o
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
OR
|
||
¢
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2010
|
||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
OR
|
||
o
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
|
Name of each exchange on which registered
|
|
None
|
None
|
A.
|
Selected financial data.
|
Years Ended December 31
|
||||||||||||||||||||
2010
|
2009
|
2008
|
2007
|
2006
|
||||||||||||||||
Net operating revenues
|
$ | 0 | 0 | 0 | 0 | 9,689 | ||||||||||||||
Loss from continued operations
|
$ | 0 | (35,773 | ) | (59,776 | ) | (56,820 | ) | (370,305 | ) | ||||||||||
Income from discontinued operations
|
$ | N/a | N/a | N/a | N/a | N/a | ||||||||||||||
Net loss
|
$ | (693,318 | ) | (117,645 | ) | (205,221 | ) | (56,820 | ) | (370,350 | ) | |||||||||
Comprehensive loss
|
$ | (717,843 | ) | (93,120 | ) | (205,221 | ) | (56,820 | ) | (370,350 | ) |
Loss per share from continued operations
|
$ | (0.04 | ) | (0.02 | ) | (0.04 | ) | (0.01 | ) | (0.03 | ) | |||||||||
Income per share from discontinued operations
|
$ | N/a | N/a | N/a | N/a | N/a | ||||||||||||||
Income per share after discontinued operations
|
$ | N/a | N/a | N/a | N/a | N/a | ||||||||||||||
Share capital
|
$ | 15,310,333 | 13,649,333 | 13,649,333 | 13,649,333 | 13,649,333 | ||||||||||||||
Common shares issued
|
35,231,730 | 5,441,730 | 5,441,730 | 5,441,730 | 5,441,730 | |||||||||||||||
Weighted average shares outstanding
|
19,941,566 | 5,441,730 | 5,441,730 | 5,441,730 | 5,191,726 | |||||||||||||||
Total assets
|
$ | 1,186,192 | 153,074 | 46,312 | 74,339 | 110,607 | ||||||||||||||
Net assets (liabilities)
|
$ | 1,036,301 | (75,148 | ) | (106,684 | ) | (104,642 | ) | (44,086 | ) | ||||||||||
Convertible debentures(current and long term portions)
|
$ | N/a | N/a | N/a | N/a | N/a | ||||||||||||||
Cash dividends declared per common share
|
$ | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Exchange rates (Cdn$ to U.S.$) period average
|
$ | .9709 | 0.8757 | 0.9371 | 0.9304 | 0.8818 | ||||||||||||||
Exchange rates (CDN$ to U.S.$) for most recent six months
|
Period High
|
Period Low
|
||||||||||||||||||
October 2010
|
$ | 0.9970 | 0.9690 | |||||||||||||||||
November 2010
|
$ | 0.9987 | 0.9743 | |||||||||||||||||
December 2010
|
$ | 1.0054 | 0.9825 | |||||||||||||||||
January 2011
|
$ | 1.0138 | 0.9978 | |||||||||||||||||
February 2011
|
$ | 1.0268 | 1.0045 | |||||||||||||||||
March 2011
|
$ | 1.0026 | 1.0340 | |||||||||||||||||
Exchange rate (CDN$ to U.S.$) April 19, 2011
|
$ | 1.0319 |
D.
|
Risk factors.
|
B.
|
Business overview
|
C.
|
Organizational structure.
|
D.
|
Property, plants and equipment.
|
Disposition Type
|
Disposition No
|
Township
|
Hectares
|
Recording Date
|
Anniversary Date
|
|||||
HOLDER:
|
John Gregory Brady
|
|||||||||
Claim
|
1094824
|
NORMAN
|
16
|
Apr 24, 1990
|
Apr 24, 2015
|
|||||
Claim
|
1094825
|
NORMAN
|
16
|
Apr 24, 1990
|
Apr 24, 2015
|
|||||
Claim
|
1094826
|
NORMAN
|
16
|
Apr 24, 1990
|
Apr 24, 2015
|
|||||
Claim
|
1094834
|
NORMAN
|
16
|
Apr 24, 1990
|
Apr 24, 2015
|
|||||
Claim
|
1094835
|
NORMAN
|
16
|
Apr 24, 1990
|
Apr 24, 2015
|
|||||
Claim
|
1117878
|
NORMAN
|
16
|
Jan 25, 1991
|
Jan 25, 2015
|
|||||
Claim
|
1117879
|
NORMAN
|
16
|
Jan 25, 1991
|
Jan 25, 2015
|
Claim
|
1117880
|
NORMAN
|
16
|
Jan 25, 1991
|
Jan 25, 2015
|
|||||
Claim
|
1117881
|
NORMAN
|
16
|
Jan 25, 1991
|
Jan 25, 2015
|
|||||
Claim
|
1117882
|
NORMAN
|
16
|
Jan 25, 1991
|
Jan 25, 2015
|
|||||
Claim
|
1198500
|
NORMAN
|
16
|
Jun 27, 1995
|
Jun 27, 2015
|
|||||
Claim
|
1222817
|
NORMAN
|
64
|
Mar 13, 1997
|
Mar 13, 2015
|
|||||
Claim
|
1222896
|
NORMAN
|
16
|
Mar 13, 1997
|
Mar 13, 2015
|
|||||
Claim
|
1222897
|
NORMAN
|
16
|
Mar 13, 1997
|
Mar 13, 2015
|
|||||
Claim
|
854182
|
NORMAN
|
16
|
Aug 19, 1985
|
Aug 19, 2015
|
|||||
Claim
|
854183
|
NORMAN
|
16
|
Aug 19, 1985
|
Aug 19, 2015
|
|||||
Claim
|
854184
|
NORMAN
|
16
|
Aug 19, 1985
|
Aug 19, 2015
|
|||||
Claim
|
854185
|
NORMAN
|
16
|
Aug 19, 1985
|
Aug 19, 2015
|
|||||
Claim
|
854186
|
NORMAN
|
16
|
Aug 19, 1985
|
Aug 19, 2015
|
|||||
Claim
|
854571
|
PARKIN
|
16
|
Nov 25, 1985
|
Nov 25, 2015
|
|||||
Claim
|
854572
|
PARKIN
|
16
|
Nov 25, 1985
|
Nov 25, 2015
|
|||||
Claim
|
854573
|
NORMAN
|
16
|
Nov 25, 1985
|
Nov 25, 2014
|
|||||
Claim
|
854574
|
PARKIN
|
16
|
Nov 25, 1985
|
Nov 25, 2015
|
|||||
Claim
|
864654
|
NORMAN
|
16
|
Nov 25, 1985
|
Nov 25, 2015
|
|||||
Claim
|
864655
|
NORMAN
|
16
|
Nov 25, 1985
|
Nov 25, 2015
|
|||||
Claim
|
864656
|
NORMAN
|
16
|
Nov 25, 1985
|
Nov 25, 2015
|
|||||
Claim
|
894711
|
NORMAN
|
16
|
May 08, 1986
|
May 08, 2015
|
|||||
Claim
|
894712
|
NORMAN
|
16
|
May 08, 1986
|
May 08, 2015
|
|||||
Claim
|
894713
|
NORMAN
|
16
|
May 08, 1986
|
May 08, 2015
|
|||||
Claim
|
894746
|
NORMAN
|
16
|
May 08, 1986
|
May 08, 2015
|
|||||
Claim
|
894747
|
NORMAN
|
16
|
May 08, 1986
|
May 08, 2015
|
|||||
Claim
|
894748
|
NORMAN
|
16
|
May 08, 1986
|
May 08, 2015
|
|||||
Total: 32
|
560
|
|||||||||
HOLDER:
|
North American Nickel
|
|||||||||
Claim
|
4267494
|
PARKIN
|
64
|
Aug 07, 2011
|
Aug 17, 2013
|
|||||
Total: 1
|
64
|
|||||||||
Total ALL: 33
|
624
|
Disposition No
|
Township
|
Hectares
|
Anniversary Date
|
|||||
Patent
|
LOT 11, CON 5
|
LORNE
|
102.39
|
Jan 25, 2012
|
||||
Total: 1
|
102.39
|
Disposition Type
|
Disposition No
|
Township
|
Hectares
|
Recording Date
|
Anniversary Date
|
|||||
Claim
|
1043484
|
AYLMER
|
16.00
|
Jan 16, 1989
|
Jan 16, 2012
|
|||||
Claim
|
1043485
|
AYLMER
|
16.00
|
Jan 16, 1989
|
Jan 16, 2012
|
|||||
Claim
|
1043486
|
AYLMER
|
16.00
|
Jan 16, 1989
|
Jan 16, 2012
|
|||||
Claim
|
1043487
|
AYLMER
|
16.00
|
Jan 16, 1989
|
Jan 16, 2012
|
|||||
Claim
|
1043488
|
AYLMER
|
16.00
|
Jan 16, 1989
|
Jan 16, 2012
|
|||||
Claim
|
1043489
|
AYLMER
|
16.00
|
Jan 16, 1989
|
Jan 16, 2012
|
|||||
Claim
|
1043490
|
AYLMER
|
16.00
|
Jan 16, 1989
|
Jan 16, 2012
|
|||||
Claim
|
1043491
|
AYLMER
|
16.00
|
Jan 16, 1989
|
Jan 16, 2012
|
|||||
Claim
|
1117883
|
PARKIN
|
16.00
|
Jan 25, 1991
|
Jan 25, 2012
|
|||||
Claim
|
1117884
|
PARKIN
|
16.00
|
Jan 25, 1991
|
Jan 25, 2012
|
|||||
Claim
|
1013217
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1013393
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1013395
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1013396
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1043292
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1043293
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1043294
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1043295
