International Millennium Mining Corp.

International Millennium Mining Corp.

June 05, 2015 08:45 ET

International Millennium Mining Corp. Reports Fourth Quarter and Annual Results and Provides Update to Transaction With Elephant Copper Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 5, 2015) -


International Millennium Mining Corp. ("IMMC" or the "Company") (TSX VENTURE:IMI) reports results for its fourth quarter and fiscal year ended December 31, 2014.

Selected Annual Information

Years Ended December 31 2014 2013 2012
Expenditures $ 196,888 $ 291,880 $ 369,453
Stock Based Compensation $ - $ 36,950 $ 176,593
Gain on Sale of Mineral Properties $ - $ - $ 170,825
Gain on Sale of Subsidiary $ - $ 30,000 $ -
Loss on Disposition of Available for Sale Investment $ 32,719 $ - $ -
Write Down of Exploration and Evaluation Assets $ 2,116,004 $ 15,000 $ 165,856
Net Loss $ (2,677,202) $ (399,760) $ (652,115)
Net Loss Per Share $ (0.02) $ (0.00) $ (0.01)
Exploration and Evaluation Assets $ 3,888,404 $ 5,839,441 $ 5,577,125
Total Assets $ 3,956,013 $ 5,898,107 $ 5,895,236
Total Liabilities $ 1,204,848 $ 911,824 $ 684,312
Share Capital $ 16,654,145 $ 16,584,645 $ 16,299,945
Common Shares Outstanding 109,053,296 108,088,296 104,245,096
Fully Diluted Shares Outstanding 115,563,296 143,627,046 136,628,761

Summary Discussion

At December 31, 2014, the Company had a total of 109,053,296 common shares outstanding.

During the year ended December 31, 2014 the Company recorded a net loss of $2,677,202 as compared to a net loss of $399,760 during fiscal 2013. Overall expenditures decreased by $94,992, or 33%, from $291,880 in fiscal 2013 to $196,888 in fiscal 2014. The material variances during the periods are as follows:

  1. The Company granted 1,725,000 stock options in fiscal 2013 and nil during fiscal 2014. As a result the Company recorded $36,950 in stock based compensation during fiscal 2013 as compared to $nil during fiscal 2014;
  2. Transfer agent and filing fees decreased from $22,127 in fiscal 2013 to $13,714 in fiscal 2014;
  3. Administration, accounting and legal costs increased $10,821 in 2014 compared to fiscal 2013 primarily from additional audit fees from previous years;
  4. The Company incurred an accretion and finance cost expense of $38,704 in fiscal 2014 as compared to an accretion and finance expense of $85,930 in fiscal 2013;
  5. The Company wrote down resource properties by $2,116,004 in fiscal 2014 as compared to $15,000 in fiscal 2013; and
  6. The Company recorded a gain of $30,000 on the disposal of Minera Internacional Milenio SA in fiscal 2013.

The Company issued 450,000 shares as property payments during fiscal 2014 and 515,000 warrants were exercised for proceeds of $51,500.

During fiscal 2013, the Company issued 715,000 common shares, as a bonus for a loan of $286,000 received in January 2013, and a further 450,000 shares were issued for property payments. On May 23, 2013, the Company announced a second tranche private placement of 2,625,000 units at $0.08 per unit, for gross proceeds of $210,000. Each unit is comprised of one (1) common share and one (1) non-transferable share purchase warrant entitling the holder to purchase an additional share at $0.10 per share if exercised on or before November 23, 2014. In November 2014 outstanding share purchase warrants scheduled to expire on November 23, 2014, entitling holders to purchase 2,060,000 common shares at $0.10 per share, were extended by one year to November 23, 2015.

The Company's working capital deficiency increased to $1,150,184 at December 31, 2014, as compared to a deficiency of $858,848 at December 31, 2013.

Selected Financial Data by Quarter

( $ ) Q4-14 Q3-14 Q2-14 Q1-14 Q4-13 Q3-13 Q2-13 Q1-13
Revenue Nil Nil Nil Nil Nil Nil Nil Nil
Expenses 90,165 33,179 35,566 37,978 48,510 68,804 90,093 84,473
Net income (loss) for the period (2,546,252) (41,171) (43,184) (46,595) (55,403) (112,916) (112,457) (118,984)
Stock based compensation - - - - 14,950 22,000 - -
Basic income (loss) per share 0.02 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Cash & cash equivalents 2,924 576 886 1,642 335 2,020 22,028 29,205
Current assets 4,664 2,480 2,044 7,185 2,976 4,027 24,824 56,685
Working capital (deficiency) (1,150,184) (1,116,813) (960,665) (911,185) (858,848) (796,112) (585,327) (554,348)

Exploration Programs

Upon finalization of the Nivloc Property Option & Joint Venture Agreement with SRC, the Company initiated a drilling program on the Nivloc Property. Thirty-seven (37) drill holes, totaling approximately 10,500 metres have been completed to April 5, 2012. Subject to securing further financings, the Company will continue its exploration programs on the Nivloc property, as set out in the Company's NI43-101 Technical Report dated July 31, 2012, which can be found on at or the Company's website During the year ended December 31, 2014, the Company wrote off the carrying amount of the exploration and evaluation assets on the Simon Property in Nevada and its Wild Goose Property in British Columbia, due to a lack of formal plans to work on the properties.

Transaction with Elephant Copper Ltd.

Despite the challenging trading conditions, the business combination transaction (the "Transaction") to acquire all of the issued and outstanding ordinary shares of Elephant Copper Ltd., has made a significant amount of progress in recent months. The conditions precedent, as set out in the letter of intent of December 24, 2013, have all been met. As a result, the Share Exchange Agreement (the "SEA") that underpins the Transaction has been finalised and was circulated for signature on May 21, 2015. Management are confident that once due process has been followed by each of the respective parties to the SEA, the SEA will be signed and the Transaction will be concluded. In the meantime, each of IMMC and Elephant's management teams has begun the process of readying the respective companies for a planned listing in the window period between July 15, 2015 and August 31, 2015.

Cease Trade Order

Further to its May 1, 2015, news release, a cease trade order (the "Cease Trade Order") was issued to the Company by the British Columbia Securities Commission on May 11, 2015, due to the Company failing to file its annual audited financial statements, management's discussion and analysis and CEO and CFO certificates for the period ending December 31, 2014 (collectively, the "Audited Financial Statements"), on or before April 30, 2015, as prescribed by National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102"). Under the terms of the Cease Trade Order, all trading in the Company's securities has been suspended by the TSX Venture Exchange (the "TSX-V").

Furthermore, the Company announces that the Company was not able to file its interim financial statements, management's discussion and analysis and CEO and CFO certificates (collectively, the "Interim Financial Statements") on April 30, 2015, as prescribed by NI 51-102. The Company anticipates the filing of its Interim Financial Statements on or before June 15, 2015. The Company will file a reinstatement application to the TSX-V upon filing its Interim Financial Statements.

The Company confirms that there are no insolvency proceedings against it as at the date of this news release. The Company further confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as at the date hereof.

Further Information

All information contained in this news release, with respect to IMMC and Elephant, was supplied by the parties respectively, for inclusion herein. Each party and its directors and officers have relied on the other party for any information concerning the other party.

On behalf of the Board,

John A. Versfelt, President and Chief Executive Officer

Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance, and disinterested shareholder approval, if required. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular and/or Filing Statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of International Millennium Mining Corp. should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the terms and conditions of the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. IMMC and Elephant disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact Information

  • International Millennium Mining Corp.
    John A. Versfelt
    President & CEO
    604-527-9126 (FAX)