Metalore Resources Limited (MET) 2018年年度報告「TSX-V」.pdf

1、Our 75th YearMETALORERESOURCESLIMITED2018Annual ReportMETALORE RESOURCES LIMITEDARMEN A.CHILIAN,P.Geo.President,CeO and Managing Director.London,OntarioDONALD W.BRYSON Director and CFO.Simcoe,OntarioTIMOTHY J.CRONKWRIGHT,BA Director,Audit Committee Chair.Simcoe,OntarioBRUCE A.DAVIS,MA Director.Grand

2、 Rapids,MinnesotaJOHN C.McVICAR,BA Lead Director and Chairman.Brantford,OntarioOfficers and Directors Executive Office and Natural Gas Division 89 Kitchen Road.Vittoria,Ontario Production Manager JONATHAN CHILIAN,BSc.Vittoria,Ontario Sales and Marketing Manager CARL CHILIAN,BA.Simcoe,Ontario Bankers

3、 ROYAL BANK OF CANADA.Simcoe,Ontario Accountant BRYSON CHARTeReD ACCOUNTANT PROFeSSIONAL CORP.Simcoe,Ontario External Auditors MNP,LLP Chartered Accountants.Mississauga,Ontario Registrar and Transfer Agent COMPUTeRSHARe TRUST.Toronto,Ontario Share Listing and Symbol TSX VeNTURe eXCHANGe.Calgary,Albe

4、rta Share Price Range MET/TSX.V Fiscal 2018,High$4.45 (CAD).Low$2.00 (CAD)Annual Meeting eRIe BeACH HOTeL.19 Walker Street,Port Dover,ON N0A 1N0 Harbour Hideaway Room(lower ground level),Saturday,September 29,2018 Annual Meeting.11:30 a.m.Beef andPerch Family Style Dinner.12:30 p.m.Website and Email

5、 METALORE RESOURCES LIMITEDPresidents Letter to Shareholders:Following George W.Chilians death in April 2017,your new Company management decided to best protect shareholders equity by restructuring its focus moving forward.Two significant changes were made.The first was to immediately halt oil explo

6、ration when it was confirmed by West Bay Exploration that no target structures had been found along their Hwy#24 seismic line(despite oil shows in at least one Silurian producer).There was no reason to chase oil when no production had ever been achieved in Charlotteville Twp.The second major change

7、was the replacement of two board members with Mr.Donald Bryson.Mr.Bryson has simplified both bookkeeping and auditing procedures and continues to competently operate as Chief Financial Officer in a cost effective manner.Returning to growth is expected to be achieved by producing natural gas from our

8、 shut-in wells located in Houghton Twp,discovering additional gold at our 100%owned Cedartree property,and seeking a new president and CEO who will be placing the majority of the Chilian family shares into strong,experienced and well-funded hands.All three of these strategies have been set into moti

9、on.THE STRATEGY FOR GROWTH 1.!Houghton Twp well production:Aside from partnering with industry within Charlotteville Twp,getting the Houghton battery back into production is paramount if we can achieve a better price than is currently offered by Union Gas.We have found two companies who will buy our

10、 gas at significantly higher prices above Dawn Storage,and your management is expecting a signed agreement will soon be in place.2.!New gold discovery at Cedartree:With our recently announced success at Cedartree,within the high grade gold corridor,we are seeking to partner with an active Ontario mi

11、ning company.Taking a property to advanced exploration,feasibility,permitting and production requires experience,finance and time,and your management is currently looking for the right suitor to get the job done.3.!Control position in Metalore changing hands:The Chilian family currently holds the ma

12、jority of outstanding shares in Metalore.For new money to enter the Company without dilution to existing shareholders,a new player must be found to acquire the bulk of the Chilian family shares,and thus take control of the Company.That new player must be well known,have an impeccable track record of

13、 success and be backed by significant capital.The search is on for a new control person and the Company looks forward to announcing a new management and ownership changeover in due course.On Behalf of the Board,Armen Chilian President and CEO July 25,2018 METALORE RESOURCES LIMITEDMANAGEMENTS DISCUS