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1043296
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1043297
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1043492
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1043493
|
PARKIN
|
16.00
|
Jan 26, 1989
|
Jan 26, 2012
|
|||||
Claim
|
1043497
|
PARKIN
|
16.00
|
Jan 30, 1989
|
Jan 30, 2012
|
|||||
Claim
|
1043498
|
PARKIN
|
16.00
|
Jan 30, 1989
|
Jan 30, 2012
|
|||||
Claim
|
648539
|
PARKIN
|
16.00
|
Mar 04, 1983
|
Mar 04, 2012
|
|||||
Claim
|
648540
|
PARKIN
|
16.00
|
Mar 04, 1983
|
Mar 04, 2012
|
Claim
|
648547
|
PARKIN
|
16.00
|
Mar 04, 1983
|
Mar 04, 2012
|
|||||
Claim
|
648548
|
PARKIN
|
16.00
|
Mar 04, 1983
|
Mar 04, 2012
|
|||||
Claim
|
648699
|
PARKIN
|
16.00
|
Mar 04, 1983
|
Mar 04, 2012
|
|||||
Claim
|
648700
|
PARKIN
|
16.00
|
Mar 04, 1983
|
Mar 04, 2012
|
|||||
Claim
|
682108
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682109
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682110
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682111
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682112
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682113
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682278
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682279
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682280
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682281
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682282
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682283
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
682284
|
PARKIN
|
16.00
|
Mar 14, 1983
|
Mar 14, 2012
|
|||||
Claim
|
1211386
|
PARKIN
|
32.00
|
May 27, 1996
|
May 27, 2012
|
|||||
Claim
|
894924
|
PARKIN
|
16.00
|
Jun 12, 1986
|
Jun 12, 2012
|
|||||
Claim
|
894925
|
PARKIN
|
16.00
|
Jun 12, 1986
|
Jun 12, 2012
|
|||||
Claim
|
1042958
|
PARKIN
|
16.00
|
Dec 12, 1988
|
Dec 12, 2012
|
|||||
Claim
|
1042959
|
PARKIN
|
16.00
|
Dec 12, 1988
|
Dec 12, 2012
|
|||||
Claim
|
1042960
|
PARKIN
|
16.00
|
Dec 12, 1988
|
Dec 12, 2012
|
|||||
Claim
|
994723
|
PARKIN
|
16.00
|
Dec 23, 1987
|
Dec 23, 2012
|
|||||
Claim
|
994724
|
PARKIN
|
16.00
|
Dec 23, 1987
|
Dec 23, 2012
|
|||||
Claim
|
994725
|
PARKIN
|
16.00
|
Dec 23, 1987
|
Dec 23, 2012
|
|||||
Claim
|
994726
|
PARKIN
|
16.00
|
Dec 23, 1987
|
Dec 23, 2012
|
|||||
Total: 53
|
864.00
|
Disposition Type
|
Disposition No
|
Township
|
Hectares
|
Recording Date
|
Anniversary Date
|
|||||
Claim
|
1242388
|
HYMAN
|
256
|
Jan 12, 2001
|
Jan 12, 2013
|
|||||
Claim
|
1242389
|
HYMAN
|
192
|
Jan 12, 2001
|
Jan 12, 2012
|
|||||
Claim
|
1242390
|
HYMAN
|
240
|
Jan 12, 2001
|
Jan 12, 2012
|
|||||
Claim
|
1242391
|
HYMAN
|
96
|
Jan 12, 2001
|
Jan 12, 2012
|
|||||
Claim
|
1242392
|
HYMAN
|
256
|
Jan 12, 2001
|
Jan 12, 2012
|
|||||
Total: 5
|
1,040
|
Disposition No
|
Disposition Name
|
Hectares
|
Recording Date
|
Anniversary Date
|
||||||
Claim
|
MB4478
|
SBI 15
|
240
|
Aug 20, 2003
|
Aug 20, 2011
|
|||||
Claim
|
MB4479
|
SBI 16
|
256
|
Aug 20, 2003
|
Aug 20, 2011
|
|||||
Claim
|
MB4480
|
SBI 17
|
256
|
Aug 20, 2003
|
Aug 20, 2011
|
|||||
Claim
|
MB4485
|
SBI 2
|
256
|
Aug 20, 2003
|
Aug 20, 2011
|
|||||
Claim
|
MB4488
|
SBI 5
|
256
|
Aug 20, 2003
|
Aug 20, 2011
|
|||||
Claim
|
MB4489
|
SBI 6
|
256
|
Aug 20, 2003
|
Aug 20, 2011
|
|||||
Claim
|
MB4492
|
SBI 9
|
256
|
Aug 20, 2003
|
Aug 20, 2011
|
|||||
Claim
|
MB4495
|
SBI 22
|
256
|
Aug 20, 2003
|
Aug 20, 2011
|
|||||
Claim
|
MB4496
|
SBI 23
|
256
|
Aug 20, 2003
|
Aug 20, 2011
|
|||||
Claim
|
MB3684
|
SBI 34
|
216
|
Sep 22, 2003
|
Sep 22, 2011
|
|||||
Claim
|
MB4660
|
SBI 38
|
256
|
Sep 22, 2003
|
Sep 22, 2011
|
|||||
Claim
|
MB3681
|
SBI 30
|
256
|
Sep 23, 2003
|
Sep 23, 2011
|
|||||
Claim
|
MB4661
|
SBI 39
|
256
|
Sep 23, 2003
|
Sep 23, 2011
|
|||||
Claim
|
MB3682
|
SBI 31
|
256
|
Sep 24, 2003
|
Sep 24, 2011
|
|||||
Claim
|
MB4662
|
SBI 32
|
256
|
Sep 24, 2003
|
Sep 24, 2011
|
|||||
Claim
|
MB4663
|
SBI 42
|
256
|
Sep 29, 2003
|
Sep 29, 2011
|
|||||
Claim
|
MB4665
|
SBI 40
|
256
|
Sep 29, 2003
|
Sep 29, 2011
|
|||||
Claim
|
MB3676
|
SBI 25
|
256
|
Oct 28, 2003
|
Oct 28, 2011
|
|||||
Claim
|
MB4497
|
SBI 24
|
256
|
Oct 28, 2003
|
Oct 28, 2011
|
|||||
Claim
|
MB849
|
SBX 1
|
256
|
Oct 28, 2003
|
Oct 28, 2011
|
|||||
Claim
|
MB2425
|
SB 1
|
89
|
Aug 12, 2002
|
Aug 12, 2012
|
|||||
Claim
|
MB3677
|
SBI 26
|
240
|
Aug 20, 2003
|
Aug 20, 2012
|
|||||
Claim
|
MB3678
|
SBI 27
|
256
|
Aug 20, 2003
|
Aug 20, 2012
|
|||||
Claim
|
MB3679
|
SBI 28
|
256
|
Aug 20, 2003
|
Aug 20, 2012
|
|||||
Claim
|
MB4481
|
SBI 18
|
256
|
Aug 20, 2003
|
Aug 20, 2012
|
|||||
Claim
|
MB4482
|
SBI 19
|
256
|
Aug 20, 2003
|
Aug 20, 2012
|
|||||
Claim
|
MB4483
|
SBI 0
|
224
|
Aug 20, 2003
|
Aug 20, 2012
|
|||||
Claim
|
MB4484
|
SBI 1
|
224
|
Aug 20, 2003
|
Aug 20, 2012
|
|||||
Claim
|
MB4486
|
SBI 3
|
256
|
Aug 20, 2003
|
Aug 20, 2012
|
Claim
|
MB4487
|
SBI 4
|
256
|
Aug 20, 2003
|
Aug 20, 2012
|
|||||
Claim
|
MB4490
|
SBI 7
|
256
|
Aug 20, 2003
|
Aug 20, 2012
|
|||||
Claim
|
MB4493
|
SBI 20
|
230
|
Aug 20, 2003
|
Aug 20, 2012
|
|||||
Claim
|
MB3685
|
SBI 35
|
208
|
Sep 22, 2003
|
Sep 22, 2012
|
|||||
Claim
|
MB3690
|
SBI 36
|
216
|
Sep 22, 2003
|
Sep 22, 2012
|
|||||
Claim
|
MB3680
|
SBI 29
|
256
|
Sep 23, 2003
|
Sep 23, 2012
|
|||||
Claim
|
MB4659
|
SBI 37
|
256
|
Sep 29, 2003
|
Sep 29, 2012
|
|||||
Claim
|
MB4664
|
SBI 41
|
256
|
Sep 29, 2003
|
Sep 29, 2012
|
|||||
Claim
|
MB2426
|
SB 2
|
120
|
Nov 15, 2002
|
Nov 15, 2012
|
|||||
Claim
|
MB2435
|
SB 3
|
48
|
Nov 15, 2002
|
Nov 15, 2012
|
|||||
Claim
|
MB2436
|
SB 4
|
105
|
Nov 15, 2002
|
Nov 15, 2012
|
|||||
Total: 40
|
9,328
|
Disposition No
|
Disposition Name
|
Hectares
|
Recording Date
|
Anniversary Date
|
||||||
MEL
|
342B
|
(YR 4) Campbell Lake
|
98,531
|
Feb 08, 2008
|
Feb 08, 2012
|
|||||
MEL
|
403A
|
(YR 1) HARDING LAKE
|
37,806
|
Feb 15, 2011
|
Feb 15, 2012
|
|||||
MEL
|
405A
|
(YR 1) ORR LAKE
|
39,307
|
Feb 15, 2011
|
Feb 15, 2012
|
|||||
MEL
|
406A
|
(YR 1) PELLETIER LAKE
|
24,533
|
Feb 15, 2011
|
Feb 15, 2012
|
|||||
MEL
|
407A
|
(YR 1) ASSEAN LAKE
|
28,160
|
Feb 15, 2011
|
Feb 15, 2012
|
|||||
MEL
|
419A
|
(YR 1) STRONG LAKE
|
49,555
|
Feb 15, 2011
|
Feb 15, 2012
|
|||||
MEL
|
364A
|
(YR 4) Strong Lake
|
11,286
|
Jun 05, 2008
|
Jun 05, 2012
|
|||||
MEL
|
401A
|
(YR 2) Orr Lake
|
26,664
|
Jul 22, 2010
|
Jul 22, 2012
|
|||||
Total: 8
|
315,842
|
Disposition No
|
Disposition Name
|
Hectares
|
Recording Date
|
Anniversary Date
|
||||||
MEL
|
320B
|
(YR 5) Bracken Lake
|
50,337.00
|
Sep 12, 2007
|
Sep 12, 2012
|
|||||
Total: 1
|
50,337.00
|
E.
