MIRAMAR MINING CORPORATION
Notes to
the Consolidated
Financial Statements (unaudited)
(Tabular dollar amounts expressed in thousands of Canadian dollars)
For the three and six month periods ended
June, 2006 and
2005
On June 26, the
Company entered into
two concurrent equity underwriting agreements comprised of a public offering for 19,200,000 common shares at $4.17 per share and a
private placement of
2,900,000 flow-through shares at $5.20 per share for total gross proceeds of $95.1 million.
Subsequent to the
quarter, and on July
12, 2006, the Company completed the initial closing of these two financing agreements which provided gross proceeds of a total of
approximately $95.1
million. As part of the public offering, the underwriters had an over-allotment option (the “Over-Allotment Option”) and
on August 11, 2006
the underwriters partially exercised the Over-Allotment Option by purchasing 1,113,000 common shares for additional gross proceeds
of approximately
$4.6 million. As required by the private placement flow through agreement, the Company must incur Canadian exploration expenditures
as defined by the
Income Tax Act (Canada) totalling approximately $15 million by December 31, 2007.
During the first
quarter of 2006, the
Company granted 2.9 million stock options and recorded a non-cash stock-based compensation expense of $2,469,000 to the consolidated
statement of
operations and deficit as well as capitalizing $1,232,000 as deferred exploration expenditures. As a result of these grants, the
maximum number of
common shares permitted to be issued pursuant to the Company’s stock option plan had been reached and approximately 0.9 million
of the options
granted during the first quarter of 2006 are not allowed to be exercised unless shareholders’ approval has been received.
As a result,
stock-based compensation
expense associated with the 0.9 million stock options that are subject to shareholder approval should not be recorded in the
consolidated financial
statements until such shareholder approval has been received. Therefore, the consolidated balance sheet and been amended and
restated as at June 30,
2006 to decrease mineral properties by $560,000 and the associated future income tax by $191,000. In addition, the consolidated
statement of operations
and deficit for the six month period ended June 30, 2006 was amended and restated to decrease stock-based compensation by
$1,042,000. There was no
effect on basic and diluted loss per share or any of the comparative figures.
October 12,
2006 Page 8
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
This Management’s Discussion and Analysis
(“MD&A”) provides an analysis of the financial results of Miramar Mining Corporation (the “Company”) for the
three months and
six month periods ended June 30, 2006 and compares them with the same periods in the previous year. In order to better understand
the MD&A, it
should be read in conjunction with the annual consolidated financial statements and related notes. The Company’s consolidated
financial statements
are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and expressed in thousands of
Canadian dollars,
except per share amounts. This MD&A is dated as of August 11, 2006. All amounts are expressed in Canadian dollars, except as
otherwise
indicated.
On October 12, 2006, the Company filed an
amendment and
restatement to its unaudited financial results for the second quarter of 2006, as described in Note 9 of the Company’s interim
consolidated
financial statements. Management’s discussion and analysis reflects this restatement.
OVERVIEW
The Company’s mining and exploration
assets are primarily
gold assets in the Canadian Arctic. The Company has developed considerable experience in operations, exploration and logistics in
the Canadian Arctic
where the Company has focused its activities for more than ten years. In 2004, the Company determined that gold production was no
longer economically
viable at its Con and Giant mines in Yellowknife, Northwest Territories and terminated all mining activities. Since then, the
Company’s business
is focused on the exploration and development of the Hope Bay gold mineral project in Nunavut. The Hope Bay project is 100% owned by
the Company,
extends over 1,000 square kilometers and the Company believes the property encompasses one the most prospective undeveloped
greenstone belts in Canada.
The belt contains a number of significant gold deposits including the Doris North Project which is anticipated to become the first
new gold mine in
Nunavut.
The Company’s goal is to become an
intermediate gold
producer through the phased development of the Hope Bay gold project. Historically, the Company planned to implement its strategy in
three
phases:
Phase 1: |
|
Short-term: Development of a
small scale, high
return gold mine at Doris North with the objective of generating significant cash flow, after capital payback, to advance the
subsequent phases while
minimizing equity dilution. A feasibility study on the Doris North deposit prepared in early 2003 |
October 12, 2006
1
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
|
|
concluded a two year mine at Doris North was
feasible, which
could produce approximately 155,000 ounces of gold per year. |
Phase 2: |
|
Medium-term: To extend and expand
production levels by
developing the higher grade, more accessible upper portions of the Boston, Doris Central and Madrid deposits, with a target
production level of
approximately 250,000 to 300,000 ounces of gold per annum, generating the cash flow necessary to proceed with phase three.
|
Phase 3: |
|
Longer-term: To further expand gold
production by
developing other areas of the Madrid deposit and the remainder of the Boston and Doris deposits, to a sustained level in the range
of 350,000 to
400,000 ounces of gold per annum. |
Phases 2 and 3 are
based on conceptual
plans which depend on future positive mine engineering and geological, economic and mine engineering studies as well as permitting
and regulatory
approval.
With respect to Phase 2, recent internal
studies have indicated
that there may be opportunities for larger scale production at the Hope Bay Project. During 2006, the Company will conduct initial
drilling and studies
to determine whether there is potential to replace the historical Phase 2 with a larger scale operation centered on the northern
part of the Madrid
deposit (the “Large Pit Concept”). The Company envisages the Large Pit Concept would incorporate high-grade feed from the
Doris and Boston
deposits and move the Hope Bay Project directly to large scale production after Phase 1 at Doris North. In 2006, the Company expects
to complete the
work necessary to determine whether to continue with the historical Phase 2 approach or to plan for the Large Pit Concept.
In parallel with these development oriented
activities, the
Company intends to continue its exploration efforts at Hope Bay with the objective of discovering new deposits which could
contribute to a sustained
intermediate production profile, while also conducting grassroots exploration alone and in cooperation with strategic partners to
identify longer term
opportunities.
To achieve these objectives, the Company needs
to successfully
complete, among other things, the current permitting process for the Doris North project, complete a positive feasibility study for
the Phase 2
expansion, complete financing for mine construction, successfully construct and place into production the Doris North deposit,
complete development and
permitting of the Boston, Doris and Madrid deposits and identify additional resources.