14、SION ANALYSIS(MD&A)FOR THE YEAR ENDED MARCH 31,2018This Managements Discussion and Analysis(“MD&A”)of the financial and operating results of Metalore Resources Limited(“Metalore”or the“Company”)should be read in conjunction with the Companys financial statements and related notes for the year ended

15、March31,2018.The financial information in this MD&A is prepared in accordance with International Financial Reporting Standards(“IFRS”).All amounts are stated in Canadian dollars unless otherwise indicated.CORPORATE PROFILEMetalore has been active in Mining Exploration for over seventy years and in N

16、atural Gas Development for over fifty-five years.TheCompany participated in early development of the Provost gas field in Alberta from 1956 through 1961 and is the major player indeveloping the Norfolk gas field in Southwestern Ontario since 1964.Metalore pioneered state-of-the-art completion and fr

17、acturingtechnology in Ontario and this operation constitutes its core business and principal source of revenue.The objectives of the Company are to:(1)sustain financial integrity,(2)sustain natural gas production,and(3)examine and exploremineral and/or hydrocarbon prospects of merit.Metalore has ach

18、ieved these objectives while diligently protecting the Equity of itsShareholders.This unique Company prevailed for many years with the lowest number of shares issued of any resource explorertrading on the Toronto Stock Exchange(TSX).The Companys common shares are listed on the Toronto Stock Exchange

19、,Venture(TSX.V)and trade under the symbol“MET”,effective November 14,2016.CURRENT DEVELOPMENTSDemand remained strong for natural gas during the cold winter and resulted in elevated prices throughout the period.The Companyreceived many new requests/inquiries from home owners for gas hook-up service a

20、nd will continue adding field line customers asoperations permit.Several weeks were spent examining historic surface and drill hole data of the Cedartree gold property in preparation for a prospectingand sampling program.OVERALL PERFORMANCEThe Company has consistently drilled its new wells on ultra

21、wide spacing patterns to minimize the year to year decline and maximizelongevity of its“non-renewable”resource commodity.Although gas prices have been depressed in recent years,the Companycontinues to maintain a high-level capacity of production and the highest financial margins of any publicly-trad

22、ed,actively developinggas producer in Ontario.SUMMARY OF INTERIM RESULTSThree Months Ended31-Mar-201831-Dec-201730-Sep-201730-Jun-201731-Mar-201731-Dec-201630-Sep-2016Natural gas sales$193,129$238,886$178,929$160,797$219,208$196,661$141,713Net income(loss)399,157(16,647)(36,846)(78,468)(2,697,670)23

23、,2101,641Earnings(loss)per share0.22(0.01)(0.02)(0.04)(1.52)0.010.00Cash flow from operations21,64465,577(66,284)57,702(534)87,361(17,764)Cash flow from operations per share0.010.04(0.04)0.030.000.05(0.01)RESULTS OF OPERATIONSThe Company posted net income of$267,196($0.15 per share)for the year ende

24、d March 31,2018 compared to a net loss of$2,657,026($1.50 per share)for the comparative previous period.During the year ended March 31,2018,the Company generatedpositive cash flow from operations of$78,639 compared to positive cash flow from operations of$148,625 for the comparative previousperiod.R

25、evenue and expenses incurred during the year ended March 31,2018 consist of:Natural gas revenues were$771,741(March 31,2017$704,045).Production was 172,952 MMBtu(473.8 MMBtu per day)for theyear ended March 31,2018 compared to 196,613 MMBtu(538.7 MMBtu per day)for the comparative previous period.The

26、averagecomposite selling price for the year ended March 31,2018 was$4.46 CAD/MMBtu compared to$3.58 CAD/MMBtu for the comparativeprevious period.The increase was due mainly to higher natural gas commodity prices compared to the comparative previous period.Royalty expenses of$73,230(March 31,2017$57,

27、714).The Company pays royalties to land owners,which may be individuals orcompanies that own surface or mineral rights.Royalties are calculated based on commodity prices and individual well production rates.Royalty payments can change due to commodity price fluctuations and changes in production vol

28、umes on a well-by-well basis.Page 1METALORE RESOURCES LIMITEDMANAGEMENTS DISCUSSION ANALYSIS(MD&A)FOR THE YEAR ENDED MARCH 31,2018Production expenses of$377,822(March 31,2017$310,873).The increase in production expenses compared to the comparativeprevious period is mainly due to a higher percentage