|
Off-balance sheet arrangements
|
F.
|
Tabular disclosure of contractual obligations
|
A.
|
Directors and senior management.
|
Name, Municipality of Residence and Position with the Corporation
|
Age
|
Principal Occupation and Position During the Past Five Years
|
|||
Douglas E. Ford (1)
West Vancouver, B.C.
Director
|
47
|
Director since September 10, 1992; General Manager of Dockside Capital, a private merchant banking and venture capital firm, from 1987 to present.
|
|||
Richard J. Mark
North Vancouver, BC
Chairman & Chief Executive Officer
|
60
|
CEO & Chairman of VMS Ventures Inc. from 2002 – present, CEO & Chairman of Harvest Gold Corporation from 2005 – present
President & CEO of Pancontinental Uranium Corp.(formerly Centram Exploration Ltd.) from 2007 - present.
|
|||
John Roozendaal
Brandon, MB
Director
|
42
|
President of VMS Ventures Inc. from 1996 – present
President of Harvest Gold Corporation from 2005 – present
|
|||
Mark Fedikow
Winnipeg, MB
President & Director
|
57
|
President of Mount Morgan Resources Ltd. year – present
Director and VP of Exploration and Technical Services for VMS Ventures Inc. 2008 – present
|
|||
James Clucas
North Vancouver, BC
Director
|
65
|
President of Search Minerals Inc. from June 2009 – present; Chairman of International Nickel Ventures Corp. from August 2009 until March 2009; President & CEO of International Nickel Ventures Corp. from February 2007 until July 2007; President of International Nickel Ventures Corp. from September 2003, until November 2005.
|
|||
Edward D. Ford (1)
Whistler, B.C.
Chief Financial Officer & Director
|
75
|
Director since March 20, 1990; also has devoted a portion of his time to investment activities and as President of Dockside Capital, a private merchant banking and venture capital firm, for more than the last five years; chartered accountant for more than 40 years.
|
B.
|
Compensation.
|
C.
|
Board practices.
|
D.
|
Employees.
|
E.
|
Share ownership.
|
A.
|
Major shareholders.
|
Name of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of
Class
|
|||||||
Principal Holders
|
|||||||||
VMS Ventures Inc.
|
16,800,000 | 47.7 | % | ||||||
Officers and Directors
|
|||||||||
Edward Ford
|
342,000 | 1.00 | % | ||||||
Douglas Ford
|
242,000 | n/a | |||||||
Richard J. Mark
|
1,075,000 | 3.05 | % | ||||||
John Roozendaal
|
450,000 | (1) | 1.28 | % | |||||
Mark Fedikow
|
1,000,000 | (2) | 2.84 | % | |||||
James Clucas
|
100,000 | n/a | |||||||
All Officers and Directors as a Group (6 persons)
|
3,209,000 | 9.11 | % |
B.
|
Related party transactions.
|
C.
|
Interests of experts and counsel
|
Period
|
High (USD)
|
Low (USD)
|
||||||
Fiscal year ended December 31, 2008
|
$ | 0.16 | $ | 0.06 | ||||
Fiscal year ended December 31, 2009
|
$ | 0.25 | $ | 0.02 | ||||
Fiscal year ended December 31, 2010
|
$ | 1.50 | $ | 0.02 | ||||
Quarter ended December 31, 2009
|
$ | 0.25 | $ | 0.02 | ||||
Quarter ended March 31, 2010
|
$ | 0.05 | $ | 0.03 | ||||
Quarter ended June 30, 2010
|
$ | 0.48 | $ | 0.06 | ||||
Quarter ended September 30, 2010
|
$ | 1.50 | $ | 0.02 | ||||
Quarter ended December 31, 2010
|
$ | 0.11 | $ | 0.02 | ||||
Quarter ended March 31, 2011
|
$ | 1.01 | $ | 0.09 |
Month ended October 31, 2010
|
$ | 0.10 | $ | 0.10 | ||||
Month ended November 30, 2010
|
$ | 0.11 | $ | 0.11 | ||||
Month ended December 31, 2010
|
$ | 0.11 | $ | 0.02 | ||||
Month ended January 31, 2011
|
$ | 1.01 | $ | 0.11 | ||||
Month ended February 28, 2011
|
$ | 0.10 | $ | 0.10 | ||||
Month ended March 31, 2011
|
$ | 0.12 | $ | 0.09 | ||||
Month ended April 30, 2011 (1)
|
$ | 0.80 | $ | 0.35 |
B.
|
Memorandum and articles of association
|
1.
|
The Company was incorporated as Rainbow Resources Ltd. September 20 1983 under certificate of incorporation no. 268952 in the Province of British Columbia Canada. The name was changed to Widescope Resources Ltd. May 1 1984, to Gemini Technology Inc. September 13 1985, to International Gemini Technology Inc. September 23 1993, and to Widescope Recources Inc., effective July 12, 2006. The name was subsequemtly changed to North American Nickel Inc., effective April 19, 2010. No objects and purposes are described.
|
2.
|
If a director has a material interest in a matter subject to a vote, he must declare it and abstain from voting, or have his vote not counted, except for certain specific exclusions which include setting director compensation. There are no restrictions on directors issuing debt however shareholder approval may be required in connection with convertible debt or other debt driven requirements to issue shares. There is no retirement age or share ownership requirement for directors.
|
3.
|
Dividends are declared by directors and subject to any special rights, paid to all holders of shares in a class according to the number of shares held. Voting rights are one vote per share. Directors stand for election every year at the annual meeting. Shareholders have no rights to share directly in the company’s profits. Subject to prior claims of creditors and preferred shareholders, common shareholders participate in any surplus in the event of liquidation according to the number of shares held. The Company may redeem shares by directors’ resolution in compliance with applicable law unless the company is insolvent or may become insolvent by doing so. It must make its offer pro rata to every member who holds a class, subject to applicable stock exchange rules or company act provisions. The directors have wide discretion. Shareholders have no liability for further capital calls. No discriminatory provisions, against an existing or prospective shareholder of a substantial number of shares, are imposed by the articles.
|
4.
|
Rights of holders of any class of shares can only be changed with their consent, and in accordance with the company act. Consent must be in writing by the holders or by a three fourths majority of a vote of the holders, and by the consent of the British Columbia Securities Commission.
|
5.
|
A notice convening an annual general or special meeting must specify the place, date, hour, and in the case of a special meeting, the general nature of the special business, and must be given in accordance with the company act. There are no special conditions outlining rights of admission.
|
6.
|
There are no limitations on rights to own securities.
|
7.
|
There are no provisions to delay, defer, or prevent a change in control.
|
8.
|
Nothing in the articles requires ownership disclosure.
|
9.
|
Not applicable.
|
10.
|
Not applicable.
|
·
|
an acquisition of common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities;
|
·
|
an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act; and
|
·
|
an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the Company, through the ownership of common shares, remained unchanged.
|
(i)
|
aggregate gross assets in Canada that exceed $400,000,000 in value, as shown on their audited financial statements for the most recently completed fiscal year (which must be within the last fifteen (15) months); or
|
(ii)
|
aggregate gross revenue from sales in, from or into Canada that exceed $400,000,000 for the most recently completed fiscal year shown on the said financial statements; and
|
(iii)
|
the party being acquired or corporations controlled by that party must have gross assets in Canada, or gross revenues from sales in or from Canada, exceeding $35,000,000 as shown on the said financial statements. Acquisition of shares carrying up to 20% of the votes of a publicly-traded corporation, or 35% of the votes in a private corporation, will not be subject to pre-notification, regardless of the above thresholds. However, exceeding the 20% or the 35% threshold, and again exceeding the 50% threshold, gives rise to an obligation of notification if the size threshold is met.