October 12, 2006
2
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
Second Quarter Highlights
•
|
|
On April 20, 2006, the Company released an
update to its
resources at Hope Bay which increased the total by 2.6 million ounces or 40% over the prior year’s calculation. |
•
|
|
A total of 31,109 meters of exploration
drilling was completed
during the second quarter focused largely in the Madrid deposit area. |
•
|
|
On May 25, significant exploration results in
the Suluk deposit
within the Madrid area were announced which include a shallow intercept in hole 06PMD 416 that returned 13.4 g/t over 29.8 meters.
In addition, other
significant drill results were successful in extending mineralization in key gaps between the Suluk and Rand deposits. |
•
|
|
On June 20, further significant drill results
at Suluk were
announced which include hole 06PMD 427 which intercepted 3.2 g/t over 164 meters and hole 06PMD 428 which intercepted 9.1 g/t over
38.3
meters. |
•
|
|
On June 26, the Company entered into two
concurrent equity
underwriting agreements comprised of a public offering for 19,200,000 common shares at $4.17 per share and a private placement of
2,900,000
flow-through shares at $5.20 per share for total gross proceeds of $95.1 million. On July 12, 2006, the Company completed the
initial closing of the
two equity underwriting agreements which provided gross proceeds of a total of $95.1 million. As part of the public offering, the
underwriters had an
over-allotment option (the “Over-Allotment Option”) and on August 11, the underwriters partially exercised the
Over-Allotment Option by
purchasing 1,113,000 common shares for additional gross proceeds of approximately $4.6 million. |
•
|
|
Consolidated earnings of $1.9 million or $0.01
per share,
including a future tax recovery of $2.7 million as a result of a reduction in the future income tax rates which were substantially
enacted by Canadian
federal government on June 6, 2006. |
•
|
|
Subsequent to the quarter, on July 28, 2006
the Minister of
Indian and Northern Affairs Canada accepted the Nunavut Impact Review Board (“NIRB”) recommendation that the Doris North
project proceed to
the permitting process. The next step in the process is for NIRB to finalize the terms and conditions of the project and issue a
project
certificate. |
EARNINGS AND CASH FLOW
For the quarter ended June 30, 2006, the
Company had earnings of
$1.9 million or $0.01 per share compared to a net loss of $0.5 million or $0.00 per share in the same period in 2005. Included in
the results of second
quarter of 2006 is the effect of the future tax rate changes which were approved on June 6, 2006, by the Canadian federal
government. Consequently, the
Company reduced the tax rate used to calculate future income taxes from 34.1% to 31%, which resulted in a reduction of the future
tax liability by $2.7
million. This reduction has been
October 12, 2006
3
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
recognized as a future tax recovery in the
statement of
operations in the period; without this recovery the loss in the quarter would have been $0.8 million or $0.00 per share.
For the six month period ended June 30, 2006,
the Company had
earnings of $0.8 million; excluding the future tax recovery discussed above, the loss was $1.9 million or $0.01 per share compared
to a loss of $1.6
million or $0.01 per share in the same period in 2005. In the first six month period in 2006, the increased loss resulted largely
from an increase in
stock based compensation expense and severance costs partially offset by higher income of $1.7 million from interest and the sale of
other assets.
Stock-based compensation of $1.5 million was $0.4 million more than the expense in 2005 due to higher fair value estimate per option
granted in 2006
compared to 2005. Severance costs in 2006 were $1.3 million and there were no similar costs in the same six month period in 2005.
Selected Financial Data
The following tables summarize total revenue
loss and loss per
share over the last eight fiscal quarters (in thousands of dollars except per share amounts).
|
|
|
|
2006
Q2
|
|
2006
Q1
|
|
2005
Q4
|
|
2005
Q3
|
Total
Revenue |
|
|
|
$ |
1,109 |
|
|
$ |
2,228 |
|
|
$ |
375 |
|
|
$ |
578 |
|
Loss |
|
|
|
$ |
1,906 |
|
|
$ |
(1,083 |
) |
|
$ |
(8,348 |
) |
|
$ |
(1,025 |
) |
Per
Share |
|
|
|
$ |
0.01 |
|
|
$ |
(0.01 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
2005
Q2
|
|
2005
Q1
|
|
2004
Q4
|
|
2004
Q3
|
Total
Revenue |
|
|
|
$ |
614 |
|
|
$ |
999 |
|
|
$ |
1,670 |
|
|
$ |
2,570 |
|
Loss |
|
|
|
$ |
(481 |
) |
|
$ |
(1,137 |
) |
|
$ |
(12,278 |
) |
|
$ |
(6,259 |
) |
Per
Share |
|
|
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.07 |
) |
|
$ |
(0.04 |
) |
October 12, 2006
4
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
OPERATIONS OVERVIEW
Operating Costs
During the second quarter of 2006, general and
administrative
expenses, salaries, professional services, investor relations and other costs totaled $1.6 million compared to $1.1 million in the
second quarter of
2005. The increase in 2006 resulted largely from higher professional services for internal audit consulting for regulatory
compliance ($0.1 million)
and more activity requiring legal services ($0.1 million) and interest and penalties ($0.3 million) for potential expenses which may
result from the
charges laid in relation to the 2004 fuel spill which occurred at Hope Bay. Stock-based compensation of $40,000 in the second
quarter of 2006 compared
to $0.25 million in the second quarter of 2005 reflects a timing difference in the grant of options in 2006; for more detailed
discussion on the
stock-based compensation expense, see the paragraph below on the year-to-date analysis. Depreciation, depletion and accretion
expense in the second
quarter of 2006 was $0.3 million compared to $0.2 million in the same period of 2005. In the second quarter of 2006, severance costs
were $0.6 million,
which included the estimated contractual termination costs for an employee and a market-to-market adjustment on the fair value of
certain options
granted to a former employee to purchase certain common shares owned by the Company.
For the six month period ended June 30, 2006,
general and
administrative expenses, salaries, professional services, investor relations and other costs totaled $2.9 million compared to $2.0
million in the same
period of 2005. The increase in 2006 resulted from largely from higher expenses as discussed above, higher salaries and higher
travel activity.
