRECTOR
NAME OF DIRECTOR DATE SIGNED (YY/MM/DD)
ALAMOS GOLD INC.
(Formerly Alamos Minerals Ltd.)
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
AS AT June 30
(Expressed in U.S. Dollars)
A S S E T S
2003
2002
$
$
CURRENT
Cash and cash equivalents
987,152
523,314
Amounts Receivable
70,748
25,051
Advances and Prepaid Expenses
40,605
43,663
1,098,505
592,028
LONG TERM INVESTMENT
(Note3 )
3,169
9,007
CAPITAL ASSETS
( Note 4)
138,996
69,274
MINERAL PROPERTIES
(Note 5)
16,156,596
1,906,432
17,397,267
2,576,741
==========
==========
L I A B I L I T I E S
CURRENT
Accounts Payable and Accrued liabilities
222,551
10,991
Note Payable
(note 6)
3,750,000
1,366,121
3,972,551
1,377,112
SHAREHOLDERS EQUITY
Share Capital
(Note 10)
21,312,565
8,369,044
Deficit
(7,887,849)
(7,169,416)
13,424,716
1,199,628
17,397,267
2,576,741
============
===========
APPROVED BY THE BOARD OF DIRECTORS:
Chester F. Millar
James M. McDonald
Chester F. Millar
James M. McDonald
ALAMOS GOLD INC.
(Formerly Alamos Minerals Ltd.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT (UNAUDITED)
(Expressed in U.S. Dollars)
Three Months Ended
Six Months Ended
June 30
June 30
June 30
June 30
2003
2002
2003
2002
EXPENSES
Amortization
2,431
5,742
4,713
11,511
Management Fees
25,981
11,043
53,231
65,559
Foreign Exchange Gain
(82)
0
(139,069)
(14,546)
Legal, Audit and Accounting
114,393
33,881
204,966
47,643
Office & Administration
144,098
12,908
251,091
23,782
Property Investigations
0
6,753
0
6,753
Shareholder Communications
16,248
3,773
25,576
4,953
Travel and accommodation
9,120
2,813
18,112
2,813
Trust and Filing
7,232
6,082
19,077
7,332
Interest Income
(3,165)
(1,010)
(5,099)
(1,432)
316,255
81,985
432,597
154,368
LOSS FOR THE PERIOD
(316,255)
(81,985)
(432,597)
(154,368)
DEFICIT-BEGINNING OF PERIOD
(7,571,594)
(7,087,430)
(7,555,252)
(7,015,047)
_______
______
_____
DEFICIT END OF PERIOD
(7,887,849)
(7,169,415)
(7,887,849)
(7,169,415)
============
============
===========
==========
LOSS PER SHARE
($0.009)
($0.005)
($0.013)
($0.010)
============
============
===========
==========
ALAMOS GOLD INC.
(Formerly Alamos Minerals Ltd.)
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(Expressed in U.S. Dollars)
Three Months Ended
Six Months Ended
June 30
June 30
June 30
June 30
2003
2002
2003
2002
$
$
$
$
Cash Provided By (Used For):
Operating Activities:
Net Loss for the Period
(316,255)
(81,986)
(432,597)
(154,369)
Adjustment for Items Not
Involving Cash:
Amortization
2,431
5,742
4,713
11,511
(313,824)
(76,244)
(427,884)
(142,858)
Changes in Non Cash Working Capital:
Amounts Receivable
17,909
8,808
25,185
(2,964)
Advances & Prepaid Expenses
(4,194)
(30,447)
(27,783)
(24,167)
Accounts Payable &
Accrued Liabilities
7,272
(3,180)
(85,348)
(16,024)
(292,837)
(101,063)
(515,830)
(186,013)
Investing Activities
Mineral Property Costs
(369,262)
(142,335)
(2,808,840)
(380,485)
Capital Asset
(5,374)
(369,262)
(142,335)
(2,814,214)
(380,485)
Financing Activities:
Proceeds from long term debt
3,750,000
Proceeds from the issue of common shares
434,099
1,728,655
Payment of note payable*
(1,769,565)
Liability to issue shares
617,180
801,842
434,099
617,180
3,709,090
801,842
Cash acquired from amalgamation with
National Gold
-
-
120,817
Net decrease in cash and cash equivalents
(228,000)
373,782
499,863
235,344
Cash and cash equivalents
Beginning of the period
1,215,152
149,532
487,289
287,970
Cash and cash equivalents
End of the period
987,152
523,314
987,152
523,314
==========
==========
==========
==========
Supplemental Information:
National Gold prior to amalgamation
Refer to Note 11 for non-cash investing and financing activities.