|
F.
|
Dividends and Paying Agents
|
G.
|
Statement by Experts
|
H.
|
Documents on display
|
I.
|
Subsidiary Information
|
NORTH AMERICAN NICKEL INC
(formerly Widescope Resources Inc.)
|
|||
Date: October 28, 2011
|
By:
|
/s/ Douglas E. Ford | |
Name | Douglas E. Ford | ||
Title | Director | ||
as duly authorized signatory
|
[LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED ACCOUNTANTS] INDEPENDENT AUDITORS' REPORT To the Shareholders of North American Nickel Inc. (formerly Widescope Resources Inc.) We have audited the consolidated balance sheets of North American Nickel Inc. (formerly Widescope Resources Inc.) as at December 31, 2010 and 2009 and the consolidated statements of operations and comprehensive loss, deficit and accumulated other comprehensive income and cash flows for the years ended December 31, 2010, 2009 and 2008, and a summary of significant accounting policies and other explanatory information. MANAGEMENT'S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. AUDITORS' RESPONSIBILITY Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of North American Nickel Inc. (formerly Widescope Resources Inc.) as at December 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended December 31, 2010, 2009 and 2008 in accordance with Canadian generally accepted accounting principles. EMPHASIS OF MATTER Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that the Company had incurred losses to date. This condition, along with other matters as set forth in Note 1, indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. "DMCL" DALE MATHESON CARR-HILTON LABONTE LLP Chartered Accountants Vancouver, Canada April 19, 2011 F-1
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS December 31, 2010 2009 ------------ ------------ ASSETS Current Cash $ 659,227 $ 16,515 Marketable securities (Note 3) -- 62,500 Receivables 26,965 4,197 ------------ ------------ 686,192 83,212 Mineral property and deferred exploration costs (Note 4) 677,718 101,000 ------------ ------------ $ 1,363,910 $ 184,212 ============ ============ LIABILITIES Current Accounts payable and accrued liabilities $ 42,433 $ 53,414 Due to related parties (Note 6) 87,094 132,333 ------------ ------------ 129,527 185,747 ------------ ------------ Non-controlling interest (Note 4) -- 53,249 ------------ ------------ SHAREHOLDERS' EQUITY Share capital - preferred (Note 7) 604,724 604,724 Share capital - common (Note 7) 14,705,609 13,044,609 Contributed surplus (Note 7) 235,844 53,344 Deficit (14,311,794) (13,781,986) Accumulated other comprehensive income -- 24,525 ------------ ------------ 1,234,383 (54,784) ------------ ------------ $ 1,363,910 $ 184,212 ============ ============ Nature and continuance of operations (Note 1) Commitments (Note 12) Subsequent events (Note 14) Approved by the Board: "Rick Mark" "Edward D. Ford" ------------------------------ ------------------------------ Rick Mark Edward D. Ford The accompanying notes are integral part of these consolidated financial statements. F-2
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Years Ended December 31, 2010 2009 2008 ------------ ------------ ------------ EXPENSES Consulting (Note 6) $ 25,556 $ -- $ -- Filing fees 40,856 7,981 3,211 Investor relations 23,101 -- -- General and administrative 18,294 2,983 2,461 Management fees (Note 6) 90,000 24,000 24,000 Professional fees (Note 6) 132,730 22,671 34,466 Salaries 22,115 -- -- Stock-based compensation (Note 7) 182,500 -- -- ------------ ------------ ------------ LOSS BEFORE OTHER ITEMS (535,152) (57,635) (64,138) OTHER ITEMS Loss on sale of subsidiary (Note 4) (7,163) -- -- Gain on sale of marketable securities (Note 3) 3,854 -- -- Impairment of mineral property and deferred exploration costs (Note 4) -- (79,000) (145,445) Write-off of equipment (Note 5) -- (716) -- ------------ ------------ ------------ LOSS BEFORE NON-CONTROLLING INTEREST (538,461) (137,351) (209,583) NON-CONTROLLING INTEREST IN LOSS 8,653 19,706 8,606 ------------ ------------ ------------ NET LOSS FOR THE YEAR $ (529,808) $ (117,645) $ (200,977) ============ ============ ============ Loss per common share - basic and diluted $ (0.03) $ (0.02) $ (0.04) ============ ============ ============ Weighted average number of common shares outstanding - basic and diluted 19,941,566 5,441,730 5,441,730 ============ ============ ============ COMPREHENSIVE LOSS Net loss $ (529,808) $ (117,645) $ (200,977) Unrealized gain on marketable securities -- 24,525 -- ------------ ------------ ------------ $ (529,808) $ (93,120) $ (200,977) ============ ============ ============ The accompanying notes are integral part of these consolidated financial statements. F-3
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE INCOME Years ended December 31, 2010 2009 2008 ------------ ------------ ------------ DEFICIT Deficit, beginning of year $(13,781,986) $ 13,664,341) $(13,463,364) Net loss (529,808) (117,645) (200,977) ------------ ------------ ------------ DEFICIT, END OF YEAR $(14,311,794) $(13,781,986) $(13,664,341) ============ ============ ============ ACCUMULATED OTHER COMPREHENSIVE INCOME Balance, beginning of year $ 24,525 $ -- $ -- Unrealized gain/(loss) on available for sale marketable securities (21,909) 24,525 -- Reversal of accumulated other comprehensive income upon sale of subsidiary (Note 4) (2,616) -- -- ------------ ------------ ------------ BALANCE, END OF YEAR $ -- $ 24,525 $ -- ============ ============ ============ The accompanying notes are integral part of these consolidated financial statements. F-4
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2010 2009 2008 ----------- ----------- ----------- OPERATING ACTIVITIES Net loss for the year $ (529,808) $ (117,645) $ (200,977) Items not affecting cash Non-controlling interest (8,653) (19,706) (8,606) Amortization -- 58 331 Stock-based compensation 182,500 -- -- Loss on sale of subsidiary 7,163 -- -- Gain on sale of marketable securities (3,854) -- -- Write-off of equipment -- 716 -- Impairment of mineral properties and deferred exploration costs -- 79,000 145,445 ----------- ----------- ----------- (352,652) (57,577) (63,807) Changes in non-cash working capital items: Receivables (27,362) 680 (1,271) Accounts payable and accrued liabilities 10,398 7,685 11,224 Due to related parties 86,761 25,066 31,377 ----------- ----------- ----------- Cash used in operating activities (282,855) (24,146) (22,477) ----------- ----------- ----------- INVESTING ACTIVITIES Proceeds from the sale of subsidiary 52,606 -- -- Proceeds from the sale of marketable securities 8,854 -- -- Expenditures on mineral properties and deferred exploration costs (235,893) -- (6,490) ----------- ----------- ----------- Cash used in investing activities (174,433) -- (6,490) ----------- ----------- ----------- FINANCING ACTIVITIES Proceeds on issuance of common shares 1,100,000 -- -- ----------- ----------- ----------- Cash from financing activities 1,100,000 -- -- ----------- ----------- ----------- CHANGE IN CASH 642,712 (24,146) (28,967) CASH - beginning 16,515 40,661 69,628 ----------- ----------- ----------- CASH - ending $ 659,227 $ 16,515 $ 40,661 =========== =========== =========== Cash paid for: Interest $ -- $ -- $ -- =========== =========== =========== Income taxes $ -- $ -- $ -- =========== =========== =========== Supplemental cash-flow information (Note 11) The accompanying notes are integral part of these consolidated financial statements. F-5
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) (An Exploration Stage Company) CONSOLIDATED SCHEDULE OF MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS Pinefalls Post Woods Bell Thompson South Gold Creek Creek Halcyon Lake North Bay Cedar Total -------- -------- -------- -------- -------- -------- -------- -------- -------- Balance, December 31, 2008 $205,000 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $205,000 -------- -------- -------- -------- -------- -------- -------- -------- -------- Acquisition costs-cash -- 7,500 2,500 -- -- -- -- -- 10,000 Option proceeds received (35,000) -- -- -- -- -- -- -- (35,000) -------- -------- -------- -------- -------- -------- -------- -------- -------- 170,000 7,500 2,500 -- -- -- -- -- 180,000 Impairment provision (79,000) -- -- -- -- -- -- -- (79,000) -------- -------- -------- -------- -------- -------- -------- -------- -------- Balance, December 31, 2009 91,000 7,500 2,500 -- -- -- -- -- 101,000 -------- -------- -------- -------- -------- -------- -------- -------- -------- Acquisition costs-cash -- 12,500 7,500 15,000 25,000 333 333 334 61,000 Acquisition cost-shares -- 24,000 9,000 18,000 18,000 120,000 120,000 120,000 429,000 Option proceeds received (25,000) -- -- -- -- -- -- -- (25,000) -------- -------- -------- -------- -------- -------- -------- -------- (25,000) 36,500 16,500 33,000 43,000 120,333 120,333 120,334 465,000 -------- -------- -------- -------- -------- -------- -------- -------- -------- Administration -- 12,140 -- -- -- -- -- -- 12,140 Assay and sampling -- 5,140 -- -- -- -- 1,498 -- 6,638 Automobile costs -- 7,597 1,343 -- -- -- 185 -- 9,125 Consulting services (Note 6) -- 102,267 9,956 -- 150 585 840 400 114,198 Equipment and supplies -- 165 201 -- -- -- -- -- 366 Equipment rental -- 20,020 8,840 -- -- -- -- -- 28,860 Licenses and fees -- -- -- -- 410 -- -- -- 410 Shipping and printing costs -- 2,611 -- -- -- -- -- -- 2,611 Travel and accommodation -- 3,370 -- -- -- -- -- -- 3,370 -------- -------- -------- -------- -------- -------- -------- -------- -------- -- 153,310 20,340 -- 560 585 2,523 400 177,718 Sale of subsidiary (Note 4) (66,000) -- -- -- -- -- -- -- (66,000) -------- -------- -------- -------- -------- -------- -------- -------- -------- Balance, December 31, 2010 $ -- $197,310 $ 39,340 $ 33,000 $ 43,560 $120,918 $122,856 $120,734 $677,718 ======== ======== ======== ======== ======== ======== ======== ======== ======== The accompanying notes are integral part of these consolidated financial statements. F-6