Stock-based compensation was $1.5 million year to date in 2006 compared to $1.1 million in the same period of 2005; the increase of
$0.4 million
reflects an increase in the fair value of the options granted. The Company estimated the average fair value per share option in 2006
to be $1.45 for
stock-based compensation included in the statement of operations compared to an average fair value per share option of $0.74 in the
same period of
2005. Depreciation, depletion and accretion expense in the first six month period of 2006 was $0.5 million compared to $0.6 million
in the same period
of 2005. In the first six months of 2006, severance costs were $1.3 million, which included an additional accrued amount for
terminated employees at
the Yellowknife mines, the estimated contractual termination costs for an employee and a market-to-market adjustment on the fair
value of certain
options granted to a former employee to purchase certain common shares owned by the Company; there were no similar costs in the same
period in
2005.
Other
Interest income for the three months period
ended June 30, 2006
was $0.8 million compared to $0.3 million in the same period of 2005; interest income was higher in 2006 due to higher cash
October 12, 2006
5
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
balances and higher realized interest
rates. Other income was
$0.3 million for the second quarter of 2006 resulting from a gain on the sale of common shares in Sherwood Copper Corporation
(“Sherwood”).
For the same period in 2005, other income was $0.3 million which included management fees received from the Department of Indian and
Northern Affairs
(“DIAND”) for services provided for the Giant Mine. No such management fees have been earned in 2006.
Interest income for the six months ended June
30, 2006 was $1.5
million compared to $0.5 million in the same period of 2005; as discussed above interest income was higher in 2006 due to higher
cash balances and
higher realized interest rates. Other income was $1.9 million for the first six months of 2006 and includes a gain on the sale of
shares in Sherwood
and American Gold Capital Corporation. For the same period in 2005, other income was $1.1 million which included management fees
received from the
DIAND for services provided for the Giant Mine, a fee for services provided to Sherwood and a gain on the sale of the Back River
mineral property
option.
CRITICAL ACCOUNTING POLICIES AND
ESTIMATES
The preparation of the Company’s
consolidated financial
statements requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of
assets and
liabilities, the disclosure of contingent assets and liabilities as well as the reported expenses during the reporting period. Such
estimates and
assumptions affect the determination of the potential impairment of long-lived assets, estimated costs associated with reclamation
and closure of
mining properties, and assumptions in determining stock-based compensation and future income taxes. Management re-evaluates its
estimates and
assumptions on an ongoing basis; however, due to the nature of estimates, actual amounts could differ. The most critical accounting
policies upon which
the Company depends are those requiring estimates of gold reserves and resources and future recoverable gold ounces and assumptions
of future gold
prices.
Accounting for Exploration and Development
Cost
Exploration expenditures related to mineral
properties are
deferred only if it is probable that these costs will be recovered from future operations. The carrying values of the mineral
properties are assessed
at the balance sheet date to determine whether any persuasive evidence exists that the properties may be permanently impaired. The
Company’s
progress in its development activities towards its planned operations is a key factor to be considered as part of the ongoing
assessment of the
recoverability of the carrying amount of capital assets and deferred exploration and development costs. If there is persuasive
evidence of impairment,
the asset is written down
October 12, 2006
6
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
to its estimated net recoverable value.
Deferred acquisition,
exploration and development expenditures totaled $189.0 million for Hope Bay at June 30, 2006.
Asset Retirement Obligation
Asset retirement obligations are the estimated
costs associated
with mine closure and reclamation and recorded as a liability at fair value. The liability is accreted over time through periodic
charges to
operations. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value at its initial
discounted value and is
amortized over the asset’s useful life. In the event the actual cost of reclamation exceeds the Company’s estimates, the
additional liability
for retirement and remediation costs may have an adverse effect on the Company’s future results of operations and financial
condition.
The asset retirement obligation for the Con
Mine is comprised of
two components (1) processing of historic mill roaster tailings (arsenic contained within this material is rendered inert by a
process which utilizes
the pressure oxidation circuit); and, (2) site closure and monitoring activities, including building removal, capping of mine
openings, restoration of
tailings areas, water treatment and post-closure monitoring. Although the ultimate amount to be incurred is uncertain, the fair
value of the liability
for retirement and remediation has been estimated to be $17.2 million. As required by regulatory policies and GAAP, cost estimates
include contractor
markups, provision for administration and engineering, provision for a market risk premium, and a provision for contingencies.
However, the Company
expects to use its employees wherever possible to complete the reclamation activities, which could reduce actual costs below the
accrued liability. The
Company has $10.7 million on deposit in the reclamation security trusts. The Company has committed the proceeds from any assets
sales at the Con Mine
to the Con Mine reclamation security trusts and the funds in the trusts will be applied to, in part, offset the reclamation costs as
they are incurred.
For purposes of determining the fair value of the obligation a discount rate of 9.8%, an inflation factor of 2.0% and a market risk
premium of 8% have
been applied.
Key assumptions in estimating the assets
retirement obligation
for the Con Mine include: that historic mill roaster tailings are milled in 2006 and processed in 2007 and final wash down and
treatment of storage
pits is completed in 2006; that the final abandonment and restoration plan is approved and other site closure activities commence in
2007; that all
buildings are removed and mine openings capped; that the site is restored to the standard acceptable for industrial-use property;
and water treatment
and monitoring continues post-closure for a period of 25 years.
October 12, 2006
7
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
Key assumptions in estimating the asset
retirement obligation for
the Hope Bay exploration camps include removal of exploration camps, reclamation of site pad and infrastructure, placement of
surface stored waste rock
underground at Boston and re-vegetation as needed. The estimate of the cost, based on contractor rates is at $1.3 million.
Stock-based Compensation
Stock-based compensation is accounted for
using the fair value
based method. Under the fair value based method, compensation cost is measured at fair value of the options at the date of grant and
is expensed over
the vesting period of the award. The Company estimates the fair value using the Black-Scholes option pricing model. The key
assumptions used in the
first six months of 2006 were: a risk-free interest rate of 3.81%, a dividend yield of 0%, an expected volatility of 60% and
expected lives of stock
options of 5 years. The weighted average fair value of options granted and vested in 2006 was $1.45 per share option. The stock
options which were
granted in 2006, but are held subject to shareholder approval have not been included in the fair value calculations for the first
quarter of 2006. The
stock-based compensation expense will be recorded when and if the shareholders approve an increase to the stock option plan based on
the estimated fair
value of the options at the approval date. If the market price for the shares is higher on the approval date than the average strike
price of $2.93 per
share, the estimated fair value of these options will be higher than if the estimated fair value had been calculated based on the
actual grant date. On
the grant date, the strike price of the option was set based on the previous day’s closing market price for the shares.