ALAMOS GOLD INC.
(Formerly Alamos Minerals Ltd.)
CONSOLIDATED STATEMENTS OF CUMULATIVE MINERAL PROPERTY COSTS (UNAUDITED)
(Expressed in U.S. Dollars)
Dec. 31
Expenditures
Dec. 31
Jan-Dec. 2002
Dec. 31
Expenditures
June 30
2000
2001
2001
Expenditures
2002
2003
2003
MULATOS PROJECT
Acquisition
414,592
414,592
2,713,516
3,128,108
10,717,681
( A)
13,845,789
Exploration & Development:
Mine Administration
61,205
61,205
16,327
77,532
Analytical
15,943
15,943
4,262
20,205
Field Work & Supplies
32,701
32,701
520,554
553,255
262,818
816,073
Geological services &
consulting
27,144
27,144
105,999
133,143
139,354
272,497
Property Maintenance
15,907
15,907
4,415
20,322
25,862
46,185
Equipment Rental
10,250
10,250
Travel & Accommodation
4,667
4,667
35,476
40,143
21,217
61,360
0
495,011
495,011
3,457,108
3,952,120
11,197,772
15,149,891
LA FORTUNA
Acquisition
295,300
295,300
295,300
295,300
Exploration & Development:
Analytical
28,714
28,714
28,714
28,714
Field Work & Supplies
347,776
347,776
347,776
347,776
Geological services &
consulting
226,336
226,336
226,336
226,336
Property Maintenance
66,678
1,960
68,638
2,331
70,969
2,414
73,383
Travel & Accommodation
35,196
35,196
35,196
35,196
1,000,000
1,960
1,001,960
2,331
1,004,291
2,414
1,006,705
Total Mineral
Property Costs
1,000,000
496,971
1,496,971
3,459,439
4,956,410
11,200,186
16,156,596
========
=======
=======
========
=======
========
=========
Refer to Note 11
ALAMOS GOLD INC.
(formerly Alamos Minerals Ltd. "Alamos")
Consolidated Notes to the Financial Statements
( Expressed in U.S. Dollars)
1.
NATURE OF OPERATIONS
The Companys activity is the acquisition and exploration of property interests that are considered sites of economic mineralization. These activities are currently conducted primarily in Mexico.
The Company acquired and amalgamated with National Gold Corporation ("National") on February 21, 2003, whereby the shareholders of the Company received one share of the amalgamated Company for every two shares of the Company held, and the shareholders of National received one share of the amalgamated Company for each 2.352 shares of National they held. The acquisition has been accounted for as a purchase with Alamos identified as the acquirer since the shareholders of Alamos owned 60% of the shares of the amalgamated company.
Refer to note 9.
2.
BASIS OF PRESENTATION
These interim financial statements have been compiled using the same accounting policies and measurement criteria as those utilized in the preparation of the Company's audited financial statements dated December 31, 2002, and should be read in conjunction with those annual statements.
3.
LONG TERM INVESTMENT
The Company owns 100,000 common shares of Duran Ventures Ltd., carried at a cost of $3,169.
4.
CAPITAL ASSETS
June 30
2003 2002
Accumulataed
Net Book
Accumulated
Net Book
Cost
Amortization
Value
Cost
Amortization
Value
$
$
$
$
$
$
Exploration equipment
537,402
420,379
117,023
451,214
389,768
61,446
Office Equipment
31,837
19,772
12,065
23,195
17,307
5,888
Computer equipment
17,140
7,232
9,908
6,817
4,877
1,940
586,379
447,383
138,996
481,226
411,952
69,274
======
======
======
======
======
=======
ALAMOS GOLD INC.
