Issued and Outstanding Shares
Transcription
Issued and Outstanding Shares
Directors and Officers André Audet – Chairman of the Board Marc-André Bernier – President and CEO Marc Carbonneau – CFO and Secretary Florent Gauthier – Director Jacques Letendre – Director and Technical Advisor Issued and Outstanding Shares TSX Venture Exchange – MAJ 97,752,595 Outstanding Shares 115,515,963 Fully Diluted Legal Counsel Pothier Valiquette Transfer Agent CIBC Mellon Trust (Montreal) Auditors Raymond Chabot Grant Thornton LLP (Ottawa) Head Office Administrative Office 1216-1155 University Street 103-5420 Canotek Road Montreal, Quebec, H3A 3B7 Ottawa, Ontario, K1J 1E9 Telephone: (613) 241-5333 Facsimile: (613) 241-8632 E-Mail: [email protected] www.majescor.com Report to Shareholders On behalf of the Board of Directors, it is my pleasure to bring you up to date on the achievements and activities of Majescor Resources Inc. ("Majescor") over the past year and to present the audited financial statements for the fiscal year ended February 28, 2007. The last year marked a significant turning point for Majescor. In March 2006 the Board of Directors appointed a new President and CEO with a mandate to undertake a strategic review of Majescor’s core business activities and world-wide exploration assets and to propose a new business development model designed to reenergize the Company and bring it inline with the new realities of the commodities market. Over this last year, the Board, management and technical team of Majescor have worked aggressively to implement a series of corporate initiatives which have led to the successful transition of Majescor from an exclusively diamond-focused company to a multicommodity explorer. Going forward in 2007, we believe we can add significant value for our shareholders by targeting the development of resources within the uranium, gold/base metal and diamond projects that Majescor now holds in its two core regions of operation, Quebec and Madagascar; by looking for similar projects in geographic proximity that will allow us to take advantage of our extensive knowledge base and inhouse technical expertise; by acquiring other historical resources, like our Besakoa polymetallic prospect in Madagascar, that can be quickly tested and advanced to add value; and by continuing to develop synergies with other exploration companies to reduce risk and share expertise. Here are the year's key accomplishments: ♦ In July 2006 Majescor took a decisive step on the path of becoming a multi-commodity explorer by entering into an agreement with Calibra Resources and Engineers Madagascar (“CREM”) for the acquisition of a 100% interest in four gold and base metal properties in Madagascar. Key to the transaction with CREM was the acquisition of the Besakoa property in southern Madagascar. The Besakoa property is host to a series of sulphide occurrences including the Besakoa polymetallic prospect, Madagascar’s principal copper-zincsilver-gold occurrence. Reconnaissance sampling conducted by Majescor in September 2006 confirmed the presence of anomalous gold, silver and copper values over a minimum 700m strike length at the main Besakoa prospect with surface sample values of up to 17.5 g/t gold, 9.8 g/t silver, and 30.4% copper. In January 2007, Majescor completed its first diamond drilling program on the Besakoa property targeting the main Besakoa VMS prospect. The eight-hole, 431m core drilling program was designed to confirm and upgrade geological data derived from historical core drilling dating back to the 1950s. Drill core enriched in iron oxides and/or copper-zinc-bearing sulphides was observed in all eight drill holes with intersections of up to 21.5 m of 0.7% Copper, 0.5 g/t Gold, 1.1% Zinc and 21.4 g/t Silver. On the Daraina gold property in Northern Madagascar, reconnaissance surface sampling carried-out in August 2006 confirmed the presence of economic grades in surface grab samples with assays of up to 81.7 g/t gold and 21 g/t silver. ♦ In August 2006, Majescor announced the signing of an agreement with Uranium World Energy Inc. (“UWE”), a recently incorporated and privately held mining company, whereby UWE may earn 100% of Majescor’s uranium rights on the De Beers Exploration of Canada’s (“De Beers”) Baker Lake property in Nunavut. In the fall of 2006, a uranium exploration campaign was launched on the property to follow-up on the conclusions of a 43-101-type report prepared by MPH Consulting Ltd (“MPH”) of Toronto. Based on a geological compilation and analysis, MPH identified a series of seven priority areas to be tested by deeppenetrating airborne geophysical surveying. The seven blocks were