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 1. NATURE AND CONTINUANCE OF OPERATIONS North American Nickel Inc. (formerly Widescope Resources Inc.) (the "Company") was incorporated on September 23, 1983. The Company's principal business activity is the exploration and development of mineral properties in Canada. The Company has not yet determined whether these properties contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral property costs is dependent upon a number of factors including environmental risk, legal and political risk, the existence of economically recoverable mineral reserves, confirmation of the Company's interests in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete exploration and development, and to attain sufficient net cash flow from future profitable production or disposition proceeds. On April 7, 2010, and effective May 31, 2010, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") whereby it agreed to sell its 65.42% interest in Outback Capital Inc. dba Pinefalls Gold ("PFG") (Note 4), a private Alberta exploration company. On April 19, 2010, the Company changed its name from Widescope Resources Inc. to North American Nickel Inc., consolidated its common share capital on a 2:1 basis, whereby each two old shares were exchanged for one new share, and increased its authorized capital from 100,000,000 common shares without par value to an unlimited number of common shares without par value (Note 7). All references to common shares, stock options, warrants and weighted average number of shares outstanding in these consolidated financial statements retroactively reflect the share consolidation. These consolidated financial statements have been prepared under the assumption the Company is a going concern. The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations. To date, the Company has not generated profitable operations from its resource activities and will need to invest additional funds in carrying out its planned exploration, development and operational activities. As a result, additional losses are anticipated. The Company has working capital of $556,665 at December 31, 2010 and has accumulated a deficit of $14,311,794. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The properties in which the Company currently has an interest are in the exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and cover administrative costs, the Company will use its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire interests in additional properties if there is sufficient geologic or economic potential and if adequate financial resources are available to do so. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). Except as indicated in Note 13, they also comply, in all material respects, with United States generally accepted accounting principles ("US GAAP"). Basis of consolidation These financial statements have been prepared on a consolidated basis and include the accounts of the Company and the total operating activities of its 65.42% owned subsidiary, PFG, up to May 31, 2010, when PFG was sold (Note 4). All intercompany balances and transactions have been eliminated on consolidation. Estimates, assumptions and measurement uncertainty The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported F-7
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 2. SIGINIFICANT ACCOUNTING POLICIES - cont'd Estimates, assumptions and measurement uncertainty - cont'd amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Areas requiring significant use of estimates by management relate to going concern assessments, determining the carrying value and or impairment of mineral properties, determining the fair values of marketable securities and stock-based payments, asset retirement obligations, financial instruments and tax rates used to calculate future income tax balances. Equipment Equipment is recorded at cost. Amortization is calculated using the following annual rate, which is estimated to match the useful lives of the asset: Computer hardware 30% declining balance Mineral properties and deferred exploration costs The cost of mineral properties and related exploration costs are deferred until the properties are placed into production, sold, abandoned or until management has determined that an impairment has occurred. Carrying costs will be amortized over the useful life of the properties following the commencement of commercial production, or written off if the properties are sold abandoned, allowed to lapse, or if management has otherwise determined that the carrying value of a property is not recoverable and should be impaired. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. It is reasonably possible that economically recoverable reserves may not be discovered, and accordingly a material portion of the carrying value of mineral properties and related deferred exploration costs could be written off. Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the common industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected title defects. The amounts shown for mineral properties and deferred exploration costs represent costs incurred to date, net of impairments, and do not necessarily represent present or future values which are entirely dependent upon economic production or recovery from disposal. Asset retirement obligations The Company follows the provisions of the Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3110, "Asset Retirement Obligations", which requires the estimated fair value of any asset retirement obligations to be recognized as a liability in the period in which the related environmental or retirement liability can be reasonably established and measured. The present value of the associated future costs when measureable is recorded as a liability and added to the cost of the related property and amortized over the estimated remaining life. As of December 31, 2010 and 2009 the Company has not incurred and is not aware of any significant asset retirement obligations in respect of its mineral exploration properties. Impairment of long-lived assets The Company follows the recommendations of the CICA Handbook Section 3063, "Impairment of Long-Lived Assets". Section 3063 establishes standards for recognizing, measuring and disclosing impairment of long-lived assets held for use. The Company conducts its impairment test on long-lived assets when events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is recognized when the carrying amount of an asset to be held and used exceeds the undiscounted future net cash flows expected from its use and disposal. If there is impairment, the impairment amount is measured as the amount by which the carrying amount of the asset exceeds its fair value, calculated using expected discounted cash flows when independent or quoted market prices are not available. F-8
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 2. SIGINIFICANT ACCOUNTING POLICIES - cont'd Financial instruments The Company adopted the CICA Handbook Section 3855, "Financial Instruments - Recognition and Measurement". Section 3855 prescribes when a financial instrument is to be recognized on the balance sheet and at what amount. Under Section 3855, financial instruments must be classified into one of five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets, or other financial liabilities. All financial instruments, including derivatives, are measured at the balance sheet date at fair value except for loans and receivables, held-to-maturity investments, and other financial liabilities which are measured at amortized cost. The Company's financial instruments consist of cash, receivables, marketable securities, accounts payable and due to related parties. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency, or credit risks arising from these financial instruments. The Company has made the following classifications for the financial instruments: Cash - held-for-trading; measured at fair value; Receivables - loans and receivables; measured at amortized cost; Marketable securities - available for sale; measured at fair value; and Accounts payable and due to related parties - other financial liabilities; recorded at amortized cost. Fair value estimates are made at the balance sheet date, based on relevant market information and other information about financial instruments, and approximate carrying values unless otherwise noted. The Company does not use any hedging instruments. The Company considers net smelter return ("NSR") and other production related commitments associated with mineral property interests to be derivate instruments. Until such time as economically recoverable resources are identified such derivates are not considered to have reliably measurable value. The Company adopted CICA Handbook Section 3862 "Financial Instruments - Disclosures" which was amended to include additional disclosure requirements about fair value measurements of financial instruments and to enhance liquidity risk disclosure. The additional fair value measurement disclosures include classification of financial inputs used in making the measurements, described as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 - Inputs derived from valuation techniques that include inputs from management or other sources for the asset or liability that are not based on observable market data (unobservable inputs). Comprehensive income (loss) Effective January 1, 2007, the Company adopted the CICA Handbook Section 1530, "Comprehensive Income". Comprehensive income (loss) is defined as the change in equity from transactions and other events from non-owner sources. Section 1530 establishes standards for reporting and presenting certain gains and losses not normally included in net income or loss, such as unrealized gains and losses related to available for sale securities and gains and losses resulting from the translation of self-sustaining foreign operations, in a statement of comprehensive income (loss). At December 31, 2009, the Company recognized in comprehensive income its proportionate share of an unrealized gain on marketable securities. In 2010, the amount was reversed through operations when the securities were sold and the gain was realized. F-9
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 2. SIGINIFICANT ACCOUNTING POLICIES - cont'd Loss per share The loss per share figures are calculated using the weighted average number of shares outstanding during the respective fiscal periods on a post-consolidation basis. The calculation of loss per share figures using the treasury stock method considers the potential exercise of outstanding share purchase options and warrants or other contingent issuances to the extent each option, warrant or contingent issuance was dilutive. For all periods presented, diluted loss per share is equal to basic loss per share as the potential effects of options, warrants and conversions are anti-dilutive. Income taxes The Company accounts for income taxes using the asset and liability method, whereby future tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying values of the asset and liabilities and their respective income tax bases. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on future income taxes and liabilities of a change in rates, when a valuation allowance has not been applied, is included in operations in the period that includes the substantive enactment date. Where the probability of a realization of a future income tax asset is more likely than not, a valuation allowance is recorded. Stock-based compensation The Company follows the CICA Handbook Section 3870, "Stock-based Compensation and Other Stock-based Payments," which requires the fair value method of valuing all grants of stock options. The estimated fair value of the stock options is recorded as compensation expense over the vesting period or at the date of grant if the options vest immediately, with the offset recorded in contributed surplus. The fair value of options granted is estimated at the date of grant using the Black-Scholes option pricing model incorporating assumptions regarding risk-free interest rates, dividend yield, volatility factor of the expected market price of the Company's stock, and a weighted average expected life of the options. Any consideration paid on the exercise of stock options is credited to share capital, together with a reversal of corresponding amounts originally credited to contributed surplus. Credit risk and the fair value of financial assets and financial liabilities In January 2009, the CICA approved EIC 173, "Credit Risk and the Fair Value of Financial Assets and Liabilities". This guidance clarified that an entity's own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities including derivative instruments. Mining exploration costs In March 2009 the CICA approved EIC 174, "Mining Exploration Costs". The guidance clarified that an enterprise that has initially capitalized exploration costs has an obligation in the current and subsequent accounting periods to test such costs for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Recent accounting pronouncements - Not yet adopted International Financial Reporting Standards ("IFRS") In February 2008, the Canadian Accounting Standards Board confirmed that publicly accountable enterprises will be required to adopt International Financial Reporting Standards ("IFRS") in place of Canadian GAAP for interim and annual reporting purposes for fiscal years beginning on or after January 1, 2011. Accordingly, the Company will transition from current Canadian GAAP reporting and commence reporting under IFRS for the first quarter of 2011, with restatement of comparative information presented. The Company developed a conversion plan consisting of four key stages including; project planning and preliminary assessment, detailed assessment, design and F-10
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 2. SIGINIFICANT ACCOUNTING POLICIES - cont'd International Financial Reporting Standards ("IFRS") - cont'd implementation. The project planning and preliminary assessment stage has been completed. The preliminary assessment was completed with the assistance of external advisors and training and outlines the significant differences between Canadian GAAP and IFRS and rates the impact of each of the significant differences on the entity's financial statements, thereby allowing the Company to focus the detailed assessment on the highest priority items. Consolidated Financial Statements, Business Combinations and Non-controlling Interests In January 2009, the CICA issued Section 1601, "Consolidated Financial Statements", and Section 1602, "Noncontrolling Interests", which together replace the existing Section 1600, "Consolidated Financial Statements", and provide the Canadian equivalent to International Accounting Standard 27, "Consolidated and Separate Financial Statements". The new sections will be applicable to the Company on January 1, 2011. Earlier adoption is permitted as of the beginning of a fiscal year, in which case an entity would also early adopt Handbook Section 1582, "Business Combinations", and Handbook Section 1602, "Non-controlling Interests". The Company is assessing the impact, if any, of the adoption of these new sections on its consolidated financial statements. Other accounting pronouncements issued by the CICA with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company. Comparative figures Certain of the comparative figures have been reclassified to conform to the current year's presentation. 3. MARKETABLE SECURITIES At December 31, 2009, PFG held 500,000 common shares of Cougar Minerals Corp. ("Cougar"), a company listed on the TSX Venture Exchange (Note 4). At initial recognition, each common share was recorded at a fair value of $0.05. As at December 31, 2009 the closing trading price of Cougar's common shares was $0.125 per common share with a total fair value of $62,500. During the year ended December 31, 2010, PFG sold 100,000 common shares of Cougar for $8,854, resulting in a gain of $3,854. Pursuant to the Purchase Agreement, the Company sold its interest in PFG and therefore does not hold an interest in Cougar at December 31, 2010 (Note 4). The Company previously classified the investment as available-for-sale. 4. MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS Title to mining properties involves certain inherent risks due to the difficulties of determining the title and extraction rights of certain claims, as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mining properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing. During the year ending December 31, 2010 the Company had $677,718 (2009 - $101,000) in property expenditures as detailed in the consolidated schedule of mineral properties and deferred exploration costs. At December 31, 2010, the Company held an interest in the following mineral properties: Pinefalls Gold Pursuant to the completion of a subscription agreement and a share exchange agreement in April 2005, the Company acquired the net assets of PFG including an interest in the Pinefalls Gold Property, located in the Bissett Area of Manitoba, valued at $319,306. The Company held a 65.42% interest in PFG, effective June 30, 2006. On April 6, 2009 PFG entered into an Option and Purchase and Sale Agreement with Cougar, whereby Cougar was granted an option to purchase certain claims comprising the Pinefalls Gold Property. During the year ended F-11
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 4. MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS - cont'd Pinefalls Gold - cont'd December 31, 2009, the Company received $10,000 cash and 500,000 common shares with a fair value of $26,000 (Note 3) on execution of the Agreement. At December 31, 2009, the Company wrote-down the property to $91,000. The basis of the impairment was to reflect the net estimated recoverable value of the Pinefalls Gold Property, based on anticipated future cash flows. On April 30, 2010, Outback received an additional $25,000 from Cougar. Pursuant to the Purchase Agreement, the Company sold its interest in PFG and, accordingly, at December 31, 2010 no longer holds an interest in the Pinefalls Gold Property. During the year ended December 31, 2010, the Company incurred $Nil (2009 - $Nil) in deferred exploration costs on the Pinefalls Gold Property. The Company realized a loss on the sale of PFG, equal to the amount by which the carrying value of the net assets disposed of as of May 31, 2010, exceeded the proceeds of $52,606, as follows: Assets $ 126,364 Liabilities (30,974) Non-controlling interest (33,005) Accumulated other non-controlling interest (2,616) --------- 59,769 Proceeds (52,606) --------- Loss on sale of investment $ 7,163 ========= Post Creek On December 23, 2009 the Company executed a letter of intent whereby the Company has an option to acquire the mineral claim known as the Post Creek Property located within the Sudbury Mining District of Ontario, and paid a non-refundable deposit of $7,500. On April 5, 2010 the Company entered into an option agreement to acquire a 100% interest in the Post Creek Property and agreed to the following consideration: Exploration Date Cash Shares requirements ---- ---- ------ ------------ On or before April 5, 2010 (paid and issued) $12,500 400,000 On or before April 5, 2011 (subsequently paid and issued) $30,000 300,000 $15,000 On or before April 5, 2012 $50,000 300,000 $15,000 On or before April 5, 2013 $50,000 -- $15,000 During the year ended December 31, 2010, the Company incurred $153,3l0 (2009 - $Nil) in deferred exploration costs on the Post Creek Property. The Company's interest is subject to a 2.5% NSR, of which 1.5% can be repurchased by the Company for $1,500,000. Commencing August 1, 2013, if the Company exercises its option, the Company will be obligated to pay advances on the NSR of $10,000 per annum, which will be deducted from any payments to be made under the NSR. Woods Creek On December 23, 2009 the Company executed a letter of intent whereby the Company has an option to acquire the mineral claim known as the Woods Creek Property located within the Sudbury Mining District of Ontario and paid a non-refundable deposit of $2,500. F-12
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 4. MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS - cont'd Woods Creek - cont'd On April 5, 2010, the Company entered into an option agreement to acquire up to a 100% interest in the Woods Creek Property and agreed to the following consideration: Exploration Date Cash Shares requirements ---- ---- ------ ------------ On or before April 5, 2010 (paid and issued) $ 7,500 150,000 On or before April 5, 2011 (subsequently paid and issued) $15,000 150,000 $24,000 On or before April 5, 2012 $20,000 -- $24,000 On or before April 5, 2013 $45,000 -- $24,000 During the year ended December 31, 2010, the Company incurred $20,340 (2009 - $Nil) in deferred exploration costs on the Woods Creek Property. The Company's interest is subject to a 2.5% NSR, of which 1.5% can be repurchased by the Company for $1,500,000. Commencing August 1, 2013, if the Company exercises its option, the Company will be obligated to pay advances on the NSR of $5,000 per annum, which will be deducted from any payments to be made under the NSR. Halcyon On April 5, 2010, the Company entered into an option agreement to acquire up to a 100% interest in the Halcyon Property located Ontario and agreed to the following consideration: Exploration Date Cash Shares requirements ---- ---- ------ ------------ On or before April 5, 2010 (paid and issued) $15,000 300,000 On or before April 5, 2011 (subsequently paid and issued) $25,000 200,000 $22,000 On or before April 5, 2012 $35,000 -- $22,000 On or before April 5, 2013 $35,000 -- $22,000 During the year ended December 31, 2010, the Company incurred $Nil (2009 - $Nil) in deferred exploration costs on the Halcyon Property. The Company's interest is subject to a 2.5% NSR, of which 1.5% can be repurchased by the Company for $1,500,000. Commencing August 1, 2013, if the Company exercises its option, the Company will be obligated to pay advances on the NSR of $8,000 per annum, which will be deducted from any payments to be made under the NSR. Bell Lake On April 5, 2010, the Company entered into an option agreement to acquire up to a 100% interest in the Bell Lake Property located in Ontario, and agreed to the following consideration: Exploration Date Cash Shares requirements ---- ---- ------ ------------ On or before April 5, 2010 (paid and issued) $25,000 300,000 On or before April 5, 2011 (subsequently paid and issued) $25,000 300,000 $ -- On or before April 5, 2012 $40,000 400,000 $ -- On or before April 5, 2013 $40,000 -- $ -- On or before April 5, 2013 $80,000 -- $ -- During the year ended December 31, 2010, the Company incurred $560 (2009 - $Nil) in deferred exploration costs on the Bell Lake Property. F-13
