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Wednesday 21 November, 2007

Medoro Resources LTD

3rd Quarter Results


Medoro Announces 2007 Third Quarter Results

    TORONTO, Nov. 20 /CNW/ - Medoro Resources Ltd. (TSX-V: MRS/AIM: MRL)
announced today results for the three and nine-month periods ended
September 30, 2007. For the quarter, Medoro reported a net loss of
$0.6 million or $0.01 per share as compared to a loss of $0.2 million or $0.00
per share in the third quarter of last year. For the nine months ended
September 30, 2007 the company reported a loss of $2.6 million or $0.05 per
share as compared to a loss of $1.2 million or $0.04 per share in the same
period last year.
    The 2007 loss in the quarter largely reflects general and administrative
costs of $0.9 million to support the increased exploration activities compared
to the previous year. At September 30, 2007 the company had cash and
short-term investments of $2.4 million and no debt. Included at page 4 of the
management's discussion and analysis for the third quarter ended September 30,
2007 is disclosure with respect to the company's 2006 acquisition of Panwest
Seas Corporation Ltd. pursuant to which the company acquired rights to the
Lo Increible 4A and 4B properties and information regarding the historical
exploration done on the properties prior to their acquisition by the company.
    The company is continuing its diamond drilling program at the La Cruz,
La Sofia and El Tapon prospects in Venezuela, which will provide the basis for
reclassifying the existing historical resources and identifying additional
resources. The company has also completed a geochemical sampling program that
allowed it to start drilling new target areas within the properties using a
recently contracted third drilling rig. As previously announced on
September 17, 2007, the company has acquired nine properties in Mali and plans
to commence a drill program there in the fourth quarter of this year.
    The company also announced that it intends to raise approximately
$2.3 million through the sale of up to 3.5 million units on a private
placement basis, and is continuing to look at additional options to raise
equity.
    Each unit will be offered at a price of $0.68 per unit and will consist
of one common share of the company and one common share purchase warrant, with
each whole warrant being exercisable for a period of 24 months from the
closing date at an exercise price of $1.00.
    The funds will be used for general corporate and working capital
purposes, which may include costs associated with the identification of
potential acquisitions.
    The financing is subject to regulatory approval. The Company intends to
apply to have the common shares issuable as part of the units and the common
shares issuable upon exercise of the warrants forming part of the units listed
on the TSX Venture Exchange and admitted to trading on the Alternative
Investment Market (AIM) of the London Stock Exchange plc.
    The complete financial statements and management's discussion and
analysis for the third quarter ended September 30, 2007 are available on the
Company's website at www.medororesources.com and on SEDAR at www.sedar.com.

    Medoro Resources is a gold exploration and development company focused on
acquiring properties of merit for potential joint ventures with senior
producers. The company holds a 100% interest in the Lo Increible 4A and 4B
concessions in Venezuela and interests in nine gold exploration areas in the
Republic of Mali. Additional information on the company can be found by
visiting the company's website at www.medororesources.com. Medoro's Nominated
Adviser for the purposes of AIM is Canaccord Adams Ltd. (Ryan Gaffney/Robin
Birchall), +44 (0) 20 7050 6500.

    THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
    RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE



     
    Medoro Resources Ltd.

    Consolidated statements of operations, deficit and comprehensive loss
    three and nine month periods ended September 30,

    (Expressed in thousands of Canadian dollars, except share and per share
    amounts)
    (Unaudited)
                              Three months ended           Nine months ended
                                    September 30,               September 30,
                              2007          2006          2007          2006
    --------------------------------------------- ---------------------------
                                 $             $             $             $
                                       (restated-                  (restated-
                                          note 2)                     note 2)

    Operating expenses
      General and
       administrative
       (Schedule)              862           833         2,892         2,256
      Stock-based
       compensation
       (Note 5)                123         1,316           156         1,316
    --------------------------------------------- ---------------------------
                               985         2,149         3,048         3,572
    --------------------------------------------- ---------------------------