subsequently flown within the scope of a more extensive airborne geophysical survey totalling 5,992 line-km. This survey, covering both diamond and uranium permits, was completed in October. In April 2007, Merc International Minerals Inc. (“MERC”) announced the signing of an agreement with UWE to acquire all 12 million shares of UWE in exchange for 49% of MERC shares. Majescor, owner of 25% of UWE shares before the announcement, will become a shareholder of 12% of the newly merged company. _______________________________________________________________ Majescor Resources 2006 Annual Report 1 ♦ In September 2006, Majescor signed a second multi-commodity option agreement with De Beers, this time for the Mirabelli property located in the James Bay territory of Quebec. The vast, 3,246km² property has potential for both diamonds and gold/base metals and the agreement with De Beers involves distinct provisions to acquire diamond interests and metal interests. In November 2006, the property was surveyed by way of systematic surficial sediment sampling for kimberlite indicator minerals (“KIM”). In January 2007, a high resolution airborne magnetometer survey was conducted over a 191 km² priority area identified through geological compilation of historical De Beers data. The airborne survey identified a series of prospective targets for kimberlites. Ground geophysical surveying of selected airborne anomalies was carried-out in April, in anticipation of a fall 2007 core drilling program. On the gold/base metal side, previous deep-penetrating airborne geophysical surveying by De Beers over a portion of the Mirabelli property identified 66 electromagnetic (“EM”) conductors, forming 29 “sulphide” targets with potential to host massive sulphide mineralization. None of the sulphide targets have been drill-tested. The processing of 2,031 heavy mineral concentrates derived from KIM surveys carried out by De Beers and Majescor has resulted in the identification of several particulate gold anomalies in different parts of the Mirabelli property, and elsewhere within the 15,000 km² area of interest, which clearly warrant follow-up. ♦ In November 2006, Majescor reached another milestone when its Braúna diamond project located in the State of Bahia, Brazil, a joint-venture with Vaaldiam Resources (“Vaaldiam”), was advanced to a first phase of bulk sampling. Braúna became Majescor’s first diamond exploration project to reach the resource assessment phase. Approximately 100 tonnes of saprolitic kimberlite were collected and processed from the two largest pipes, Braúna 3 and Braúna 7. The second set of partial results released by the Joint Venture in January 2007 listed 58 commercial-sized diamonds (total weight: 7.74 carats) recovered from 37.69 dry tonnes of kimberlite processed from the south lobe of the Braúna 3 pipe, equivalent to a diamond grade of 20.54 carats per 100 tonnes. On February 15, 2007, Majescor announced the sale to Vaaldiam of its 40% interest in the Braúna project, as well as its 100% interest in the Tres Marias property, located in the State of Minas Gerais, for a cash payment of $2,250,000 and the issuance of Vaaldiam shares equivalent to $1,500,000. The total value of the transaction with Vaaldiam is $3,750,000. ♦ In January 2007, Majescor and partner Diamonds North Resources Ltd. (“Diamonds North”) announced that the airborne geophysical survey commissioned over the Banks Island diamond property in 2006 had delineated 65 geophysical anomalies that may be caused by kimberlite intrusions. Seven targets are considered moderate to strong priority, including a target estimated at 12 hectares in surface area. Ground follow-up and a second airborne geophysical survey to search for new prospective diamond targets are planned for this summer. The partners believe that the Banks Island property, located on the east coast of Banks Island, in the Northwest Territories, may represent an entirely new diamond district in northern Canada. ♦ From January to March 2007, Majescor continued strengthening its position as a multi-commodity explorer by signing a series of agreements for uranium in Quebec. The Company signed two option agreements with Azimut Exploration Inc. (“Azimut”), for the South Rae and West Minto uranium properties. Both properties are located in the emerging Nunavik region of northern Québec and host untested regional-scale geochemical uranium anomalies. The bedrock underlying the properties, composed of tonalitic and granitic gneiss with late Archean granitic and pegmatitic intrusions, has the potential to host uranium deposits similar to Rössing in Namibia or Madawaska in Ontario. The target is a hightonnage