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 4. MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS - cont'd Bell Lake - cont'd The Company's interest is subject to a 2.5% NSR, of which 1.5% can be repurchased by the Company for $1,500,000. Commencing August 1, 2014, once the Company exercises its option, the Company will be obligated to pay advances on the NSR of $5,000 per annum, which will be deducted from any payments to be made under the NSR. Manitoba Nickel On April 5, 2010, the Company entered into a purchase and sale agreement, with a company with directors in common, to acquire a 100% interest in the Thompson North, South Bay and Cedar Lake properties located in Manitoba, and agreed to consideration of $1,000 cash (paid) and 6,000,000 common shares (issued).The Company's interest is subject to a 2% NSR, of which 1% can be repurchased by the Company for $1,000,000. (a) Thompson North Property During the year ended December 31, 2010, the Company incurred $585 (2009 - $Nil) in deferred exploration costs on the Thompson North Property. (b) South Bay Property During the year ended December 31, 2010, the Company incurred $2,523 (2009 - $Nil) in deferred exploration costs on the South Bay Property. (c) Cedar Property During the year ended December 31, 2010, the Company incurred $400 (2009 - $Nil) in deferred exploration costs on the Cedar Property. 5. EQUIPMENT 2010 2009 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization Disposal value ---- ------------ ----- ---- ------------ -------- ----- Computer hardware $ -- $ -- $ -- $1,579 $ (863) $ (716) $ -- ====== ====== ====== ====== ====== ====== ====== 6. RELATED PARTY TRANSACTIONS During the year ended December 31, 2010, the Company entered into the following transactions with related parties: (a) recorded $19,000 (2009 - $Nil; 2008 - $Nil) for consulting fees to a company in which a director has an interest; (b) recorded $90,000 (2009- $24,000; 2008 - $24,000) for management fees a director of the Company and to a company in which a director has an interest; (c) recorded $28,000 (2009 - $Nil; 2008 - $Nil) for geological consulting fees to a director of the Company, of which $26,833 (2009 - $Nil; 2008 - $Nil) has been recorded in consulting services as deferred exploration costs for mineral properties and $1,167 (2009 - $Nil; 2008 - $Nil) has been recorded in consulting fees on the statements of operations; (d) recorded $11,772 (2009 - $Nil; 2008 - $Nil) for professional fees to a company in which a director has an interest; (e) entered into a purchase and sale agreement, with a company with directors in common for the acquisition mineral properties (Note 4); and (f) issued 2,640,000 common shares at a fair value of $132,000, to a company in which a director has an interest for settlement of debt. F-14
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 6. RELATED PARTY TRANSACTIONS - cont'd Related party transactions were in the normal course of business and have been recorded at the exchange amount which is the fair value agreed to between the parties. At December 31, 2010, recorded in due to related parties is $87,094 (2009 - $132,333) owing to directors of the Company and companies in directors have an interest. Amounts due to related parties are unsecured, non-interest bearing and without specific terms of repayment. 7. SHARE CAPITAL a) The authorized capital of the Company comprises an unlimited number of common shares without par value and 100,000,000 Series 1 convertible preferred shares without par value. b) Common shares issued and outstanding Number of Contributed shares Amount surplus ----------- ----------- ----------- Balance, December 31, 2008 and 2009 5,441,730 $13,044,609 $ 53,344 Shares issued for debt 2,640,000 132,000 -- Shares issued for mineral properties 7,150,000 429,000 -- Shares issued for private placement 20,000,000 1,100,000 -- Stock-based compensation -- -- 182,500 ----------- ----------- ----------- Balance, December 31, 2010 35,231,730 $14,705,609 $ 235,844 =========== =========== =========== Effective April 19, 2010, the Company consolidated its common share capital on a 2:1 basis, whereby each two old shares are equal to one new share and increased its authorized capital from 100,000,000 common shares without par value to an unlimited number of common shares without par value. All references to common shares, stock options, warrants and weighted average number of shares outstanding in these consolidated financial statements reflect the share consolidation. Year ended December 31, 2010: The Company issued 2,640,000 common shares at a fair value of $132,000 for settlement of debt (Note 6). The Company completed a non-brokered private placement of 10,000,000 common shares for proceeds of $500,000 and 10,000,000 units for proceeds of $600,000. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable into one common share of the Company at $0.10 per share until December 28, 2012. The Company does not separately disclose the value attributed to the warrants. The Company issued 7,150,000 common shares at a fair value of $429,000 for the acquisition of mineral properties (Note 4). c) Preferred shares issued and outstanding At December 31, 2010 and 2009, there are 604,724 (2009 - 604,724) preferred common shares outstanding. The rights and restrictions of the preferred shares are as follows: i) dividends shall be paid at the discretion of the directors; ii) the holders of the preferred shares are not entitled to vote except at meetings of the holders of the F-15
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 7. SHARE CAPITAL - cont'd c) Preferred shares issued and outstanding - cont'd ii) - cont'd preferred shares, where they are entitled to one vote for each preferred share held; iii) the shares are convertible at any time; and iv) the number of the common shares to be received on conversion of the preferred shares is to be determined by dividing the conversion value of the share, $1 per share, by $0.90. d) Warrants A continuity schedule of outstanding common share purchase warrants at December 31, 2010 is as follows: Number of Weighted average warrants exercise price -------- -------------- Balance, December 31, 2008 and 2009 -- $ -- Granted 10,000,000 0.10 ---------- ----- Balance, December 31, 2010 10,000,000 $0.10 ========== ===== At December 31, 2010, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows: Weighted average Number of Exercise remaining life warrants Expiry date price (years) -------- ----------- ----- ------- 10,000,000 December 28, 2012 $0.10 1.99 years ========== ================= ===== ========== e) Stock options The Company has entered into a Stock Option Plan (the "Plan"), providing the authority to grant options to directors, officers, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the Plan, the exercise price of each option equals the market price or a discounted price of the Company's stock as calculated on the date of grant. The options can be granted for a maximum term of 10 years. The Company calculates the fair value of all stock-based compensation awards using the Black-Scholes option pricing model. During the year ended December 31, 2010, the Company granted 3,300,000 incentive stock options to directors, officers and employees. The granting of these options resulted in stock-based compensation expense of $182,500 which was recorded as stock-based compensation expense on the statements of operations. The options granted vested upon issuance. F-16
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 7. SHARE CAPITAL - cont'd e) Stock options - cont'd The weighted average fair value of stock options granted during the year ended December 31, 2010 was $0.055. The following assumptions were used for the Black-Scholes valuation of stock options during the year: 2010 2009 ---- ---- Risk-free interest rate 2.16% -- Expected life 5 years -- Annualized volatility 214.74% -- Dividend yield 0% -- ====== ===== A continuity schedule of outstanding stock options at December 31, 2010 is as follows: Number of Weighted average options exercise price ------- -------------- Balance, December 31, 2008 and 2009 -- $ -- Granted 3,300,000 0.10 --------- ----- Balance, December 31, 2010 3,300,000 $0.10 ========= ===== At December 31, 2010, the Company had stock options outstanding exercisable to acquire common shares of the Company as follows: Number of Number of Weighted average options options Exercise remaining life outstanding exercisable Expiry date price (years) ----------- ----------- ----------- ----- ------- 2,950,000 2,950,000 August 27, 2015 $ 0.10 4.66 150,000 150,000 November 25, 2015 0.10 4.90 200,000 200,000 December 8, 2015 0.10 4.94 ---------- ---------- ------ 3,300,000 3,300,000 4.69 ========== ========== ====== 8. INCOME TAXES The Company has approximately $572,000 in non-capital losses that can be offset against taxable income in future years which began expiring at various dates commencing in 2009, and approximately $157,000 in capital losses which may be available to offset future taxable capital gains which can be carried forward indefinitely. The potential future tax benefit of these losses has not been recorded as a full-future tax asset valuation allowance has been provided due to the uncertainty regarding the realization of these losses. The related potential income tax benefits with respect to these items have not been recorded in the accounts. F-17
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 8. INCOME TAXES - cont'd A reconciliation of income taxes at statutory rates with the reported taxes is as follows: 2010 2009 2008 --------- --------- --------- Loss before income taxes: $ 529,808 $ 117,645 $ 200,977 Statutory rates 28.50% 31.00% 31.00% --------- --------- --------- Expected income tax recovery 150,995 36,470 62,303 Non-controlling interest -- 3,389 2,668 Effect of reduction in tax rates (4,632) (4,227) (25,427) Permanent differences and other (71,983) (4,100) 14,307 Expiring losses -- (10,932) (7,194) Non-allowable portion of capital loss (42,380) -- -- Increase in valuation allowance (32,000) (20,600) (46,657) --------- --------- --------- Net future income tax recovery $ -- $ -- $ -- ========= ========= ========= The significant components of the Company's future income tax assets are as follows: 2010 2009 --------- --------- Non-capital loss carry forward benefit $ 143,000 $ 92,000 Capital losses carried forward 39,000 2,000 Mining properties -- 56,000 Valuation allowance (182,000) (150,000) --------- --------- Net future income tax asset $ -- $ -- ========= ========= 9. CAPITAL MANAGEMENT The Company manages its capital structure, which consists of share and working capital, and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage; as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing cash and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire interests in additional properties. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size and nature of the Company, is reasonable. There were no changes in the Company's approach to capital management during the years ended December 31, 2010 and 2009. The Company is not exposed to externally imposed capital requirements. F-18