EXPLORATION AND DEVELOPMENT ACTIVITIES
The focus for the Company continues to be on
the Hope Bay
project. The Company is committed to a strategy of advancing the Hope Bay project to a production decision while continuing to
expand gold resources.
The staged development strategy will focus first on the high grade gold Doris North project, with the goal of generating cash flow
to pay for mining
infrastructure and to fund the subsequent development of a bulk tonnage operations at Madrid and a satellite mining operation at the
Boston deposit
which is over 50 kilometers south of the Doris North deposit area. The Company’s strategy is to establish Doris North as the
infrastructure centre
for the entire Hope Bay project, minimizing the capital requirements and optimizing the return on future deposit development. The
Company’s
exploration strategy will focus on expanding and increasing the confidence level of existing deposits and on continued exploration
for new gold
resources in order to support a sustained intermediate production profile. The Company will continue to conduct grassroots
exploration alone and in
cooperation with strategic partners on selected portions of the
October 12, 2006
8
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
Hope Bay claim groups, when possible. To
achieve these
objectives, the Company needs to successfully complete the current regulatory process for the Doris North project, complete a
positive feasibility
study for the Phase 2 operation, complete financing for mine construction, successfully construct and place into production the
Doris North deposit,
complete development of the Boston, Doris and Madrid deposits and identify additional resources.
In the first quarter of 2006, programs at Hope
Bay were approved
which total approximately $29 million and are designed to complete approximately 55,000 meters of drilling with the objective to
continue to expand and
extend existing deposits and to explore for new deposits. Activity in 2006 will focus on delivering technical and economic studies
(“TES”) on
the next phase of mine development and investigating the opportunity for larger scale mine production. Additionally, approximately
$3.1 million has
been budgeted to continue to advance the Doris North Project through the permitting and regulatory phase by year end.
The Hope Bay exploration camp was re-opened in
late February and
the season’s drilling activity was commenced on March 11, 2006. By the end of June, a total of 36,758 meters of drilling had
been completed.
Drilling activities were focused largely at the Naartok deposit which is in the Madrid deposit area; to the end of June a total of
26,325 meters has
been drilled at Naartok. Other drill targets were at Boston, Doris and other deposits within Madrid, where 2,636, 3,114 and 4,683
meters respectively
were drilled. The bulk of the drilling was directed toward the ongoing aggressive resource expansion program which will generate
information for the
TES to support the next phase of development of Hope Bay.
The results of exploration activities were
successful in
identifying and extending the mineralization on the deposits and reporting in two exploration press releases dated May 25, 2006 and
June 20, 2006;
significant results include:
• |
|
Naartok East. Hole 06PMD448 was drilled
targeting the Naartok
East deposit approximately 100m from 2005 drill hole 05PMD328 which returned 11.6 g/t Au over 66.5m and approximately 65m from hole
05PMD274 which
encountered 9.8 g/t over 64.2m; hole 06PMD448 encountered 9.31 g/t Au over 93.5m; one narrow (0.3m) high grade sample from hole
06PMD448 was reduced
from 918 g/t (26 ounces per ton) to 200 g/t for composite averaging. The true width is estimated to be approximately 75% of core
length. |
• |
|
Rand/Naartok East Gap. Drilling was
successful in demonstrating
fairly continuous mineralization along what appears to be an extension of the “Z” lens which makes up the |
October 12, 2006
9
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
|
|
bulk of the mineralization at Naartok West.
Some significant
results to date include 3.2 g/t gold over 41.5m, 3.6 g/t gold over 19.1m and 20.8 g/t Au over 17.8m. Assay results for a number of
holes are
pending. |
• |
|
Madrid Exploration. An exploration hole
drilled 250m beyond
historical drilling at Naartok East intersected 0.8 g/t over 22m and confirmed the Naartok East horizon is altered and mineralized
and has significant
exploration potential. |
On April 20, 2006,
the Company reported
its revised resource calculation incorporating the results of the successful exploration activities in 2005 on the Hope Bay project
which increased the
total resources by 2.6 million ounces, or 40%. Given the identification of potential for a large open pit concept at the Madrid
deposit area, the
Company was able to reduce the cutoff grade applied to those resources, which in part led to the reported increase. However, using
the same cutoff
grades as in 2004, more than one million ounces were added to the total resources. On June 22, 2006, the Company released the
results of an independent
technical review on the internally calculated resources at Hope Bay as a result of the increases in the Madrid deposit area. The
tables below summarize
the reported resources at December 31, 2005 as set forth in this independent technical report completed by Watts, Griffith and
McOuat Limited
(“WGM”).