uranium deposit amenable to open pit mining. In the Otish Mountains district, Majescor optioned the uranium rights on its Lac Laparre project to the Santoy-Melkior JV who will engage in the search for structurally-controlled deposits. On its Mistassini property, the Company signed a new agreement with JV partner Superior Diamonds Inc. (“Superior Diamonds”) granting Majescor a 100% interest in the uranium rights. In ________________________________________________________________ 2 Majescor Resources 2006 Annual Report exchange, Superior Diamonds retains 100% interest in the diamond rights on the property. The Mistassini property hosts the Lac Mantouchiche uranium showing discovered by Majescor and Superior Diamonds in 2002. The drill core uranium occurrence, which grades 0.20% U3O8 over 4.50 metres, will be further tested this summer. ♦ In September 2006, Majescor and partner Forest Gate Resources Inc. announced the discovery of a new kimberlite float dispersal train on its Portage property in northern Quebec. A 54.15-kg sample of kimberlite from the new float dispersal train discovered in the vicinity of the Remick dyke was processed for microdiamonds and yielded a total of 83 diamonds, six times more diamonds per kg than the original U0340 float occurrence processed in 2004. The Portage property is within 10 kilometres of the diamondiferous Renard kimberlite cluster currently being bulk-sampled by Stornoway Diamonds Corp. (“Stornoway”) - Soquem. New diamonds results released by Stornoway in May 2007 further indicate that the Otish Mountains diamond district of Quebec, comprising Majescor’s Portage property and the adjacent Foxtrot property, represents one of Canada’s most prospective regions for economic diamond deposits. effectively present our Company and corporate message. We are particularly excited about the Company’s new uranium, gold/base metal and diamond prospects and we intend to advance these in the upcoming months in the hope of confirming the value we believe they hold for our shareholders. In addition, we will continue to diligently work at increasing shareholder value, through new acquisitions, strategic partnerships and exploration programs targeting tangible results. These actions could lead to multiple discoveries on our exploration projects. On behalf of Majescor Resources, I would like to extend my sincere thanks to our shareholders for their support over the last year as the Company evolved into a multi-commodity explorer. I would also like to take this opportunity to acknowledge the commitment and co-operation of our partners. Finally, I wish to convey my personal gratitude to all the members of Majescor’s technical and administrative staff, the directors, advisors and consultants, without whose dedication and enthusiasm the Company’s significant achievements would not have been possible. ♦ Finally, Majescor successfully raised over $3.9 million during the year enabling the Company to move forward on property acquisitions and exploration and build market exposure. Majescor’s market capitalisation more than doubled on record volumes of share trades. “Branding” plays a significant role during the growth of a successful exploration company. Over the last year, we have developed an in-house Investor Relations program. As part of this program, we presented the company to brokers and Fund Managers across the country. We set up exhibits at several industry trade shows and attended several more to talk to investors and potential partners. We are currently in the process of releasing a new Website site reflecting the Company’s new corporate image. In the coming year, we will focus on increasing Majescor’s presence in the financial, industry and media markets to more Marc-André Bernier,M.Sc., P. Geo. President and Chief Executive Officer Montreal, Quebec, Canada June 6, 2007 ________________________________________________________________ Majescor Resources 2006 Annual Report 3 Corporate Strategy Multi-Commodity Approach Focusing on Uranium, Precious & Base Metals, and Diamonds 2006 was a very successful transformation year for Majescor. In 2006, the Company implemented a new business model aimed at expanding the scope of its operations to include uranium, and gold and base metals, as well as diamonds. These commodities are all highly desired around the world and are particularly sought-after in the countries where the Company is engaged in mineral exploration. Today, Majescor Resources is a dynamic and well funded exploration company with uranium properties in the Otish mountains, in the Ungava and in the west Nunavik regions of northern Quebec, as well as a significant uranium interest