(formerly Alamos Minerals Ltd. "Alamos")
Consolidated Notes to the Financial Statements
( Expressed in U.S. Dollars)
5.
MINERAL PROPERTIES
The Company's properties are located in Mexico and its interest in these properties is maintained under agreements with the titleholders. The Company is satisfied that evidence of title to each of its mineral properties is adequate and acceptable by prevailing industry standards with respect to the current stage of exploration on the properties.
a) State of Sonora, Mexico
Salamandra Project
The Company had acquired a 100% interest in this project, which comprises approximately 16,000 hectares, in consideration for the payment of CDN $11,154,011 in acquisition costs and assigned expenses.
The property is subject to a sliding scale net smelter royalty ("NSR") on the first 2,000,000 ounces of production. The royalty commences at 1% NSR when the price of gold is less than U.S. $300 per ounce, rising to 5% NSR when the price of gold exceeds U.S, $400 per ounce.
Refer to note 11.
b) La Fortuna Property
Durango, Mexico
The Company owns a 100% interest in two mineral concessions, covering approximately 606 hectares, which were written-down in 2000 to their estimated fair value of $1 million.
6.
NOTE PAYABLE
The Company arranged a loan of Cdn $5.7 million, of which Cdn $5.6 million was used to discharge the Cdn $7,500,000 of debentures issued by National to acquire the Salamandra Project. These debentures were discounted to Cdn $5.6 million upon prepayment on January 31, 2003.
7.
RELATED PARTY TRANSACTIONS
Directors of the Company were paid an aggregate of $131,457 (2002 - $85,695) for management, investor relations, accounting and administrative services. These fees have been paid in the normal course of operations and are measured at the exchange amount, which is that amount of consideration established and agreed to by the related parties.
ALAMOS GOLD INC.
(formerly Alamos Minerals Ltd. "Alamos")
Consolidated Notes to the Financial Statements
( Expressed in U.S. Dollars)
8.
SEGMENTED INFORMATION
AS AT
June 30
December 31,
2003
2002
$
$
Assets by geographic segment, at cost:
Mexico
16,562,290
5,109,621
Canada
834,977
911,995
17,397,267
6,021,616
=========
=========
9.
LOSS PER SHARE
Loss per share has been calculated using the weight-average number of shares outstanding during the year. Fully-diluted loss per share has not been disclosed as it is anti-dilutive.
10.
SHARE CAPITAL
a)
Authorized share capital of the Company consists of 1,000,000,000 common shares without par value.
Number of
Total
Shares
$
Issued at December 31, 2002
32,624,647
11,583,910
Warrants exercised
7,078,617
1,061,971
39,703,264
12,645,881
Consolidation (2:1)
(19,851,632)
Acquisition of National Gold
13,373,291
8,000,000
Stock options exercised
175,383
60,931
Warrants exercised
1,056,684
605,753
Issued at June 30, 2003
34,456,990
21,312,565
===========
===========
ALAMOS GOLD INC.
(formerly Alamos Minerals Ltd. "Alamos")
Consolidated Notes to the Financial Statements
( Expressed in U.S. Dollars)
SHARE CAPITAL (continued)
b)
Stock options outstanding at June 30, 2003
Number Expiry Date
Exercise Price
Cdn$
42,517
February 23, 2006
0.47
100,000
February 5, 2007
0.64
14,881
February 18, 2007
0.71
632,500
June 3, 2007
1.16
500,000
July 22, 2007
1.00
600,000
January 30, 2008
0.76
75,000
March 13, 2008
0.92
1,964,898
=========
Summary of Stock Option Activity
Weighted Average
Shares
Exercise Price
Cdn$
Balance, beginning of period
2,128,061
0.93
Exercised
(95,663)
0.45
Expired
(67,500)
1.30
Balance, end of period
1,964,898
0.99
=========
c)
Warrants outstanding at June 30, 2003 are as follows:
Number Expiry Date
Exercise Price
Cdn$
1,922,354
July 22, 2003
0.90
487,663
September 21, 2003
0.82
2,562,500
October 11, 2003
0.90
107,355
November 1, 2003
0.82
771,684
April 16, 2004
0.94
370,535
April 16, 2004
1.41
42,730
April 29, 2004
0.82
212,585
May 7,2004
0.94
548,275
July 19, 2004
0.56
747,165
September 5, 2004
1.06
7,772,847
==========
ALAMOS GOLD INC.