HOPE BAY INDICATED MINERAL RESOURCES AT
DECEMBER 31,
2005
|
|
|
|
Inferred
|
|
Area/Deposit/Zone
|
|
|
|
Tonnes
|
|
g Au/t
|
|
Cutoff
g Au/t
|
|
Contained
Ounces
Au
(2)
|
Madrid
Deposit Area |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Naartok East
(1) |
|
|
|
|
6,825,000 |
|
|
|
4.2 |
|
|
|
2 |
|
|
|
915,000 |
|
Naartok West
(1) |
|
|
|
|
5,023,000 |
|
|
|
4.3 |
|
|
|
2 |
|
|
|
699,000 |
|
Rand (1) |
|
|
|
|
1,379,000 |
|
|
|
3.2 |
|
|
|
2 |
|
|
|
143,000 |
|
Suluk |
|
|
|
|
1,125,000 |
|
|
|
4.2 |
|
|
|
2 |
|
|
|
153,000 |
|
South
Patch |
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
N/A |
|
South of
Suluk |
|
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
Subtotal
Madrid |
|
|
|
|
14,352,000 |
|
|
|
4.1 |
|
|
|
|
|
|
|
1,909,000 |
|
Doris
Deposit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doris Hinge
(3) |
|
|
|
|
345,000 |
|
|
|
34.7 |
|
|
|
8 |
|
|
|
385,000 |
|
Doris
North/Connector |
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Doris
Central |
|
|
|
|
824,000 |
|
|
|
12.9 |
|
|
|
5 |
|
|
|
341,000 |
|
Doris
Pillars |
|
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
Subtotal
Doris |
|
|
|
|
1,169,000 |
|
|
|
19.3 |
|
|
|
|
|
|
|
726,000 |
|
Boston
Deposit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston
B2 |
|
|
|
|
1,949,000 |
|
|
|
11.4 |
|
|
|
4 |
|
|
|
713,000 |
|
Boston
B3/B4 |
|
|
|
|
363,000 |
|
|
|
7.3 |
|
|
|
4 |
|
|
|
85,000 |
|
Subtotal
Boston |
|
|
|
|
2,312,000 |
|
|
|
10.7 |
|
|
|
|
|
|
|
798,000 |
|
Total Indicated (4)
|
|
|
|
|
17,834,000
|
|
|
|
6.0
|
|
|
|
|
|
|
|
3,433,000
|
|
October 12, 2006
10
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
|
|
|
|
Indicated
|
|
Area/Deposit/Zone
|
|
|
|
Tonnes
|
|
g Au/t
|
|
Cutoff
g Au/t
|
|
Contained
Ounces Au
(2)
|
(1) Audited by WGM.
(2) Disclosure of contained ounces is
permitted under Canadian
regulations; however, the SEC generally permits mineralization that does not constitute “reserves” to be reported only as
in place tonnage
and grade.
(3) Inferred Mineral Resources are reported in
addition to
Indicated Mineral Resources.
(4) Numbers may not add up exactly due to
rounding.
October 12, 2006
11
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
HOPE BAY INFERRED MINERAL RESOURCES AT
DECEMBER 31,
2005
|
|
|
|
Inferred
|
|
Area/Deposit/Zone
|
|
|
|
Tonnes
|
|
g Au/t
|
|
Cutoff
g Au/t
|
|
Contained
Ounces
Au
(2)
|
Madrid
Deposit Area |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Naartok East
(1) |
|
|
|
|
7,157,000 |
|
|
|
3.7 |
|
|
|
2 |
|
|
|
847,000 |
|
Naartok West
(1) |
|
|
|
|
3,755,000 |
|
|
|
4.0 |
|
|
|
2 |
|
|
|
482,000 |
|
Rand (1) |
|
|
|
|
3,860,000 |
|
|
|
2.8 |
|
|
|
2 |
|
|
|
352,000 |
|
Suluk |
|
|
|
|
14,560,000 |
|
|
|
4.0 |
|
|
|
2 |
|
|
|
1,890,000 |
|
South
Patch |
|
|
|
|
227,000 |
|
|
|
22.5 |
|
|
|
7 |
|
|
|
164,000 |
|
South of
Suluk |
|
|
|
|
573,000 |
|
|
|
9.8 |
|
|
|
6 |
|
|
|
180,000 |
|
Subtotal
Madrid |
|
|
|
|
30,132,000 |
|
|
|
4.0 |
|
|
|
|
|
|
|
3,915,000 |
|
Doris
Deposit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doris
Hinge |
|
|
|
|
28,000 |
|
|
|
10.0 |
|
|
|
8 |
|
|
|
9,000 |
|
Doris
North/Connector |
|
|
|
|
1,270,000 |
|
|
|
13.9 |
|
|
|
5 |
|
|
|
569,000 |
|
Doris
Central |
|
|
|
|
73,000 |
|
|
|
12.8 |
|
|
|
5 |
|
|
|
30,000 |
|
Doris
Pillars |
|
|
|
|
263,000 |
|
|
|
18.6 |
|
|
5-7 |
|
|
|
158,000 |
|
Subtotal
Doris |
|
|
|
|
1,634,000 |
|
|
|
14.5 |
|
|
|
|
|
|
|
766,000 |
|
Boston
Deposit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston
B2 |
|
|
|
|
995,000 |
|
|
|
9.1 |
|
|
|
4 |
|
|
|
292,000 |
|
Boston
B3/B4 |
|
|
|
|
1,437,000 |
|
|
|
9.7 |
|
|
|
4 |
|
|
|
449,000 |
|
Subtotal
Boston |
|
|
|
|
2,431,000 |
|
|
|
9.5 |
|
|
|
|
|
|
|
741,000 |
|
Total Inferred (3)(4)
|
|
|
|
|
34,197,000
|
|
|
|
4.9
|
|
|
|
|
|
|
|
5,421,000
|
|
(1) Audited by WGM.
(2) Disclosure of contained ounces is
permitted under Canadian
regulations; however, the SEC generally permits mineralization that does not constitute “reserves” to be reported only as
in place tonnage
and grade.
(3) Inferred Mineral Resources are reported in
addition to
Indicated Mineral Resources.
(4) Numbers may not add up exactly due to
rounding.
The Company reports a Probable Mineral Reserve
of 458,200 tonnes
grading 22 grams Au/t for the Doris Hinge zone which is included in the Indicated Mineral Resource. Dilution of 39% and mining
recovery of 95% have
been applied. The Probable Mineral Reserve was estimated during the course of a Feasibility Study carried out by Steffen Robertson
and Kirsten (Canada)
Inc. on the Doris North Project in 2002.
The minor difference between the WGM resource
and the internally
calculated resource for Madrid is due to incorporation of a new iteration using more conservative parameters.
In the second quarter of 2006, the Company
continued to advance
studies which include alternative mining concepts which will assess the optimal mining and milling capacity for the next phase of
development at Hope
Bay. The two scenarios under consideration are: a) an underground focused option which has targeted production of approximately
350,000 ounces of gold
annually, and b) the larger scale Large Pit Concept at Madrid with satellite underground deposits at Boston and Doris. These
technical and economic
studies area targeted to be completed by the end of 2006.