29、of production expenditures that were reallocated to other functions in the previousperiod,including development of natural gas assets,and exploration and evaluation activities.The Company continues to focus onopportunities to maintain operational efficiencies.General and administrative expenses of$1

30、27,389(March 31,2017$211,626).The decrease in general and administrative expensescompared to the comparative previous period is mainly due to a higher percentage of managements time and resources devoted to otherfunctions in the current period,including development of natural gas assets,and explorat

31、ion and evaluation activities,in addition to certaincost reduction measures implemented by management.The Company continues to evaluate and implement cost reduction measureson an ongoing basis,as previously outlined.Depletion and depreciation of$217,324(March 31,2017$316,000).The Company calculates

32、depletion and depreciation onnatural gas properties and equipment based on proven plus probable reserves.Positive funds from operation of$162,662(March 31,2017 positive funds from operation of$104,767).The increase in funds fromoperations compared to the comparative previous period is mainly due to

33、increased revenue from natural gas during the current period,asoutlined above and changes in non-cash working capital items during the period.Funds from operations is calculated as cash flow fromoperations(GAAP measure),plus decommissioning expenditures,plus change in non-cash working capital.See“No

34、n-GAAPMeasures”outlined herein.Operating netback of$320,689(March 31,2017$335,458).The decrease in operating netback compared to the comparative previousperiod is mainly due to increased production expenses during the current period,as noted above.The Company continues to focus onopportunities to in

35、crease operating netback.Operating netback is calculated as natural gas sales,less royalties paid,less productionexpenses.See“Non-GAAP Measures”outlined herein.SELECTED ANNUAL INFORMATIONFor the years ended:March 31,2018March 31,2017March 31,2016Statement of Income and LossRevenue from natural gas s

36、ales$771,741$704,045$653,814Net income(loss)267,196(2,657,026)(15,609)Earnings(loss)per share basic and diluted0.15(1.50)(0.01)Statement of Cash FlowCash flow from operations78,639148,625245,092Cash flow from operations per share 0.040.080.14Statement of Financial PositionTotal Assets12,560,51912,12

37、1,14015,496,982Total Liabilities2,071,8602,045,3622,874,176Total Shareholders Equity10,488,65910,075,77812,622,806CAPITAL RESOURCES&LIQUIDITYMarch 31,2018March 31,2017March 31,2016Cash$148,892$64,159$125,198Current Assets(including cash)687,808818,896810,641Current Liabilities72,706156,19079,423Exce

38、ss of Current Assets over Current Liabilities615,102662,706731,218Page 2METALORE RESOURCES LIMITEDMANAGEMENTS DISCUSSION ANALYSIS(MD&A)FOR THE YEAR ENDED MARCH 31,2018FORWARD STRIP CONTRACTSDuring the year ended March 31,2018,the Company earned revenue from forward strip contracts with the following

39、 purchasers:Contract PeriodDaily VolumeContract PriceDecember 1,2017 through April 1,2018,Energy Source100 MMBtu$3.37 USD/MMBtuJanuary 1,2018 through February 1,2018,Energy Source100 MMBtu$3.40 USD/MMBtuJanuary 18,2018 through February 1,2018,Energy Source100 MMBtu$3.40 USD/MMBtuFebruary 1,2018 thro

40、ugh March 1,2018,Energy Source100 MMBtu$3.60 USD/MMBtuFebruary 1,2018 through March 1,2018,Energy Source50 MMBtu$4.10 USD/MMBtuMarch 1,2018 through April 1,2018,Energy Source100 MMBtu$3.20 USD/MMBtuMarch 14,2018 through April 1,2018,Energy Source225 MMBtu$2.59 USD/MMBtuAt July 25,2018,a portion of t

41、he Companys gas production had been sold forward on Strip contracts between Metalore(supplier)and the following purchasers:Contract PeriodDaily VolumeContract PriceApril 1,2018 through May 1,2018,Energy Source200 MMBtu$2.60 USD/MMBtuApril 17,2018 through May 1,2018,Energy Source100 MMBtu$3.00 USD/MM