    Other income
      Accreted interest
       on note and shares
       receivable                -             -             -            34
      Foreign exchange
       gain                    310           348           204           451
      Interest income            1            26             5           156
      Other income              51           144           256           260
      Gain on sale of
       investments               -         1,464             -         1,464
    --------------------------------------------- ---------------------------
                               362         1,982           465         2,365
    --------------------------------------------- ---------------------------

    Net loss and
     comprehensive loss
     for the period           (623)         (167)       (2,583)       (1,207)
    Deficit, beginning
     of period             (32,222)      (29,205)      (30,262)      (28,165)
    --------------------------------------------- ---------------------------
    Deficit, end of
     period                (32,845)      (29,372)      (32,845)      (29,372)
    --------------------------------------------- ---------------------------
    --------------------------------------------- ---------------------------
    Basic and diluted
     loss per share          (0.01)        (0.00)        (0.05)        (0.04)
    --------------------------------------------- ---------------------------
    --------------------------------------------- ---------------------------

    Basic and diluted
     weighted average
     number of common
     shares outstanding 50,359,118    47,262,869    49,730,746    34,124,672
    --------------------------------------------- ---------------------------
    --------------------------------------------- ---------------------------



    Medoro Resources Ltd.

    Consolidated balance sheets

    (Expressed in thousands of Canadian dollars)
    (Unaudited)
                                                  September 30,  December 31,
                                                          2007          2006
    -------------------------------------------------------------------------
                                                             $             $
    Assets
    Current assets
      Cash                                                 647           910
      Short-term investments                             1,709        12,520
      Prepaid and other assets                           1,158           583
    -------------------------------------------------------------------------
                                                         3,514        14,013

    Property, plant and equipment, net (Note 4)         36,874        19,677
    -------------------------------------------------------------------------
                                                        40,388        33,690
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Liabilities
    Current liabilities
      Accounts payable and accrued liabilities           1,304           760

    Future income taxes                                 11,189         5,759
    -------------------------------------------------------------------------
                                                        12,493         6,519
    -------------------------------------------------------------------------

    Shareholders' equity
    Share capital (Note 5)                              56,825        53,663
    Contributed surplus (Note 5)                         3,915         3,770
    Deficit                                            (32,845)      (30,262)
    -------------------------------------------------------------------------
                                                        27,895        27,171
    -------------------------------------------------------------------------
                                                        40,388        33,690
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Nature of operations (Note 1)



    Medoro Resources Ltd.

    Consolidated statements of cash flows three and nine month
    periods ended September 30,

    (Expressed in thousands of Canadian dollars)
    (Unaudited)                     Three months                 Nine months
                              2007          2006          2007          2006
    -------------------------------------------------------------------------
                                 $             $             $             $
                                       (restated-                  (restated-
                                          note 2)                     note 2)
    Operating activities
      Net loss                (623)         (167)       (2,583)       (1,208)
      Items not affecting
       cash
        Gain on sale
         of investments          -        (1,464)            -        (1,464)
        Depreciation            42             -           131             -
        Stock-based
         compensation          123         1,316           156         1,316
        Foreign
         exchange loss        (451)            -          (960)            -
        Accreted
         interest on
         note and shares
         receivable              -             -             -           (34)
      Changes in
       non-cash working
       capital items
        Accounts
         receivable              -            73             -          (340)
        Prepaid and
         other assets          (86)         (116)         (575)         (116)
        Accounts
         payable and
         accrued
         liabilities           725            96           544           282
    -------------------------------------------------------------------------
                              (270)         (262)       (3,287)       (1,564)
    -------------------------------------------------------------------------