October 12, 2006
12
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
The Company continues to work towards
obtaining permits and
licenses for the Doris North project. On March 6, 2006, Nunavut Impact Review Board (“NIRB”) issued its final hearing
report recommending to
the Minister of Indian and Northern Affairs Canada that the Doris North Project should proceed. On July 28, 2006, the Minister of
Indian and Northern
Affairs Canada accepted the NIRB recommendation. The next step in the process is for NIRB to finalize the terms and conditions of
the project and issue
a project certificate. The Company will then embark on obtaining the permits and licenses which are required to begin mine
construction. The Company
continues to expect that the permitting process will proceed in a manner which will allow the Company to ship construction materials
to the site in
2007. Depending on the outcome and timing of the permitting process, the Company could ship the necessary construction materials to
site in the summer
of 2007, complete mine construction during first half of 2008 and production would commence in mid-2008.
CAPITAL PROGRAMS
During the second quarter of 2006, the Company
had capital
expenditures of $11.3 million for exploration and project activities at Hope Bay and $0.4 million for property, plant and equipment
compared to
expenditures in the second quarter of 2005 of $5.9 million for exploration and project activities at Hope Bay and $0.1 million for
property, plant and
equipment.
During the first six months of 2006, the
Company had capital
expenditures of $18.2 million for exploration and project activities at Hope Bay and $0.5 million for property, plant and equipment
compared to
expenditures in the same period of 2005 of $9.3 million for exploration and project activities at Hope Bay and $0.2 million for
property, plant and
equipment.
FINANCING AND LIQUIDITY
At June 30, 2006, the Company had consolidated
working capital of
$52.2 million compared to $64.3 million at the end of 2005. At June 30, 2006, the Company had $60.0 million of cash and cash
equivalents compared to
$68.7 million of cash and cash equivalents and short term investments at December 31, 2005. At June 30, 2006, the Company also had
$15.1 million in
cash collateral deposits for reclamation bonds which are classified outside of working capital.
On June 26, 2006 the Company entered into two
concurrent equity
underwriting agreements comprised of a public offering for 19,200,000 common shares at $4.17 per share and a private placement of
2,900,000
flow-through shares at $5.20 per share for total gross proceeds of $95.1 million. Subsequent to the quarter, on July 12, 2006, the
Company completed
the initial closing
October 12, 2006
13
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
of these two financing agreements which
provided gross
proceeds of a total of $95.1 million. As part of the public offering, the underwriters had an over-allotment option (the
“Over-Allotment
Option”) exercisable for a period of 30 days following the initial closing and on August 11, 2006 the underwriters partially
exercised the
Over-Allotment Option by purchasing 1,113,000 common shares for additional gross proceeds of approximately $4.6 million. As required
by the private
placement flow through agreement, the Company must incur Canadian exploration expenditures as defined by the Income Tax Act (Canada)
totaling
approximately $15 million by December 31, 2007. The Company proposes to use the proceeds from these financings to, in large part,
continue development
of the Hope Bay project, including in-fill drilling programs on the current known resources, exploration drilling programs with the
objective of
identifying new resources, geotechnical studies and drilling to define infrastructure-related parameters, and feasibility and
environmental studies for
the next phase of development.
The Company believes it has sufficient cash
resources and
liquidity to sustain its planned activities in 2006. The future exploration and development of the Hope Bay project may require the
Company to raise
additional capital through a combination of project debt and equity financings. The Company’s strategy is to use equity
financing for exploration
activities and to maximize project debt to build mining infrastructure until sufficient cash flow is generated from mining
production.
Liabilities and Contingencies
The Company has the legal obligation to
reclaim properties for
which it holds water licenses and exploration and mining agreements. The Company has estimated these asset retirement obligations at
June 30, 2006, in
accordance with accounting guidelines described above, to be an aggregate of $22.7 million on an undiscounted basis. The properties
for which these
obligations have been estimated are the Con Mine in Yellowknife and the Hope Bay properties in Nunavut. The Company has established
cash deposits as
collateral for letters of credit pledged in favour of various governmental agencies and others under several water licenses and
mineral exploration and
mining agreements. The Company has also established two reclamation security trusts for the reclamation of the Con Mine. The Company
has cash
collateral deposits and reclamation security trusts totaling $15.1 million.
The reclamation security trusts for the Con
Mine were established
on December 31, 2004. The Company deposited $9 million of the $10 million proceeds from the sale of its Bluefish hydro electric
facility into a
reclamation security trust, in accordance with an agreement with DIAND. The remaining $1 million of the proceeds was deposited into
a second
reclamation security trust.
October 12, 2006
14
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
The proceeds from any subsequent sale of
Con Mine assets will
also be deposited into this second reclamation security trust. The cost of reclamation was estimated by Golder and Associates and
the Company on the
basis of a draft remediation plan which had been submitted to the McKenzie Valley Water Board in February 2003. The final plan is
currently under
review by the Water Board. Based on comments received from the regulatory review process, the Company has estimated the impact of
the required changes
to the plan and recorded an appropriate increase to the liability for December 31, 2005. Any further changes upon receiving final
approval of the plan
could result in an increase to the estimated liability.
In 1995, the Company entered into a joint
exploration transaction
with an investor that resulted in the sale of an interest in the assets comprising the Con Mine. The transaction was based upon an
independent
valuation prepared for the Company. In 2000, Canada Revenue Agency (“CRA”) issued a re-assessment notice challenging the
valuation that
formed the basis for this transaction. The re-assessment does not give rise to any taxes payable by the Company. However, as part of
the original
transaction, the Company agreed to compensate the investor for any shortfall in the value of the assets transferred, to a maximum of
$2.7 million plus
accrued interest, (approximately $2.4 million at June 30, 2006), should a ruling denying the transfer of certain tax pools be made
against the Company.
In 2004, the Company received notification that CRA has re-confirmed the original re-assessment. As a result, the Company filed a
notice of appeal in
March 2005. In April 2006, the Company participated in the discovery process for this case conducted by the Tax Court of Canada.
While management
intends to strenuously defend the independent valuation, the outcome of this issue is not yet determinable. No provision for these
costs has been
recorded at June 30, 2006.