(formerly Alamos Minerals Ltd. "Alamos")
Consolidated Notes to the Financial Statements
( Expressed in U.S. Dollars)
SHARE CAPITAL (continued)
d)
Stock-based compensation
The fair value of stock options determined in the calculation of compensation expense is estimated using the Black-Scholes Option Pricing Model which following assumptions; risk-free interest rate - 4.3%; expected dividend yield - Nil; expected stock price volatility - 47%; and expected option life - 5 years.
The pro forma effect on net loss and loss per share for the period ended June 30, 2003 for the stock options granted to directors and employees using the fair value method, is as follows:
Net loss for the
Basic and diluted
period
loss per share
$
$
Reported
(432,597)
0.01
Pro-forma
(976,483)
0.03
Option pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the stock. Changes in these assumptions can materially affect the fair value estimate, and therefore it is management's view that the existing models do not necessarily provide a single reliable measure of the fair value of the Company's stock option grants.
11.
ACQUISITION OF NATIONAL GOLD
The Company acquired on February 21, 2003, all of the outstanding shares of National Gold Corporation ("National"), the Company's joint venture partner on the Salamandra property, by the issue of 13,373,291 shares of the Company valued at $8,000,000. The acquisition has been accounted for by the purchase method and the operating results of National are included in the consolidated statement of operations from the effective date of the acquisition.
ALAMOS GOLD INC.
(formerly Alamos Minerals Ltd. "Alamos")
Consolidated Notes to the Financial Statements
( Expressed in U.S. Dollars)
ACQUISITION OF NATIONAL GOLD (continued)
Details of assets and liabilities acquired are as follows :
$
Cash
120,817
Accounts receivable and prepaid expenses
56,900
Deferred costs (Salamandra Property)
4,328,466
Capital Assets
65,749
Accounts payable
(184,506)
Due to Alamos Gold
(2,314,055)
Net assets acquired
2,073,371
Value allocated to mineral properties
5,926,629
Share consideration
8,000,000
============
12.
CONTINGENCIES
a)
A claim has been made against the Company for damages under a mineral property acquisition agreement that the Company did not complete. The plaintiff has claimed a loss of U.S. $105,000. The Company denies the claim and has not made any provision for it in the financial statements. Any amount ultimately paid in connection with any settlement will be recorded in the accounts at the time of payment.
b)
The Company has reduced the surface area of the Salamandra Project that is leased from the local Ejido of the village of Mulatos as allowed under the lease. The reduction in the surface area under lease is being challenged by the Ejido in the Agrarian Court. The Company is continuing with certain of its obligations under the lease and does not anticipate a material unfavourable outcome.
c)
A claim has been made against the Company by a former director and senior officer of National who is demanding CDN$285,000 and the vesting of 600,000 pre-amalgamation stock options. The Company denies it has any liability and accordingly has not accrued any amount for the claims. Should any amount ultimately be paid they will be recorded in the accounts at the time of payment.
BC FORM 51-901F
QUARTERLY AND YEAR END REPORT
Incorporated as part of:
Schedule A
X
Schedule B & C
ISSUER DETAILS:
NAME OF ISSUER
ALAMOS GOLD INC.