    Investing activities
      Short-term
       investments           3,253        (2,225)       10,811        (9,122)
      Cash held in
       escrow                    -         3,130             -             -
      Acquisition of
       Panwest                   -        (1,395)            -        (1,395)
      Proceeds on sale
       of Sardinia and
       SGM Ricerche              -         2,721             -         2,721
      Acquisition of
       African Gold
       Resources S.A        (2,461)            -        (3,269)            -
      Acquisition of
       property, plant
       and equipment        (2,524)         (899)       (4,549)       (1,414)
    -------------------------------------------------------------------------
                            (1,732)        1,332         2,993        (9,210)
    -------------------------------------------------------------------------

    Financing activities
      Subscription receipts
       exchanged for
       shares                    -        (3,099)            -             -
      Issuance of warrants       -         1,057             -         1,057
      Issuance of common
       shares for cash           3         1,756            31        10,957
    -------------------------------------------------------------------------
                                 3          (286)           31        12,014
    -------------------------------------------------------------------------

    Net (decrease)
     increase in cash       (1,999)          784          (263)        1,240
    Cash, beginning of
     period                  2,646           575           910           119
    -------------------------------------------------------------------------
    Cash, end of period        647         1,359           647         1,359
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    SEE NOTE 7 FOR SUPPLEMENTAL CASH FLOW INFORMATION



    Medoro Resources Ltd.

    Notes to the consolidated financial statements
    September 30, 2007
    (tabular amounts expressed in thousands of Canadian dollars, except share
    and per share amounts)

    1.  Nature of operations

        The Company is currently engaged in the exploration and development
        of mineral properties; as such, the Company is considered to be in
        the development stage.

        On May 24, 2006, the Company completed a share consolidation whereby
        7 pre-consolidation shares were exchanged for 1 post-consolidation
        share. All information related to common shares has been restated to
        give effect to the share consolidation.

        These financial statements have been prepared under the assumption
        that the Company will be able to realize its assets and discharge its
        liabilities in the normal course of business rather than through a
        process of forced liquidation. Continued operations of the Company
        are dependent on the Company's ability to receive continued financial
        support, complete equity financings, and successfully acquire an
        interest in assets or a business and the ability to generate
        profitable operations in the future.

        These financial statements have been reviewed by the Company's audit
        committee and approved by its Board of Directors.

    2.  Basis of presentation

        These unaudited interim financial statements have been prepared in
        accordance with Canadian generally accepted accounting principles for
        interim financial statements. Accordingly, they do not include all of
        the information and footnotes required by generally accepted
        accounting principles for complete financial statements. In the
        opinion of management, the accompanying financial information
        reflects all adjustments, consisting primarily of normal recurring
        adjustments, which are necessary for a fair presentation of results
        for the interim periods. Operating results for the nine month period
        ended September 30, 2007 are not necessarily indicative of the
        results that may be expected for the year ending December 31, 2007.
        These interim consolidated financial statements follow the same
        accounting policies as the audited consolidated financial statements
        of the Company for the year ended December 31, 2006, except for the
        new policies disclosed below. Accordingly, these interim consolidated
        financial statements should be read in conjunction with the Company's
        2006 annual audited consolidated financial statements and notes
        thereto.

        (i)  Restatement of comparative figures

             a)  The comparative figures have been restated to reflect
                 adjustments that were recorded in the three month period
                 ended December 31, 2006 which relate to the three and nine
                 month periods ended September 30, 2006. The adjustments
                 include an increase to Stock based compensation of $686,637,
                 a $173,005 increase in property due to foreign exchange and
                 the expensing of general and administrative costs that were
                 capitalized to exploration costs of $149,518 for the three
                 months ended September 30, 2006 ($346,139 for the nine
                 months ended September 30, 2006). The adjustment to the
                 stock based compensation was a result of correcting the fair
                 value calculation of stock options that were granted during
                 the three months ended September 30, 2006. There is no
                 effect on the financial statements reported for the year
                 ended December 31, 2006. The effects of the restatement are
                 summarized below:

                          As at September 30,
                                 2006
                      ---------------------------
    Balance sheet      As reported   As restated
                                ($)           ($)
    Property Plant
     and Equipment          16,608        16,632
    Contributed Surplus      2,513         3,199
    Deficit                 28,514        29,373

                                   For the period ended September 30, 2006
                                           Three                        Nine
                                          months                      months
                      --------------------------- ---------------------------
    Statement of
    operations and
    deficit            As reported   As restated   As reported   As restated
                                ($)           ($)           ($)           ($)
    General and
     administrative            684           833         1,910         2,256
    Stock based
     compensation              630         1,316           630         1,316
    Foreign exchange
     gain (loss)               175           348           278           451
    Net earnings (loss)        495          (167)         (349)       (1,208)
    Deficit - beginning
     of period              29,009        29,206        28,165        28,165
    Deficit - end of
     period                 28,514        29,373        28,514        29,373
    Earnings (Loss)
     per share                0.01         (0.00)        (0.01)        (0.04)
    Weighted average                                51,469,808    34,124,672

             Additionally the cash flow statement have been restated to
             reflect the impact of the above changes and to remove a non cash
             transaction for the purchase of Panwest for the issuance of
             shares of $13,626,000 to the supplemental cash flow information
             (note 7).

             b)  Comparative amounts have been reclassified to conform with
                 the current period's presentation.

        (ii) Effective January 1, 2007, the Company adopted CICA Handbook
             Section 1530, Comprehensive Income, CICA Handbook Section 3855,
             Financial Instruments - Recognition and Measurement, CICA
             Handbook Section 3861, Financial Instruments - Disclosure and
             Presentation, CICA Handbook Section 3865, Hedges, and CICA
             Handbook Section 3251, Equity. These accounting policy changes
             were adopted on a prospective basis with no restatement of prior
             period financial statements. The new standards and accounting
             policy changes are as follows:

             (a) Comprehensive income (Section 1530)

                 Comprehensive income is the change in shareholders' equity
                 during a period from transactions and other events and
                 circumstances from non-owner sources. In accordance with
                 this new standard, the Company now reports a statement of
                 comprehensive income and a new category, accumulated other
                 comprehensive income, in the shareholders' equity section of
                 the consolidated balance sheet. The components of this new
                 category may include unrealized gains and losses on
                 financial assets classified as available-for-sale, exchange
                 gains and losses arising from the translation of financial
                 statements of a self-sustaining foreign operation and the
                 effective portion of the changes in fair value of cash flow
                 hedging instruments.

                 During the nine month period ended September 30, 2007, there
                 were no changes in shareholders' equity that resulted from
                 the non-owner sources and consequently, the adoption of the
                 standard noted above had no effect on the presentation of
                 the Company's consolidated financial statements.

             (b) Financial instruments - recognition and measurement
                 (CICA Handbook Section 3855) and disclosure and presentation
                 (CICA Handbook Section 3861)

                 In accordance with these new standards, the Company now
                 classifies all financial instruments as either held-for-
                 trading, available for sale, held-to-maturity, loans and
                 receivables or other financial liabilities. Financial
                 instruments classified as held-for-trading are measured at
                 fair value with unrealized gains and losses recognized in
                 operating results. Financial instruments classified as
                 available for sale are measured at fair value with
                 unrealized gains and losses recognized in other
                 comprehensive income. Financial instruments classified as
                 held-to-maturity, loans and receivables or other financial
                 liabilities are measured at amortized cost.

                 Upon adoption of these new standards, the Company has
                 designated its cash and short-term investments as
                 held-for-trading, which are measured at fair value. Accounts
                 payable and accrued liabilities and notes payable are
                 classified as other liabilities, which are measured at
                 amortized cost. As at September 30, 2007, the Company did
                 not have any financial assets classified as available for
                 sale and did not under take any hedging activities
                 therefore, the adoption of the standard noted above had no
                 effect on the presentation of the Company's consolidated
                 financial statements.

