SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September 1999
MINCO MINING & METALS CORPORATION
(Translation of registrant's name into English)
Suite 1200, 543 Granville Street
Vancouver, British Columbia
Canada V6C 1X8
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F |X| Form 40-F |_|
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes |_| No |X|
1. Consolidated financial statements for the nine months ended
September 30, 1999
<PAGE>2
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.
Minco Mining & Metals Corporation
Date: December 6, 2000 By: /s/ Ken Cai
Ken Cai, President and C.E.O.
<PAGE>
ELLIS FOSTER
CHARTERED ACCOUNTANTS
1650 West 1st Avenue
Vancouver, BC Canada V6J 1G1
Telephone: (604) 734-1112 Facsimile: (604) 714-5916
E-Mail: [email protected]
NOTICE TO READER
We have compiled the consolidated balance sheet of Minco Mining & Metals
Corporation as at September 30, 1999 and the consolidated statements of
operations and deficit and cash flows for the period then ended from information
provided by management. We have not audited, reviewed or otherwise attempted to
verify the accuracy or completeness of such information. Readers are cautioned
that these statements may not be appropriate for their purposes.
Vancouver, Canada "ELLIS FOSTER"
November 23, 1999 Chartered Accountants
<PAGE>
MINCO MINING AND METALS CORPORATION
Consolidated Balance Sheet
September 30, 1999
(Unaudited - See Notice to Reader)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
Current
Cash and temporary investments $ 2,494,931 $ 3,349,090
Funds restricted for mineral exploration 2,145 42,441
Accounts receivable 46,705 37,381
Prepaid expenses and deposits 81,624 148,452
------------ ------------
2,625,405 3,577,364
Mineral interests (Note 1) 2,256,507 2,386,317
Capital assets 296,265 373,249
------------ ------------
$ 5,178,177 $ 6,336,930
============ ============
LIABILITIES
Current
Accounts payable and accrued liabilities $ 263,265 $ 96,488
------------ ------------
SHAREHOLDERS' EQUITY
Share capital (Note 2) 10,175,833 9,622,968
Deficit (5,260,921) (3,382,526)
------------ ------------
4,914,912 6,240,442
------------ ------------
$ 5,178,177 $ 6,336,930
============ ============
</TABLE>
Approved by the Directors: "Ken Cai" "William Meyer"
--------- ---------------
Ken Cai William Meyer
<PAGE>
MINCO MINING AND METALS CORPORATION
Consolidated Statement of Operations and Deficit
Nine Months Ended September 30, 1999
(Unaudited - See Notice to Reader)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Interest and sundry income $ 52,180 $ 103,481
------------ ------------
Expenses
Accounting and audit 57,937 70,865
Advertising 32,406 11,776
Amortization 68,502 60,124
Capital taxes 11,581 15,015
Conference 8,883 5,409
Investor and government relations 105,148 86,717
Investor relations - consulting 95,948 87,097
Legal 13,653 50,456
Listing, filing and transfer agents 19,761 46,422
Management fees 28,720 72,336
Office and miscellaneous 38,043 39,888
Printing 42,920 28,812
Property investigation 37,796 67,087
Rent 79,174 108,430
Salaries and benefits 56,246 72,600
Telephone 17,280 44,377
Travel and transportation 18,233 44,632
Foreign exchange loss (gain) 4,235 (1,498)
------------ -------------
736,466 910,545
------------ -------------
Operating loss (684,286) (807,064)
Mineral interest written off (4,590) -
------------ -------------
Net loss for the period (688,876) (807,064)
Deficit, beginning of period (4,572,045) (2,575,462)
------------ -------------
Deficit, end of period $ (5,260,921) $ (3,382,526)
============ =============
Loss per share $ (0.04) $ (0.05)
============ =============
</TABLE>
<PAGE>
MINCO MINING AND METALS CORPORATION
Consolidated Statement of Cash Flows
Nine Months Ended September 30, 1999
(Unaudited - See Notice to Reader)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows from (used in) operating activities
Net loss for the period $ (688,876) $ (807,064)
Items not involving cash:
- amortization 68,502 60,124
- mineral interest written off 4,590 -
------------ ------------
(615,784) (746,940)
Change in non-cash working capital:
- accounts receivable (29,075) 13,384
- prepaid expenses and deposits (17,607) (110,189)
- accounts payable and accrued liabilities 123,711 (71,471)
------------ ------------
(538,755) (915,216)
------------ ------------
Cash flows from financing activities
Shares issued for cash, net of issuance costs 562,500 750,000
------------ ------------