Contractual Obligations
The following table summarizes the contractual
obligations as at
January 1, 2006 of the Company for each of the five years commencing with 2006 and thereafter, in thousands of dollars.
|
|
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
Thereafter
|
Oxygen
plant |
|
|
|
$ |
822 |
|
|
$ |
612 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Office lease
costs |
|
|
|
|
306 |
|
|
|
316 |
|
|
|
316 |
|
|
|
316 |
|
|
|
1,110 |
|
Exploration
equipment |
|
|
|
|
293 |
|
|
|
30 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Site
reclamation(1) |
|
|
|
|
6,240 |
|
|
|
3,059 |
|
|
|
— |
|
|
|
— |
|
|
|
15,635 |
|
(1) The Company is obligated to
fund reclamation and
closure costs for its mining and exploration operations as a condition of associated water licenses. However, the timing of the
payments has not been
determined with certainty and may change depending upon future events. The Company is in the process of finalizing its abandonment
and restoration plan
with regulatory
October 12, 2006
15
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
agencies for the Con Mine which will
establish the extent and
timing of site closure reclamation activities. Reclamation of exploration sites will be deferred to the extent that the Company
continues to be engaged
in actively exploring them.
For additional information related to the
Company’s
obligations and commitments see note 16 in the annual consolidated financial statements.
Off Balance Sheet Arrangements
The Company does not have any off balance
sheet arrangements
other than the pension obligations which are described in note 13 of the annual consolidated financial statements.
OUTLOOK
The outlook for the Company is dependent on
the successful
exploration and development of the Hope Bay project. The Company controls 100% of the Hope Bay project, which has indicated
resources totaling 3.4
million ounces of gold at a grade of 6.0 grams per tonne and an additional 5.4 million ounces of gold at a grade of 4.9 grams per
tonne in the inferred
category.
The Company plans to continue to work towards
making a production
decision on the Doris North project, including advancement of the permitting process. The Company is confident that it will be
successful in addressing
the concerns of the regulatory agencies and, if the permitting process is successfully completed, the Company will make a final
decision on a
commitment to the construction process. If the project is approved by the Company, production could commence during 2008. However,
there can be no
assurance that the permitting process will be completed as planned or that the Company will develop Doris North as anticipated.
As part of the Company’s development
strategy for Hope Bay,
programs have been completed in 2005 that were designed to facilitate delivery of studies which include alternative mining concepts
which will assess
the optimal mining and milling capacity for the next phase of development at Hope Bay. The two scenarios under consideration are: a)
an underground
focused option which has targeted production of approximately 350,000 ounces of gold annually, and b) the larger scale Large Pit
Concept at Madrid with
satellite underground deposits at Boston and Doris. These technical and economic studies area targeted to be completed by the end of
2006.
As a result of the termination of mining
activities at Con and
Giant mines, the Company does not expect to generate significant operating revenue in 2006. The Company anticipates that final
approval for the Con
Mine abandonment and restoration plan will be received in 2006 which will
October 12, 2006
16
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
permit the Company to conduct final
reclamation activities in
subsequent periods. On June 30, 2005, the Company returned the Giant Mine property to DIAND in accordance with the terms of the
acquisition agreement.
The Company does not have any ongoing reclamation obligations for the Giant Mine.
RISKS AND UNCERTAINITIES
The Company will require additional capital to
pursue its
exploration and development work at Hope Bay. Given the nature of capital market demand for speculative investment opportunities,
there is no assurance
that additional financing will be available for the appropriate amounts and at the times required. The Company has developed a cash
management plan
that will enable it to invest on a priority basis in projects likely to generate favourable results in the near-to-medium term.
The impact of fluctuations in the price of
gold is a risk to the
Company’s ability to develop its properties as well as future profitability and cash flow. As the gold price is denominated in
U.S. dollars, the
Company is also at financial risk as the currency exchange rate between Canadian and U.S. dollars fluctuates. If the Canadian dollar
strengthens
against to the U.S. dollar, revenue from future gold sales, which is generated in U.S. dollars, would convert to fewer Canadian
dollars available to
pay for operating costs that are almost entirely incurred in Canadian dollars. Permitting mining projects such as the Doris North
project requires the
approval of regulatory agencies which are beyond the Company’s control. As a result, the receipt of approvals for the project
and the timing of
grants of necessary permits are inherently uncertain.
OUTSTANDING SHARE DATA
As at August 11, 2006, there were 213,350,758
common shares
outstanding and there were an aggregate of 25,211,798 common shares reserved for issuance upon the exercise of incentive stock
options granted to
certain of the Company’s executive officers, directors and employees (6,649,578 common shares) and upon the exercise of
previously issued share
purchase warrants and brokers warrants (18,562,220 commons shares).
RELATED PARTIES
The Company owns 7.6% of Maximus Ventures Ltd
(“Maximus”), a company related by virtue of common directors. The Company supplied services on a cost recovery basis to
Maximus totalling
$0.2 million during the six month period ended June 30, 2006 (2005—$0.3 million). Transactions with related parties are
recorded at their exchange
amount which is the amount of consideration received as established and agreed to by the Company and Maximus.
October 12, 2006
17
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
FORWARD LOOKING STATEMENTS
Statements relating to exploration work at the
Hope Bay project
and the expected results of this work and strategies and plans for the development of the Hope Bay project, statements related to
analyses of financial
condition, future results of operations and other information that are based on forecasts of future results, estimates of amounts
not yet determinable
and assumptions of management are forward-looking statements within the meaning of the United States Private Securities Litigation
Reform Act of 1995.
Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words
“expects,”
“plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,”
“satisfies,” “potential,” “goal,” “objective,” “prospective,”
“strategy”,
“target,” and similar expressions, or that events or conditions “will,” “would,” “may,”
“can,”
“could” or “should” occur. Information inferred from the interpretation of drilling results and information
concerning mineral
resource estimates may also be deemed to be forward looking statements, as it constitutes a prediction of what might be found to be
present when and if
a project is actually developed. These forward-looking statements are subject to a variety of risks and uncertainties which could
cause actual events
or results to differ materially from those reflected in the forward-looking statements, including, without limitation: risks related
to fluctuations in
gold prices and currency exchange rates; uncertainties related to raising sufficient financing to fund the planned work in a timely
manner and on
acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that
results of work will not
fulfill expectations and realize the perceived potential of the Company’s properties; uncertainties involved in the
interpretation of drilling
results and other tests and the estimation of gold reserves and resources; the possibility that required permits may not be obtained
on a timely manner
or at all; the possibility that capital and operating costs may be higher than currently estimated and may preclude commercial
development or render
operations uneconomic; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or
interruptions; the
possibility of cost overruns or unanticipated expenses in the work program; the risk of environmental contamination or damage
resulting from
Miramar’s operations, risks and uncertainties described under “Risks and Uncertainties” and elsewhere in the
Management’s
Discussion and Analysis, and other risks and uncertainties, including those described in the Miramar’s Annual Report on Form
40-F for the year
ended December 31, 2005 and Reports on Form 6-K filed with the Securities and Exchange Commission.