             (c) Equity (CICA Section 3251)

                 The Company's adoption of CICA section 3251 resulted in
                 expanded disclosure of its components of shareholders'
                 equity.

    3.  2006 Acquisition

        On July 10, 2006, the Company acquired all of the issued and
        outstanding shares of Panwest Seas Corporation Ltd. ("Panwest", (a
        company incorporated in the British Virgin Islands), which holds the
        right to the Lo Increible 4A and 4B exploration properties located in
        the El Callao area of the State of Bolivar, Venezuela for $10,788,545
        (including $276,645 in acquisition costs). In consideration for the
        acquisition of Panwest, the Company issued 15,140,000 common shares,
        paid $1,125,000 (US$1,000,000) in cash and also agreed to pay to the
        sellers a royalty of US$15 per ounce of gold on all production from
        the Lo Increible 4A and 4B mining properties. The properties are held
        under mining contracts granted by Corporacion Venezolana de Guayana.

        The common shares issued have been valued at a price of $0.62 per
        common share, being the average closing price of the common shares of
        the Company for the two days before, the day of, and two days after
        the date of announcement of the acquisition agreement on June 12,
        2006.

        The business combination has been accounted for as a purchase
        transaction with the Company as the acquirer of Panwest. The
        allocation of the purchase price is based on the consideration paid
        and the fair value of Panwest's net assets acquired.

        Net assets acquired at fair values is as follows:

                                                                           $

        Mineral properties                                            16,346

        Future income tax liability                                   (5,557)
        ---------------------------------------------------------------------
                                                                      10,789
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Total consideration paid consists of the following:
        Cash                                                           1,125
        Common shares                                                  9,387
        Acquisition costs                                                277
        ---------------------------------------------------------------------
                                                                      10,789
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

    4.  Property, plant and equipment

        a) Asset acquisition

           On September 14, 2007 the Company exercised its option to acquire
           all the issued and outstanding shares of African Gold Resources,
           S.A, a Panamanian company, which holds the options to acquire
           seven properties in Mali for $8,626,000 (including $307,564 in
           acquisition costs). In consideration for the acquisition of
           African Gold Resources, the Company paid $2,962,000 (US$2,810,000)
           and issued 5,200,000 common shares.

           The cash consideration consisted of $808,000 (US$720,000) paid on
           April 23, 2007 for the option to acquire all of the issued and
           outstanding shares of African Gold Resources S.A, and $2,154,000
           (US$2,090,000) cash paid on the exercise of the option. The
           Company will also assume African Gold's obligations under the
           option arrangements it has entered into with the holders of the
           properties, including cash payments totalling US$224,000 and a one
           time payment of US$9.00 per ounce of measured gold resources and
           US$4.00 per ounce of indicated gold resources. The agreement also
           provides that if any of the individual properties contain an
           aggregate of 500,000 ounces or more of measured and indicated gold
           resources, then Gold Resources will receive a one-time payment of
           US$6.00 per ounce of measured gold resources and US$4.00 per ounce
           of indicated gold resources.

           The common shares issued have been valued at a price of $0.60 per
           common share, being the closing price on the day of the exercise
           of the Company's option to acquire African Gold Resources S.A.

           The total costs capitalized to Mineral Properties on the asset
           acquisition were as follow:

                                                                           $
           Cash paid for the option to purchase African Gold
           Resources S.A                                                 808
           Cash paid on the exercise of the option                     2,154
           Common shares issued                                        3,120
           Acquisition costs                                             308
           Future income tax liability                                 6,389
           ------------------------------------------------------------------
                                                                      12,779
           ------------------------------------------------------------------
           ------------------------------------------------------------------


        b) The following table summarizes the Company's property, plant and
           equipment as at September 30, 2007 and December 31, 2006:

                                                          September 30, 2006
           ------------------------------------------------------------------
                                                    Accumulated     Net book
                                             Cost  depreciation        value
           ------------------------------------------------------------------
                                                 $            $            $
           Mineral properties
             Lo Increible A and B           22,369            -       22,369
             Mali properties                13,620            -       13,620
           Plant and equipment
             Lo Increible A and B              622          171          451
             Mali properties                   431                       431
           Other                                 3            -            3
           ------------------------------------------------------------------
                                            37,045          171       36,874
           ------------------------------------------------------------------
           ------------------------------------------------------------------


                                                           December 31, 2006
           ------------------------------------------------------------------
                                                    Accumulated     Net book
                                             Cost  depreciation        value
           ------------------------------------------------------------------
                                                 $            $            $
           Mineral properties
             Lo Increible A and B           19,180            -       19,180
           Plant and equipment                 558           61          497
           ------------------------------------------------------------------
                                            19,738           61       19,677
           ------------------------------------------------------------------
           ------------------------------------------------------------------

           During the nine months ended September 30, 2007, $65,751 of
           depreciation of plant and equipment used in exploration activities
           have been capitalized in mineral properties.

    5.  Share capital

        (a) Common shares

            Authorized: an unlimited number of common shares with no par
            value
            Issued and outstanding

                                         Number of               Contributed
                                            shares       Amount      surplus
            -----------------------------------------------------------------
                                                              $            $

            Balance, December 31, 2005  17,816,425       34,111          587
            Issued on acquisition of
             Panwest (Note 3)           15,140,000        9,387            -
            Private placement
             (Note 5 (b))               14,285,714        8,305          890
            Private placement
             (Note 5 (c))                2,150,000        1,852          962
            Exercise of stock options        7,142            8           (2)
            Stock-based compensation             -            -        1,333
            -----------------------------------------------------------------
            Balance, December 31, 2006  49,399,281       53,663        3,770
            Issued on acquisition of
             African Gold Resources
             (Note 4)                    5,200,000        3,120
            Exercise of stock options       70,000           42          (11)
            Stock-based compensation             -            -          156
            -----------------------------------------------------------------
            Balance, September 30,
             2007                       54,669,281       56,825        3,915
            -----------------------------------------------------------------
            -----------------------------------------------------------------

        (b) On February 28, 2006, the Company completed a private placement
            of 14,285,714 common shares at $0.70 per share for net proceeds
            of $9,195,045. In connection with the private placement, 857,143
            agent compensation warrants were issued. Each agent compensation
            warrant entitled the holder to purchase one common share of the
            Company at a price of $0.70 per common share until August 28,
            2007. All securities issued as part of this placement were
            subject to a four-month hold. The agent compensation warrants
            were fair valued using an option pricing model with the following
            assumptions: no dividends are paid, a volatility of the Company's
            share price of 140%, an expected life of the warrants of
            18 months and an annual risk free rate of 3.96%.

        (c) On July 21, 2006, the Company completed a private placement with
            Gold Fields Ltd. of 2,150,000 units at a price of $1.40 for net
            proceeds of $2,813,943. Each unit consisted of a share and
            one-half of a warrant, with each whole warrant being exercisable
            for two years at a price of $2.80. The warrants were fair valued
            using an option pricing model with the following assumptions: no
            dividends are paid, a volatility of the Company's share price of
            134%, an expected life of the warrants of two years and an annual
            risk free rate of 4.16%.