42、BtuMay 1,2018 through September 1,2018,Energy Source200 MMBtu$2.58 USD/MMBtuMay 25,2018 through June 1,2018,Energy Source200 MMBtu$2.65 USD/MMBtuJune 14,2018 through July 1,2018,Energy Source232 MMBtu$2.69 USD/MMBtuDifferences between Metalores forward contract prices and benchmark prices are the re

43、sult of“basis points”(mainly geographiclocation),and proprietary contracts,as well as ongoing marketing negotiated by management.The above contracts were negotiated atthe NYMEX“Forward Market”price plus“basis points”but do not include proprietary contract premiums.CONTRACTUAL OBLIGATIONSThe followin

44、g is a summary of the Companys contractual obligations and commitments at March 31,2018:Contractual ObligationsTotalLess than one yearOne to three yearsAfter three yearsDecommissioning obligations$1,735,971$nil$nil$1,735,971Natural gas royalties320,00080,000240,000nilNatural gas leases36,60036,600ni

45、lnilNatural gas royalties are based upon minimum estimated natural gas production.Natural gas leases are based upon estimated leasesnecessary to maintain core production areas.Estimates of these costs have not been made beyond three years.FINANCINGSThere were no financings during the year ended Marc

46、h 31,2018.FINANCIAL INSTRUMENTSThe Companys financial instruments consist of cash,cash equivalents,accounts receivable,marketable securities,an available creditfacility in the amount of$500,000,accounts payable and accrued liabilities.It is the managements opinion that the Company is notexposed to a

47、bnormal interest,currency or credit risk arising from these financial instruments.Management expects to adequately meetits present and future working capital and exploration and development requirements with cash flow from operations.Page 3METALORE RESOURCES LIMITEDMANAGEMENTS DISCUSSION ANALYSIS(MD

48、&A)FOR THE YEAR ENDED MARCH 31,2018DISCLOSURE CONTROLS and PROCEDURESManagement has assessed the effectiveness of the Companys disclosure controls and procedures used for the audited financialstatements and MD&A at March 31,2018.Although certain weaknesses are inherent with small office operations,m

49、anagement hasimplemented certain controls such as segregation of duties within critical departments,frequent reviews and regular preparations ofreconciliations of transactions to ensure absence of material irregularities.Management has concluded that the disclosure controls areeffective in ensuring

50、that all material information required to be filed has been made known to them in a timely manner.The disclosurecontrols and procedures are designed to ensure effective information required to be disclosed pursuant to applicable securities lawsare accumulated and communicated to management as approp

51、riate to allow timely decisions regarding required disclosure.The Audit Committee of the Board of Directors has reviewed and approved the accompanying financial statements for the year endedMarch 31,2018.NATIONAL INSTRUMENT 51-101 STANDARDS OF DISCLOSURE FOR OIL AND GAS ACTIVITIESMetalore has compli

52、ed with all filing requirements pursuant to National Instrument 51-101(Standards for Disclosure for Oil and GasActivities)by filing forms 51-101 F1,F2 and F3 with SEDAR.RISKS AND UNCERTAINTIESMining exploration risksThe business of exploration for minerals involves a high degree of risk.Very few pro

53、perties that are explored are ultimately developedinto producing mines.Both mining exploration properties,in the Beardmore area and Cedartree Lake are being maintained in goodstanding for further development when financing becomes available.Hydrocarbon risksThe hunt for and development of non-renewa

54、ble hydrocarbons is dependent upon technical expertise,price variations,dry holes andultimately depleted reservoirs.All the hydrocarbon properties are in Southwestern Ontario.Commodity pricesEven if Metalores exploration programs are successful,factors beyond the control of the Company will affect t

55、he marketability of anyresources discovered.Inflation,international economic and political trends,currency fluctuations,interest rates and worldwideproduction levels all have a bearing on commodity prices.The effect of these factors cannot accurately be predicted.The Companypartially mitigates the p

56、rice risk factor by selling most of its gas production at least several months ahead with forward strip contracts.AUDITOR,TRANSFER AGENT and REGISTRARThe auditors of the Company are MNP LLP.The Transfer Agent and Registrar for the common shares of the Company isComputershare Trust Company of Toronto