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 10. FINANCIAL INSTRUMENTS AND RISK FACTORS The Company's financial instruments consist of cash, receivables, marketable securities, accounts payable and due to related parties. The carrying value of these financial instruments approximates their fair value. Cash is measured based on Level 1 inputs of the fair value hierarchy. The Company is engaged primarily in the mineral exploration field and manages related industry risk issues directly. The Company is potentially at risk for environmental reclamation and fluctuations in commodity based market prices associated with resource property interests. Management is of the opinion that the Company addresses environmental risk and compliance in accordance with industry standards and specific project environmental requirements. There is no certainty that all environmental risks and contingencies have been addressed. The Company's primary risk exposures are summarized below: Credit risk The Company's credit risk is primarily attributable to its cash accounts. This risk is managed through the use of major banks which are high credit quality financial institutions as determined by rating agencies. The Company's secondary exposure to credit risk is on its receivables. Receivables include primarily goods and services tax due from the Federal Government of Canada. Management believes that the Company has no significant concentration of credit risk arising from operations Liquidity risk The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet third party liabilities when due. The Company has working capital of $556,665 at December 31, 2010. All of the Company's liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Company is dependent on management's ability to raise additional funds so that it can manage its financial obligations. The ability to raise funds in capital markets is impacted by general market and economic conditions and the commodity markets in which the Company conducts business. Market risk (a) Interest rate risk The Company has cash balances and no interest-bearing debt therefore, interest rate risk is minimal. (b) Foreign currency risk The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars: therefore, foreign currency risk is minimal. 11. SUPPLEMENTAL CASH FLOW INFORMATION The Company incurred non-cash financing and investing activities during the year ended December 31, 2010 as follows: 2010 2009 ---- ---- Common shares issued for debt (Note 6) $132,000 $ -- Accrued mineral property and deferred exploration costs $ 2,825 $ -- Common shares issued for mineral properties (Note 4) $429,000 $ -- ======== ===== F-19
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 12. COMMITMENTS Effective May 1, 2010, the Company entered into the following agreements for services with directors of the Company and a company in which a director has an interest: i) management fees: $5,000 per month and $4,000 per month ii) consulting fees: $3,500 per month Each of the agreements shall be continuous and may only be terminated by mutual agreement of the parties, subject to the provisions that in the event there is a change of effective control of the Company, the party shall have the right to terminate the agreement, within sixty days from the date of such change of effective control, upon written notice to the Company. Within thirty days from the date of delivery of such notice, the Company shall forward to the party the amount of money due and owing to the party hereunder to the extent accrued to the employee to the effective date of termination. 13. RECONCILIATION BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES These consolidated financial statements have been prepared in accordance with Canadian GAAP, which differs in certain respects from US GAAP. A description of US GAAP and practices prescribed by the US Securities and Exchange Commission ("SEC") that result in material measurement and disclosure differences from Canadian GAAP are summarized as follows: Consolidated Balance Sheets 2010 2009 ----------- ----------- Total assets under Canadian GAAP $ 1,363,910 $ 184,212 (a) Mineral property exploration costs expensed under USGAAP (177,718) (31,138) ----------- ----------- Total assets under US GAAP $ 1,186,192 $ 153,074 =========== =========== Total liabilities under Canadian and US GAAP $ 129,527 $ 185,747 =========== =========== Non-controlling interest under Canadian GAAP $ -- $ 53,249 (a) Non-controlling interest in mineral property exploration costs expensed under US GAAP -- (10,774) ----------- ----------- Non-controlling interest under US GAAP $ -- $ 42,475 =========== =========== Total shareholders' equity (deficit) under Canadian GAAP $ 1,234,383 $ (54,784) (a) Mineral property exploration costs expensed under US GAAP (208,856) (31,138) (a) Non-controlling interest in mineral property exploration costs expensed under US GAAP 10,774 10,774 ----------- ----------- Total shareholders' equity (deficit) under US GAAP $ 1,036,301 $ (75,148) =========== =========== F-20
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 13. RECONCILATION BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPELS - cont'd Consolidated Statements of Operations and Deficit Years ended December 31, 2010 2009 2008 ----------- ----------- ----------- Net loss under Canadian GAAP $ (529,808) $ (117,645) $ (200,977) (a) Mineral property exploration costs expensed under US GAAP (177,718) -- (6,490) (a) Non-controlling interest in mineral property exploration costs expensed under US GAAP -- -- 2,246 (c) Loss on sale of subsidiary 14,208 -- -- ----------- ----------- ----------- Net loss under US GAAP (693,318) (117,645) (205,221) Accumulated other comprehensive income (loss) (24,525) 24,525 -- ----------- ----------- ----------- Comprehensive loss - US GAAP $ (717,843) $ (93,120) $ (205,221) =========== =========== =========== Basic and diluted loss per share under US GAAP $ (0.04) $ (0.02) $ (0.04) =========== =========== =========== Consolidated Statements of Cash Flows Net cash used in operating activities under Canadian GAAP $ (282,855) $ (24,146) $ (22,477) (b) Mineral property exploration costs incurred (177,843) -- (6,490) ----------- ----------- ----------- Net cash used in operating activities under US GAAP $ (460,573) $ (24,146) $ (28,967) =========== =========== =========== Net cash provided by (used in) investing activities under Canadian GAAP $ (174,433) $ -- $ (6,490) (b) Mineral property exploration costs incurred 177,718 -- 6,490 ----------- ----------- ----------- Net cash provided by (used in) investing activities under US GAAP $ 3,285 $ -- $ -- =========== =========== =========== Net cash provided by financing activities under Canadian and US GAAP $ 1,100,000 $ -- $ -- =========== =========== =========== F-21
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 13. RECONCILIATION BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES - cont'd (a) Interest in unproven mineral properties In accordance with Canadian GAAP, the cost of mineral properties and related exploration and development costs are deferred until the properties are placed into production, sold, abandoned or management has determined there to be impairment. In accordance with US GAAP, mineral property acquisition costs are initially capitalized when incurred and the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Mineral property exploration costs are generally expensed as incurred until commercially minable deposits are determined to exist within a particular property as cash flows cannot be reasonably estimated prior to such determination. Accordingly, for all periods presented, the Company has expensed all mineral property exploration costs for US GAAP. During 2009, the Company optioned some of its mineral property interest. Under Canadian GAAP, the Company will record the option proceeds against the carrying value of the mineral property while for US GAAP, the Company will record the option proceeds as a recovery of mineral property costs on the statement of operations. (b) Mineral property costs incurred Under Canadian GAAP, cash flows relating to mineral property acquisition and exploration costs and option proceeds received are reported as investing activities. Under US GAAP, exploration costs are classified as operating activities. The net cash provided by (used in) operating and investing activities has been adjusted accordingly for all periods presented. (c) Loss on sale of subsidiary As described in (a) above, there is a difference between the basis for capitalization, expensing and mineral property exploration and development costs between Canadian GAAP and US GAAP. To the extent that mineral properties are owned by the Company's subsidiary, this difference gives rise to different carrying values in the subsidiary mineral properties and the non-controlling interests in the Company's subsidiary under US GAAP as compared to Canadian GAAP. Accordingly, upon sale of the underlying subsidiary, the resulting gain or loss is different between Canadian GAAP and US GAAP. (d) Income taxes Under US GAAP, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Under Canadian GAAP, the effect of a change in tax rates is recognized in the period of substantive enactment. The application of this difference under US GAAP does not result in a material difference between future income taxes as recorded under Canadian GAAP. (e) Recent accounting pronouncements In January 2010, the FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements, which is included in the ASC Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010-06 also requires disclosures of activities, including F-22
NORTH AMERICAN NICKEL INC. (formerly Widescope Resources Inc.) Notes to the Consolidated Financial Statements For the Year Ended December 31, 2010 -------------------------------------------------------------------------------- 13. RECONCILIATION BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES - cont'd (e) Recent accounting pronouncements - cont'd purchases, sales, issuances, and a settlement within Level 3 fair value measurements and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The implementation of the adoption of ASU 2010-06 has not had a material impact on the Company's consolidated financial statements. In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements". The amendment eliminates the requirement for SEC filers to disclose the date through which subsequent events have been evaluated. This standard had no impact on the Company's consolidated financial statements. There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company's financial position or operating results. 14. SUBSEQUENT EVENTS Subsequent to December 31, 2010, the Company paid $30,000 and issued 300,000 common shares pursuant to the Post Creek Property option agreement, paid $15,000 and issued 150,000 common shares pursuant to the Woods Creek Property option agreement, paid $25,000 and issued 200,000 common shares pursuant to the Halcyon Property option agreement and paid $25,000 and issued 300,000 common shares pursuant to the Bell Lake Property option agreement (Note 4). F-23