        (d) Warrants

                                       September 30,             December 31,
                                               2007                     2006
            -----------------------------------------------------------------
                                           Weighted                 Weighted
                                            average                  average
                              Number of    exercise    Number of    exercise
                               warrants       price     warrants       price
            -----------------------------------------------------------------
                                                  $                        $
            Balance,
             outstanding
             beginning of
             period           4,628,232        2.14    2,837,089        2.38
            Issued on
             private
             placement                -           -    1,932,143        1.87
            Warrants
             expired during
             the period      (3,000,000)       1.40     (141,000)       3.92
            -----------------------------------------------------------------
            Balance, end
             of period        1,628,232        1.76    4,628,232        2.14
            -----------------------------------------------------------------
            -----------------------------------------------------------------

            The following table summarizes information concerning outstanding
            and exercisable warrants at September 30, 2007:

            Outstanding
                    and   Exercise
            exercisable      price    Expiry date
            --------------------------------------------
                                 $

                553,232       4.90    December 17, 2008
              1,075,000       2.80    May 8, 2008
            --------------------------------------------
              1,628,232
            --------------------------------------------
            --------------------------------------------

        (e) Incentive stock option plan

            The Company has an incentive stock option plan. Under the plan,
            the exercise price of each option should not be less than the
            discounted market price as defined in the policies of the TSX
            Venture Exchange, and an option's maximum term is five years.
            Options may be granted by the board of directors at any time, to
            directors, senior officers or employees of the Company and
            consultants to the Company or any of its designated affiliates,
            who, by the nature of their position or duties are, in the
            opinion of the board, upon recommendation of the Compensation
            Committee, in a position to contribute to the success of the
            Company.

            A summary of the changes in the Company's incentive stock option
            plan for the nine months ended September 30, 2007 and the year
            ended December 31, 2006 are as follows:

                                       September 30,             December 31,
                                               2007                     2006
            -----------------------------------------------------------------
                                           Weighted                 Weighted
                                            average                  average
                                           exercise                 exercise
                                Options       price      Options       price
            -----------------------------------------------------------------
                                                  $                        $
            Outstanding,
             beginning of
             period           4,638,571        0.92      720,097        3.64
            Options granted     257,000        0.73    3,970,000        0.52
            Options
             cancelled          (40,714)       0.71      (44,384)       8.05
            Options
             exercised          (70,000)       0.51       (7,142)       0.77
            -----------------------------------------------------------------
            Outstanding,
              end of period   4,784,857        0.92    4,638,571        0.92
            -----------------------------------------------------------------
            -----------------------------------------------------------------

            The following table summarizes information concerning outstanding
            and exercisable options at September 30, 2007:

              Options outstanding and exercisable
            ----------------------------------------
                               Weighted    Weighted
                                average     average
                  Number      remaining    exercise
             outstanding  life in years       price
                                                  $

                  382,857         1.06         4.90
                    2,144         1.02         2.66
                  272,856         1.88         1.26
                  100,000         4.65         0.91
                   90,000         3.88         0.82
                   77,000         4.99         0.70
                   80,000         4.28         0.53
                3,725,000         3.80         0.51
                   10,000         4.07         0.48
                   45,000         4.05         0.45
            ----------------------------------------
                4,784,857         3.52         0.92
            ----------------------------------------
            ----------------------------------------

            The fair value of options issued by the Company in 2007 and 2006
            was determined using the Black-Scholes option pricing model using
            the following weighted average assumptions:

                                                   September 30, December 31,
                                                           2007         2006

            Weighted average risk-free rate               4.14%        4.10%
            Dividend yield                                  Nil          Nil
            Volatility factor of the expected
             market price of the Company's shares          194%         110%
            Average expected option life - years            2.5          2.5
            Weighted average grant date fair value
             per share of options issued during
             the period                                   $0.56        $0.34

    6.  Related party transactions

        During the nine month periods ended September 30, 2007 and 2006, the
        Company paid the following amounts to related parties:

        (a) Consulting fees of $ nil (2006 - $50,058) to a company in which a
            director of the Company is an officer; and

        (b) Consulting fees of $283,652 (2006 - $337,637) to directors of the
            Company.

        (c) The Company paid $14,060 (2006 - $Nil) to a related party
            controlled by three directors of the Company in respect of its
            office lease in Caracas, Venezuela.