Forward-looking statements are based on the
beliefs, estimates
and opinions of Miramar’s management on the date the statements are made. Miramar undertakes no obligation to update these
forward-looking
statements if management’s beliefs, estimates or opinions, or other factors, should change.
All resource estimates reported in this
disclosure are
calculated in accordance with the National Instrument 43-101 of the Canadian securities administrators and the Canadian Institute of
Mining and
Metallurgy Classification system. These standards differ significantly from the requirements of the United States Securities and
Exchange Commission,
which permits U.S. mining companies in their SEC filings to disclose only those mineral deposits that qualify as proven or probable
“reserves” because a determination has been made based on an appropriate feasibility study that the deposits could be
economically and
legally extracted or produced, and, accordingly, resource information reported in this disclosure may not be comparable to similar
information reported
by United States companies. The term “resource(s)” does not equate to “reserves” and normally may not be
included in documents
filed with the Securities and Exchange Commission, and investors are cautioned not to assume that “resources” will be
converted into
“reserves” in the future.
October 12, 2006
18
MIRAMAR MINING CORPORATION
MANAGEMENT’S DISCUSSION
AND ANALYSIS
This disclosure uses the term “inferred
resources”.
While this term is recognized by Canadian securities regulations concerning disclosures by mining companies, the U.S. Securities and
Exchange
Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence and as to
their economic and
legal feasibility. It cannot be assumed that all or any part of the “inferred resources” will ever be upgraded to a high
category. Under
Canadian securities regulations, estimates of “inferred resources” may not form the basis of feasibility or
pre-feasibility studies except in
rare cases. Investors are cautioned not to assume that part or all of an “inferred resource” exist or are economically
or legally
feasible.
Additional Information
Additional information regarding the Company
is included in the
Company’s Annual Information Form (“AIF”) and Annual Report on Form 40F, which are filed with the Canadian securities
regulators and the
SEC, respectively. A copy of the Company’s AIF is posted on the SEDAR website at www.sedar.com. A copy of the Form 40F
can be obtained from
the SEC website at www.sec.gov.
October 12, 2006
19
Notice to Reader
This Notice accompanies, and should be read in
conjunction with,
the Form 52-109F2 of Elaine Bennett, Chief Financial Officer dated August 11, 2006 (the “Original Certificate”) filed by
Miramar Mining
Corporation (the “Issuer”) with the Canadian securities regulatory authorities through the System for Electronic Document
Analysis and
Retrieval (“SEDAR”).
The Original Certificate was not in the
correct form and should
be disregarded by the reader from the date of this notice. As of the date of this notice, the Original Certificate is superseded and
replaced by the
Form 52-109F2 dated October 11, 2006 filed by the Issuer with the Canadian securities regulatory authorities through SEDAR.
Dated: October 11, 2006
Miramar Mining Corporation
A. David Long
Corporate Secretary
Form 52-109F2
Certification of
Interim
Filings
I, Elaine Bennett, Chief Financial Officer of
Miramar Mining
Corporation certify that:
1. |
|
I have reviewed the interim filings (as this
term is defined in
Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Miramar Mining
Corporation (the
issuer) for the interim period ending June 30, 2006; |
2. |
|
Based on my knowledge, the interim filings do
not contain any
untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement
no misleading in
light of the circumstances under which it was made with respect to the period covered by the interim filings; |
3. |
|
Based on my knowledge, the interim financial
statements together
with the other financial information included in the interim filings fairly present in all material respects the financial
conditions, results of
operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings; |
4. |
|
The issuer’s other certifying officers
and I are
responsible for establishing and maintaining disclosure controls and procedures for the Issuer, and we have: |
|
|
(a) designed such disclosure
controls and procedures,
or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the
issuer, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim
filings are being
prepared. |
Date: October 11, 2006
Elaine Bennett
Chief Financial Officer
Notice to Reader
This Notice accompanies, and should be read in
conjunction with,
the Form 52-109F2 of Anthony Walsh, Chief Executive Officer dated August 11, 2006 (the “Original Certificate”) filed by
Miramar Mining
Corporation (the “Issuer”) with the Canadian securities regulatory authorities through the System for Electronic Document
Analysis and
Retrieval (“SEDAR”).
The Original Certificate was not in the
correct form and should
be disregarded by the reader from the date of this notice. As of the date of this notice, the Original Certificate is superseded and
replaced by the
Form 52-109F2 dated October 11, 2006 filed by the Issuer with the Canadian securities regulatory authorities through SEDAR.
Dated: October 11, 2006
Miramar Mining Corporation
A. David Long
Corporate Secretary
Form 52-109F2
Certification of
Interim
Filings
I, Anthony P. Walsh, Chief Executive
Officer of Miramar
Mining Corporation certify that:
1. |
|
I have reviewed the interim filings (as this
term is defined in
Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Miramar Mining
Corporation (the
issuer) for the interim period ending June 30, 2006; |
2. |
|
Based on my knowledge, the interim filings do
not contain any
untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement
no misleading in
light of the circumstances under which it was made with respect to the period covered by the interim filings; |
3. |
|
Based on my knowledge, the interim financial
statements together
with the other financial information included in the interim filings fairly present in all material respects the financial
conditions, results of
operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings; |
4. |
|
The issuer’s other certifying officers
and I are
responsible for establishing and maintaining disclosure controls and procedures for the Issuer, and we have: |
|
|
(a) designed such disclosure
controls and procedures,
or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the
issuer, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim
filings are being
prepared. |
Date: October 11,
2006
Anthony P. Walsh
Chief Executive Officer