ISSUED ADDRESS
1400-400 BURRARD STREET, VANCOUVER, B.C. V6C 3G2
ISSUER TELEPHONE NUMBER
(604) 643-1787 FAX (604) 643-1773
CONTACT NAME
NERIO V. CERVANTES
CONTACT POSITION
CHIEF FINANCIAL OFFICER
CONTACT TELEPHONE NUMBER
(604) 643-1787
FOR QUARTER ENDED
JUNE 30, 2003
DATE OF REPORT
AUG. 27, 2003
CERTIFICATE
THE SCHEDULE(S) REQUIRED TO COMPLETE THIS QUARTERLY REPORT ARE ARE ATTACHED AND THE DISCLOSURE CONTAINED THEREIN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS. A COPY OF THIS REPORT WILL BE PROVIDED TO ANY SHAREHOLDER WHO REQUESTS IT. PLEASE NOTE THIS FORM IS INCORPORATED AS PART OF BOTH THE REQUIRED FILING OF SCHEDULE A AND SCHEDULES B & C.
CHESTER F. MILLAR
CHESTER F. MILLAR
2003/08/27
SIGNATURE OF DIRECTOR
NAME OF DIRECTOR DATE SIGNED (YY/MM/DD)
JAMES M. MCDONALD
JAMES M. McDONALD
2003/08/27
SIGNATURE OF DIRECTOR
NAME OF DIRECTOR DATE SIGNED (YY/MM/DD)
ALAMOS GOLD INC.
Quarterly Report
June 30, 2003
SCHEDULE B: SUPPLEMENTARY INFORMATION
1.) For the current fiscal year-to-date :
Deferred exploration expenditures: Refer to Schedule A: Consolidated Statements of Cumulative Mineral Property Costs.
2. ) Details of office & administration expense :
Interest expense
189,262 (mainly on the long term debt- Sch. A (note #6)
Rent
9,853
Salaries
13,547
Utilities
7,320
Outside services
10,415
Seminars /conferences
3,793
Tel/fax/internet
4,476
Supplies
4,125
Insurance
1,279
Others
7,021
251,091
3 .) Related party transactions:
Refer to Note 7 in Schedule A.
4.) Summary of securities issued and options granted during the period:
a.)
Summary of securities issued during the period: Refer to Schedule A (note 10a)
b.)
Summary of options granted during the period: NIL
5.) Summary of securities as at June 30, 2003:
a.) Authorized share capital 1,000,000,000 common shares with no par value.
b.) Shares issued and outstanding: 34,456,990
c.) Summary of options, warrants and convertible securities outstanding:
Refer to Schedule A (notes 10b & 10c).
d.) Number of common shares held in escrow: Nil
e.) Number of common shares subject to pooling: Nil
6.) Directors:
Chester F. Millar
John A. McCluskey
Stephen R. Stine
James M. McDonald
Richard W. Hughes
Officers:
Chairman & President Chester F. Millar
Secretary Sharon S. Fleming
V.P & CEO- John A. McCluskey
V.P. & COO- Stephen R. Stine
CFO Nerio V. Cervantes
SCHEDULE C
MANAGEMENT DISCUSSION AND ANALYSIS
For the Quarter Ended June 30, 2003
1.)
Description of Business:
The Company is in the gold mining business in Mexico. It has acquired a significant mineral property in the State of Sonora and is working towards placing this Mulatos property into commercial production.
2.)
Operations :
The Company is doing feasibility work which is expected to provide the information needed for production planning. Other activities that are being pursued include infrastructure improvements, community relations, exploration, and a search for equipment and operating personnel.
The feasibility work is being done under the direction of M3 Engineering who are expected to furnish a completed report in approximately 9 months time. Currently, the work consists mainly of metallurgical testing done in part by consultants in Arizona and in part by Company personnel on site. In the fourth quarter of 2003, the Company expects to commence open cut mining to expose the ore and start mining tests. A small scale bulk heap leach test of fine-crushed ore will also be done. Mining contractors will be hired to do some of this work.
Infrastructure improvements that are currently underway include upgrades to the public road between the village of Sahuaripa and Mulatos as well as roads within the village of Mulatos itself. The construction of a new camp, water supply system, test leaching facility, mine haul roads, and an airstrip will be started soon.
Community relations center around dealing with the Ejido or co-op that owns the land. A dispute over a key provision in the contract with the Ejido is awaiting a judges ruling. The provision was used by Alamos to reduce the annual rental payments, which brought on a lawsuit. The judges ruling may not settle all of the problems with the Ejido but it should provide the basis for an out-of-court settlement. An effort to improve communications between the Company and the many individuals that make up the Ejido has been started. A number of Ejido members have been hired. Certain improvements to the village of Mulatos have also been initiated.