        These transactions are in the normal course of operations and are
        measured at the exchange amounts, which is the amount of
        consideration established and agreed to by the related parties.

    7.  Supplemental cash flow information

                                Three Months ended         Nine months ended
                                 2007         2006         2007         2006
        ---------------------------------------------------------------------

        a) Interest paid   $        -   $        -   $        -   $        -
           Income taxes
            paid                    -            -            -            -

        b) Non-cash
            transactions
             Acquisition
              of Panwest
              (note 3)                     (13,626)                  (13,626)
             Acquisition
              of African
              Gold Resources
              S.A (note 4)     (9,509)                   (9,509)
             Issue of
              common shares     3,120       13,626        3,432       13,626
             Increase in
              future tax
              liability         6,389                     6,389

    8.  Segmented information

        (a) The Company currently operates in one reportable operating
            segment, being the acquisition and exploration of mineral
            properties.

        (b) As at September 30, 2007 the Company's mineral properties are in
            Venezuela and Mali. As at September 30, 2006 all of the Company's
            mineral properties were in Venezuela. During the year ended
            December 31, 2006, the Company disposed of all its properties in
            Italy. The Company's assets and results of operations by
            geographic areas are as follows:

                                                    As at September 30, 2007
    -------------------------------------------------------------------------
                            Venezuela         Mali       Canada        Total
    -------------------------------------------------------------------------

    Property, plant and
     equipment            $    22,820  $    14,051  $         3  $    36,874
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Total assets          $    23,922  $    14,366  $     2,100  $    40,388
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                                                          Three months ended
                                                          September 30, 2007
    -------------------------------------------------------------------------
                            Venezuela         Mali       Canada        Total
    -------------------------------------------------------------------------
    General and
     administrative
     expenses             $       191  $       101  $       570  $       862
    Stock based
     compensation                   -            -          123          123
    Other income (loss)           785           17         (440)         362
    -------------------------------------------------------------------------
    Net earnings (loss)   $       594  $       (84) $    (1,133) $      (623)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Capital Expenditures
     net of non-cash
     transactions         $     1,557  $     3,428  $         -  $     4,985
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                                                           Nine months ended
                                                          September 30, 2007
    -------------------------------------------------------------------------
                            Venezuela         Mali       Canada        Total
    -------------------------------------------------------------------------
    General and
     administrative
     expenses             $       600  $       101  $     2,191  $     2,892
    Stock based
     compensation                   -            -          156          156
    Other income (loss)         1,346           17         (898)         465
    -------------------------------------------------------------------------

    Net earnings (loss)   $       746  $       (84) $    (3,245) $    (2,583)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Capital Expenditures
     net of non-cash
     transactions         $     3,276  $     4,542  $         -  $     7,818
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Medoro Resources Ltd.

    Consolidated schedules of general and administrative expenses
    three and nine month periods ended September 30,
    (Expressed in thousands of Canadian dollars)
    (Unaudited)
                                      Three months               Nine months
                                 2007         2006         2007         2006
    ----------------------------------------------- -------------------------
                                    $            $            $            $
                                         (restated-                (restated-
                                            note 2)                   note 2)
    General and
     administrative
      Office and
       administration             321          221          742          623
      Consulting fees             261          362          997          642
      Director fees                20           22           63           53
      Investor relations,
       transfer agent and
       filing fees                 25           65          125          295
      Legal and accounting fees    72           89          272          254
      Salaries and benefits       121           78          443          245
      Travel and promotion         19          (22)         172          114
      Depreciation                 21           17           65           26
      Bank charges and interest     2            1           13            4
    ----------------------------------------------- -------------------------
                                  862          833        2,892        2,256
    ----------------------------------------------- -------------------------
    ----------------------------------------------- -------------------------
     



For further information: Nelson Lee, Chief Financial Officer, (416) 603-4653,
nlee(at)medororesources.com
(MRL)

 



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