Cash flows from (used in) investing activities
Acquisition of capital assets (100,721) (222,044)
Deferred exploration costs (606,504) (573,409)
Decrease in funds restricted
for mineral exploration 211,453 22,888
------------ ------------
(495,772) (772,565)
------------ ------------
Decrease in cash and cash equivalents (472,027) (937,781)
Cash and cash equivalents, beginning of period 2,966,958 4,286,871
------------ -------------
Cash and cash equivalents, end of period $ 2,494,931 $ 3,349,090
============ ============
</TABLE>
<PAGE>
MINCO MINING & METALS CORPORATION
Notes to Consolidated Financial Statements
September 30, 1999
(Unaudited - See Notice to Reader)
1. Mineral Interests
<TABLE>
<CAPTION>
Jan. 1, 1999
Deferred to Sept. 30 Deferred Deferred
Costs 1999 Amount Costs Costs
Dec. 31 Exploration Written Off Sept. 30 Sept. 30
1998 Costs 1999 1998
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Emperor's Delight $ 89,316 $ 21,781 $ - $ 111,097 $ 89,316
Lengkou - - - - 396,118
Crystal Valley 100 - - 100 100
Stone Lake 100 - - 100 100
Changba Lijiagou
Lead-Zinc Deposit 134,803 - - 134,803 134,803
White-Silver Mountain 623,081 568,914 - 1,191,995 244,676
Chapuzi 330,218 - - 330,218 376,002
Xifanping Gold Deposits - - - - 34,960
Heavenly Mountains 436,519 - - 436,519 654,779
Savoyardinskii - 4,590 (4,590) - 354,972
Inner Mongolia 40,456 11,219 - 51,675 10,456
Sundry - - - - 90,035
-------------------------------------------------------------------------------------------------
$1,654,593 $606,504 $ (4,590) $2,256,507 $2,386,317
=================================================================================================
</TABLE>
2. Share Capital
(a) Authorized: 100,000,000 common shares without par value
(b) Issued:
<TABLE>
<CAPTION>
Shares Amount
---------- ----------
<S> <C> <C>
Balance, December 31, 1997 and June 30, 1998 15,370,123 $ 8,872,968
Issued pursuant to a private placement, less share 375,000 740,365
issuance cost of $9,635
---------- -----------
Balance, December 31, 1998 15,745,123 9,613,333
Private placement at $0.85 per share 250,000 212,500
Private placement at $1.00 per share 150,000 150,000
Share purchase warrants exercised at $1.60 125,000 200,000
per share
---------- -----------
Balance, September 30, 1999 16,270,123 $10,175,833
========== ===========
</TABLE>
<PAGE>
MINCO MINING & METALS CORPORATION
Notes to Consolidated Financial Statements
September 30, 1999
(Unaudited - See Notice to Reader)
2. Share Capital (continued)
(c) 3,562,328 of the shares issued are held in escrow, the release of
which is subject to the direction of the regulatory authorities.
(d) Stock options outstanding at September 30, 1999:
Number of Shares Exercise Price Expiry Date
---------------- -------------- -----------
826,100 $1.41 March 5, 2006
215,500 $1.41 June 20, 2007
97,300 $1.41 October 8, 2006
97,300 $1.41 March 6, 2007
75,000 $1.50 April 24, 2000
120,000 $1.01 January 12, 2000
120,000 $1.41 January 12, 2000
75,000 $1.20 February 4, 2001
75,000 $1.41 February 4, 2001
150,000 $1.65 July 16, 2006
---------
1,851,200
(e) Warrants outstanding at September 30, 1999:
Number of Shares Exercise Price Expiry Date
---------------- -------------- -----------
1,600,000 $2.00 December 31, 2000
125,000 $3.45 July 9, 2000
125,000 $0.85 January 15, 2000
150,000 $1.20 February 4, 2000
---------
2,000,000
<PAGE>
MINCO MINING & METALS CORPORATION
Notes to Consolidated Financial Statements
September 30, 1999
(Unaudited - See Notice to Reader)
3. Related Party Transactions
(a) The Company incurred the following expenses to its directors or
corporations controlled by its directors:
1999 1998
---- ----
Management fees and salaries $ 74,671 $ 89,124
Property investigation - 24,434
Investor relations - consulting - -
Deferred exploration costs 48,897 73,206
Rent - 12,000
-------- --------
$123,568 $198,764
======== ========
(b) Account payable of $51,914 (1998 - $51,632) is due to a related party.
4. Comparative Figures
Certain 1998 comparative figures have been reclassified to conform with the
financial statement presentation adopted for 1999.
<PAGE>
Schedule "C": Management Discussion
Minco Mining & Metals Corporation
For the Quarter ended September 30, 1999
Project Activity
As to the end of September 1999, the exploration costs on the White Silver
Mountain project amounted to $568,913.63 in addition to the new set of drilling
equipment purchased at a cost of $97,337 and shipped to White Silver Mountain in
March 1999.