57、,Canada.INTERNAL CONTROLS OVER FINANCIAL REPORTINGManagement is responsible for the design of internal controls over financial reporting to provide reasonable assurance regarding thereliability of financial reporting and the preparation of the financial statements in accordance with accounting princ

58、iples generallyaccepted in Canada.Based on regular reviews of its internal control procedures during and at the end of the period covered by thisMD&A,management believes its internal controls and procedures are effective in providing reasonable assurance that financialinformation is recorded,process

59、ed,summarized and reported in a timely manner.There have been no significant changes to the Companys internal control over financial reporting that occurred during the year endedMarch 31,2018 that have materially affected,or are reasonably likely to materially affect the Companys internal control ov

60、er financialreporting.The Chief Executive Officer(“CEO”)and Chief Financial Officer(“CFO”)of the Company are responsible for establishing andmaintaining the Companys disclosure controls and procedures(“DC&P”)and the design of internal controls over financial reporting(“ICFR”).The objective is to ens

61、ure that all transactions are properly authorized,identified and entered into the accounting system on atimely basis to minimize risk of inaccuracy,failure to fairly reflect transactions,failure to fairly record transactions necessary to presentfinancial statements in accordance with IFRS,unauthoriz

62、ed receipts and expenditures,or the inability to provide assurance thatunauthorized acquisitions or dispositions of assets can be detected.The Companys system of internal controls provides for theseparation of duties for receiving,approving,coding and handling of invoices and entering transactions i

63、nto the accounts.Page 4METALORE RESOURCES LIMITEDMANAGEMENTS DISCUSSION ANALYSIS(MD&A)FOR THE YEAR ENDED MARCH 31,2018RECENT ACCOUNTING PRONOUNCEMENTSThe adoption of IFRS 15 and IFRS 16 is not expected to have a material impact on the Companys financial statements.For moreinformation on these recent

64、 accounting pronouncements,please refer to the notes to the audited financial statements for the yearended March 31,2018.NON-GAAP MEASURESThis MD&A refers to certain financial measures that are not determined in accordance with IFRS(or“GAAP”).This MD&A contains theterms“funds from operations”,“funds

65、 from operations per share”,“working capital”,and“operating netback”which do not have anystandardized meaning prescribed by GAAP and therefore may not be comparable to similar measures used by other companies.TheCompany uses these measures to help evaluate its performance.Management uses funds from

66、operations to analyze performance and considers it a key measure as it demonstrates the Companysability to generate the cash necessary to fund future capital investments.Funds from operations is a non-GAAP measure and has beendefined by the Company as net income(loss)plus non-cash items(depletion an

67、d depreciation,asset impairments,share basedcompensation,non-cash finance expenses,realized gains and losses on the disposal of assets,and deferred income taxes)andexcludes the change in non-cash working capital related to operating activities and expenditures on decommissioning obligations.TheCompa

68、ny also presents funds from operations per share whereby amounts per share are calculated using weighted average sharesoutstanding,consistent with the calculation of earnings per share.Funds from operations is reconciled from cash flow from operatingactivities under the heading“Funds from Operations

69、”.Management uses working capital as a measure to assess the Companys financial position.Working capital is calculated as currentassets less current liabilities.Management considers operating netback an important measure as it demonstrates its profitability relative to current commodityprices.Operat

70、ing netback,which is calculated as average unit sales price less royalties paid,production expenses,and transportationexpenses,represents the cash margin for every MMBtu of natural gas sold.Operating netback per MMBtu is reconciled to net income(loss)per MMBtu under the heading“Operating Netback”.EX

71、PLORATION AND EVALUATION ASSETSExploration and evaluation assets include the acquisition costs and deferred exploration and evaluation expenditures of the Companysgreen fields exploration properties.Acquisition costs related to exploration properties are capitalized at fair value at the time ofpurch

72、ase.The acquisition costs are written off when an exploration and evaluation asset is disposed of through sale or abandonment.Exploration and evaluation expenditures incurred on exploration properties are expensed until such time that a future economic benefitis more likely to be realized than not b

73、y the establishment of ore resources.Exploration and evaluation expenditures incurredsubsequent to the establishment of commercially viable and technically feasible gold resources on a property are capitalized as anasset.Exploration and evaluation assets are not depreciated until the properties are