An exploration program is set under the supervision of Ken Balleweg who has extensive knowledge of the area resulting from his employment as senior project geologist for Placer Dome, the former owner. This program will consist mainly of underground drilling and mapping and is expected to not only increase the understanding of the higher grade zones in the deposit, but also increase the ounces of gold in the reserves. A second look will also be done on several other promising mineral zones within the portfolio owned by Alamos. An application to acquire certain other nearby mineralized zones has been made.
3.) Financings / Subsequent Events
During the first half of 2003, a total of 4.8 million warrants were exercised to bring in C$2.5 Million.
Subsequent to June 30, the Company closed a private placement of 8.5 million units @C$1.45 per unit for gross proceeds of C$12,325,000. Each unit consisted of one common share and a half of transferable share purchase warrant. Each full warrant entitles the holder thereof to purchase one additional share of Alamos at a price of C$1.75 for a one year period following the closing. The shares, warrants and any shares issuable on the exercise of the warrants are subject to a hold period expiring December 22, 2003.
At the time of writing this report, the Company has C$13.8 Million in treasury.
The Company has given notice that it will pay back 50% of the long-term loan from H. Morgan & Company.
1.)
Liquidit y
The Company continues to demonstrate its ability to raise funds in the capital market and remains confident that it will meet all its operating and financial obligations.
ALAMOS GOLD INC.
SUITE 1400-400 BURRARD ST.
VANCOUVER, B.C. V6C 3G2
Telephone: (604) 643-1787
Fax: (604) 643-1773
August 27, 2003
B.C. Securities Commission
Executive Director
2 nd Floor, 865 Hornby Street
Vancouver, B.C.,
V6Z 3B8
Dear Sirs:
RE:
MAILING ON AUGUST 27, 2003 FORM 51-901F
INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDING JUNE 30, 2003
We confirm that on the above date, we have mailed the material to all shareholders in our Supplementary Mailing List.
Yours truly,
ALAMOS GOLD INC.
Nerio V. Cervantes
FORM 45-102F2
Certificate under Subsection 2.7(2) or (3) of
Multilateral Instrument 45-102 Resale of Securities
ALAMOS GOLD INC. has distributed securities under a provision listed in Appendix D or E to Multilateral Instrument 45-102 or a provision of securities legislation that specifies that the first trade of the securities is subject to section 2.5 or 2.6 of Multilateral Instrument 45-102 and hereby certifies that in respect of a distribution on August 21, 2003 of 8,500,000 units, (Units) issued at a price of $1.45 per Unit, each Unit comprised of one common share and one-half of a share purchase warrant (Warrant), each whole Warrant entitling the holder thereof to purchase an additional common share of Alamos Gold Inc. at a price of $1.75 until August 21, 2004 , Alamos Gold Inc. was a qualifying issuer within the meaning of Multilateral Instrument 45-102 Resale of Securities at the distribution date.
DATED at Vancouver, British Columbia this 27th day of August, 2003.
ALAMOS GOLD INC.
By: Nerio Cervantes
Nerio Cervantes,
Chief Financial Officer
INSTRUCTIONS:
If the distribution date is on or after the effective date of Multilateral Instrument 45-102 and the issuer or selling security holder has completed 1. above, file this form on or before the tenth day after the distribution date with the securities regulatory authority in each jurisdiction in which a purchaser of the securities is located and section 2.7 of Multilateral Instrument 45-102 has been implemented. Section 2.7 has been implemented in Alberta, British Columbia, Newfoundland, Northwest Territories, Nova Scotia, Nunavut, Ontario and Saskatchewan.
If the issuer has completed 2. above, file this form with the securities regulatory authority in each jurisdiction in which a purchaser of the securities is located and section 2.7 of Multilateral Instrument 45-102 has been implemented.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALAMOS GOLD INC.
(Registrant)
September 04, 2003
By: /s/ Nerio Cervantes
Date
Nerio Cervantes
Chief Financial Officer
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