During the period, Teck Corporation exercised its option on an additional
125,000 Minco warrants. As a result, Teck has taken over as operator of the
White Silver Mountain project in Gansu Province, China. At Teck's sole option,
it can earn a 56% interest in "Gansu Keyin", a Chinese registered joint venture
company between Minco and Baiyin Non-Ferrous Metals Corporation, by funding
Minco's obligation on the License Territory through production.
The Phase I underground drilling program has been completed and indicates
mineralization continues for at least 200 metres strike and 300 metres depth
below the level of current mining at White Silver Mountain. With the exception
of the most recent two drill holes, all assay results for copper, lead, zinc,
gold and silver from Phase I drilling have been previously released.
The Phase II underground drilling program under option to Teck Corporation has
commenced in October, this program is testing two 300 metre by 300 metre strike
extensions from the mineralization found in the Phase 1 drill program. Drifting
has been completed to the east to test the area between sections E9800 and
E10100, while drifting to the west to test the area between sections E9600 and
E9300 should be completed in several weeks. A third target area below Chinese
drillhole 7-18B will also be tested.
The first of the three holes to be drilled from the E9900 drill station is in
progress. Five additional holes are planned from sections E9600 and E9500. One
hole is also planned to test section E10300 from a station off the mine haulage
ramp to test the down dip extension of hole 7-18B previously drilled by the
Chinese. Hole 7-18B intersected a massive sulfide orebody grading 1.47% Cu,
7.79% Pb, 12.32% Zn, 16.22 g/t Au and 210.85 g/t Ag over 54.6 metres (26.5 m
true width).
A surface exploration program on the area surrounding the mines is progressing
well. Recent exploration work focussed on tracing exhalite horizons associated
with known ore deposits. This work has demonstrated the Xiaotieshan and
Zheyaoshan deposits occupy the same horizon and that the Huoyanshan deposit is
stacked above the Zheyaoshan deposit. Detailed geological mapping has outlined
prospective horizons deeper in the volcanic sequence and a new copper showing
consisting of malachite and disseminated chalcopyrite in silicified pyroclastic
rocks was identified stratigraphically above the Xiaotieshan deposit. A
lithogeochemical profile of hole XT6-03 was completed to evaluate the
applicability of lithogeochemical exploration techniques within the felsic
volcanic sequence. The results show classic sodium depletion related to
mineralization. Massive sulphide deposition occurs near the top of a specific
chemical-stratigraphic unit. More results from the drilling program will be
reported as received.
In light of the privatization of the Chinese economy, and central government
planned phase-out of all subsidies to state companies, many state-owned mining
companies with quality mineral projects are now seeking foreign partners to
restructure their operations and to develop new mines. With a solid business
relationship with the Chinese mining industry community and regulatory agencies,
<PAGE>
Minco holds a unique position among foreign mining companies currently operating
in China, to pursue quality projects in China. So far the company has reviewed
several good precious metal projects and more are to be evaluated throughout
year 2000.
Financial Activity
As of September 30, 1999, the Company spent a total of $584,722.17 on its
properties in China. Additional costs amounted to $97,337 for new drilling
equipment and parts shipped to China for the White Silver Mountain project.
Overall administrative expenses decreased to $736,466 in first nine months of
1999 from $910,545 for the comparable period of 1998. This 19% decrease reflects
the Company's continuing effort to enhance its operation efficiently and
cost-effectively.
During the period, management fees totaled $28,720 compared to $72,336 for the
same period in 1998; this drastic drop of 60% also indicates a consolidated
management team and more cost-effective business practices within the company.
In addition, the company paid expenses of $94,848.29 incurred by its Chairman,
President and Chief Executive Officer or to corporations controlled by them.
Property investigation costs declined significantly to $37,796 for the first
nine months of 1999 compared to $67,087 for the comparable period of 1998.
Miscellaneous Items
During the period, the Company announced the appointment of Mr. William Meyer to
the Board of Directors to replace Mr. Wayne Spilsbury who departs the Board
then. Mr. Meyer, currently Consultant, Teck Corporation, and formerly
Vice-President, Exploration for Teck (and President of Teck Exploration Ltd.),
joined Teck Exploration Ltd. in 1979 as Exploration Manager for Western Canada
and the United States. In 1991, he was appointed President of Teck Exploration
Ltd., responsible for the direction of exploration activities for Teck
Corporation and its associated companies worldwide. He is a director and officer
of a number of public and privately owned Companies.
In the mean time, the Company granted 150,000 units of Director's stock options
at a price of $1.65. The options will expire July 16, 2006.