74、in commercial production.CRITICAL ACCOUNTING ESTIMATES The financial statements,including comparatives,have been prepared using IFRS.The preparation of financial statements inconformity with IFRS requires management to make judgments,estimates and assumptions that affect the reported amounts of asse

75、ts,liabilities and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses duringthe reporting period.Estimates and assumptions are continuously evaluated and are based on managements experience and otherfactors,including expectations of futur

76、e events that are believed to be reasonable under the circumstances.However,actual outcomescan differ from these estimates.Significant areas requiring the use of management estimates include,but are not limited to,thedetermination of carrying value of exploration and evaluation assets,the valuation

77、of share-based compensation transactions,deferredtax assets and liabilities,and accrued liabilities and contingencies.Income taxes The Income Tax Act(Canada)has many special provisions that pertain to the mining and oil and gas industries.For income taxpurposes,the Companys mineral and petroleum and

78、 natural gas exploration and development expenditures qualify for variousresource related tax credits.These tax credits are accumulated in“pools”and can be deducted in the calculation of taxable income.Ingeneral,any remaining balance in these pools not deducted are carried forward indefinitely for d

79、eduction in future years.Consequently,the Company will not be subject to current income taxes until income from other sources exceeds the remainingbalances in these tax pools.Page 5METALORE RESOURCES LIMITEDMANAGEMENTS DISCUSSION ANALYSIS(MD&A)FOR THE YEAR ENDED MARCH 31,2018Provisions Provisions ar

80、e recognized for liabilities of uncertain timing when the Company has a present obligation(legal or constructive)as aresult of a past event,when it is probable that an outflow of resources will be required to settle the obligation,and when a reliableestimate can be made of the amount of the obligati

81、on.Where some or all of the expenditure required to settle a provision is expectedto be reimbursed by another party,the reimbursement shall be recognized and treated as a separate asset when it is virtually certainthat reimbursement will be received if the Company settles the obligation.Contingencie

82、s By their nature,contingencies will only be resolved when one or more future events occur or fail to occur.The assessment ofcontingencies inherently involves exercise of significant judgment and estimates of the outcome of future events.Recording of depletionThe amount of depletion recorded is depe

83、ndent upon the amount of recoverable reserves that are in place by the Company.Theestimate of these reserve balances is prepared on an annual basis by an independent petroleum engineer.In the course of estimatingthese reserves and their value,assumptions are made about future commodity prices,declin

84、e rates,remediation costs,future capitalcosts,future operating costs and operations up-time.Impairment testingThe key areas where impairment tests are conducted are with the petroleum and natural gas(“P&NG”)assets and the exploration andevaluation(“E&E”)expenditures.In determining whether an impairm

85、ent has occurred,or a previously recorded impairment loss can bereversed,a review of estimated future cash flows is required.The future cash flows contain many measures of uncertainty includingfuture reserves,operating costs and production rates.These estimates are subject to change as new informati

86、on becomes available oras changes in technology or regulations dictate.SHARE-BASED COMPENSATION TRANSACTIONSStock options The fair value of stock options granted to directors,officers,employees and consultants is measured at grant date based on the Black-Scholes valuation model and applying assumpti

87、ons of risk-free interest rates,dividend yields,volatility factors of the expected marketprice of the Companys common shares,expected forfeitures and expected life of the options.FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS The Companys financial risk management goals are to ensure that the outcome o

88、f activities involving elements of risk are consistentwith the Companys objectives and risk tolerance,while maintaining an appropriate risk/reward balance and protecting the Companysstatement of financial position from events that have the potential to materially impair its financial strength.Balanc

89、ing risk and reward isachieved through identifying risk appropriately,aligning risk with overall exploration and development strategy,diversifying risk,mitigation through preventive controls,and transferring risk to third parties.Fair value The carrying values for primary financial instruments,inclu

90、ding cash and equivalents,accounts receivable,accounts payable andaccrued liabilities approximate fair values due to their short-term maturities.There have been no major or significant changes that havehad an impact on the overall risk assessment of the Company during the period.The objectives and s

91、trategy for the exploration andevaluation asset portfolio remains unchanged.The Companys exploration and development activities expose it to the following financial risks:Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by f

92、ailing to discharge anobligation.The Companys exposure to credit risk is concentrated in two specific areas:the credit risk on operating balances including accountsreceivable and cash and equivalents held with Canadian financial institutions.The maximum exposure to credit risk is equal to thecarryin

93、g values of these financial assets.Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices,such as foreign currency exchange rates,commodity prices,interest rates and liquidity.A discussion of the Compa

94、nys primary marketrisk exposures,and how those exposures are currently managed,follows:Page 6METALORE RESOURCES LIMITEDMANAGEMENTS DISCUSSION ANALYSIS(MD&A)FOR THE YEAR ENDED MARCH 31,2018Currency risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will

95、fluctuate because of changes in foreignexchange rates.The Companys financial assets and liabilities and operating costs are principally denominated in Canadian dollars.The Company has historically had insignificant operations in United States(“US”)dollars.The Company has no US dollar hedgingprogram

96、due to its minimal exposure to financial gain or loss as a result of foreign exchange movements against the Canadian dollar.Commodity price risk Commodity prices,and in particular gold spot prices,fluctuate and are affected by factors outside the Companys control.Current andexpected future spot pric

97、es have a significant impact on the market sentiment for investment in mineral exploration companies andmay impact the Companys ability to raise equity financing for ongoing working capital requirements.Interest rate riskThis is the risk that the fair value or future cash flows of a financial instru

98、ment will fluctuate because of changes in market interestrates.The Companys interest rate risk is minimal as there are no outstanding loans or interest-bearing debts.The Company has notentered into any interest rate swaps or other active interest rate management programs at this time.Liquidity risk

99、This is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.The purpose of liquiditymanagement is to ensure sufficient cash will be available to meet all financial commitments and working capital obligations as theybecome due.Wildcat Hydroca

100、rbon riskPossibly the highest risk business venture known worldwide would be drilling for deep hydrocarbon pools in a virgin,unprovensedimentary basin.The historically accepted record of successful,virgin,wildcat wells is one out of eight drilled.Sensitivity analysis The Company believes that moveme

101、nts in investments in equity securities that are reasonably possible over the next twelve-monthperiod will not have a significant impact on the Company.Management believes that the Companys cash position and short-terminvestments provide adequate liquidity to meet all the Companys near-term obligati

102、ons.CONTINGENT LIABILITYThe Company maintains a surety bond in the amount of$70,000,which is the maximum required by the Ministry of Natural Resourcesas assurance for the abandonment of dry holes and or depleted wells.OUTSTANDING SHARE DATAAs at March 31,2018 and the date hereof the Company had 1,77

103、5,035 common shares outstanding,and 48,000 stock optionsoutstanding.Page 7METALORE RESOURCES LIMITEDMANAGEMENTS DISCUSSION ANALYSIS(MD&A)FOR THE YEAR ENDED MARCH 31,2018FORWARD LOOKING STATEMENTSThis management discussion and analysis contains certain forward-looking statements relating but not limi

104、ted to the Companysexpectations,intentions,plans and beliefs.Forward-looking information can often be identified by forward-looking words such as“anticipate”,“believe”,“expect”,“goal”,“plan”,“intend”,“estimate”,“may”and“will”or similar words suggesting future outcomes,orother expectations,beliefs,pl

105、ans,objectives,assumptions,intentions or statements about future events or performance.Forward-looking statements are subject to risks,uncertainties and other factors that could cause actual results to differ materially from expectedresults.Potential shareholders and prospective investors should be

106、aware that these statements are subject to known and unknownrisks,uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-lookingstatements.Shareholders are cautioned not to place undue reliance on forward-looking information.By its na

107、ture,forward-lookinginformation involves numerous assumptions,inherent risks and uncertainties,both general and specific,that contribute to thepossibility that the predictions,forecasts,projections and various future events may not occur.The Company undertakes no obligationto update publicly or othe

108、rwise revise any forward-looking information as a result of new information,future events or other such factorswhich affect this information,except as required by law.ADDITIONAL INFORMATION RELATED TO THE COMPANY IS AVAILABLE FOR VIEW ON SEDAR at http:/ MD&A is dated as of July 25,2018_Donald W.BrysonDirector and Chief Financial OfficerPage 8