in the Thelon Basin of Nunavut, through its ownership position in Uranium World Energy. In addition to uranium, Majescor has the largest portfolio of diamond properties in Quebec, as well as diamond projects in the Northwest Territories, in Nunavut, and in Madagascar. Majescor has further diversified its property portfolio by recently acquiring gold and base metal properties in Quebec and in Madagascar. Majescor Resources reduces exploration risk through the development of strategic alliances with: *Azimut Exploration Inc. *De Beers Exploration Canada Inc. *Diamonds North Resources Ltd. *Santoy Resources Ltd. / Melkior Resources Inc. *Superior Diamonds Inc. *Madagascar Mining and Development SARL. ________________________________________________________________ 4 Majescor Resources 2006 Annual Report 2006 Highlights • • • • • • • • • • • New President and CEO appointed in March 2006 Design and implementation of a new business development model and successful transition of the Company to a multi-commodity explorer Land holdings in Madagascar expanded with four new gold/base metal properties; initial core drilling at the Company’s Besakoa VMS prospects intersects 21.5 m of 0.7% copper, 0.5g/t gold, 1.1% zinc, and 21.4 g/t silver Spin-off of Baker Lake Uranium assets in Nunavut to Uranium World Energy Optioning of diamonds and gold/base metal rights on De Beers’ massive Mirabelli property in northern Quebec The Brauna diamond project in Brazil is successfully advanced to the resource evaluation phase leading to the eventual sale of the Company’s Brazilian diamond assets to Vaaldiam for $3.75 million Identification of priority geophysical targets on the Banks Island diamond property in the Northwest Territories, including a target estimated at 12 hectares; 83 diamonds recovered from a sample of kimberlite float from a newly discovered boulder train in the Remick area of the Portage property in northern Quebec Strategic expansion into northern Quebec for uranium with 4 new agreements in place (South Rae; West Minto; Lac Laparre; Mistassini) Share price more than doubles throughout the year on strong trading volumes Majescor raises over $3.9 million and is fully funded to advance the development of its exploration projects Exploration Last year, Majescor’s exploration activities spanned a number of geographic regions throughout the world, from Madagascar to Brazil and including the Northwest Territories, Nunavut and Québec in Canada. Ten (10) projects saw active exploration work over the last 12 months, namely airborne geophysical surveying (Banks Island in the Northwest Territories; Baker Lake in Nunavut; Mirabelli in Québec); ground geophysical surveying (Mirabelli and Lac Laparre in Québec); surficial sediment sampling and prospecting (Portage, Mistassini, and Mirabelli in Quebec; Ankarimbelo in Madagascar), surface rock sampling (Daraina and Besakoa in Madagascar), core drilling (Besakoa in Madagascar, Braúna in Brazil), and bulk sampling and bulk sample processing (Portage in Québec, Braúna in Brazil). Gross exploration expenditures for the period reached $2,262,734 ($2,353,516 for 2006). The level of expenditures incurred during the period ended February 28, 2007 is higher than expenditures incurred for the same period the prior year, due to the significant cost of geophysical surveys conducted on the Baker Lake property, and the acquisition of four properties in Madagascar during the period. ________________________________________________________________ Majescor Resources 2006 Annual Report 5 Uranium SOUTH RAE – Ungava Bay region, Nunavik district, Quebec Option to acquire up to 65% from Azimut. Operator: Majescor. Model: Rössing-type, large tonnage, intrusion-related uranium deposit amenable to open pit mining. The South Rae property covers a strong regional-scale uranium anomaly in lake-bottom sediments. The property consists of six claim blocks totalling 2,090 map-designated cells with a surface area of 945 km2. The largest claim block on the property has a 65 km strike length. On January 31, 2007, Majescor announced the signing of a Letter of Intent with Azimut Exploration Inc. (“Azimut”) for the South Rae uranium property, located in Ungava Bay region of northern Quebec. The South Rae property is located about 80 km south of Azimut and Northwestern Mineral Ventures’ North Rae property, where during the course of the initial reconnaissance, more than 20 radioactive zones and related uranium occurrences grading up to 0.59% U3O8 were discovered in an area measuring 32 by 43 km. Majescor and Azimut believe that South Rae is part of the same district-scale uranium target as North Rae and may represent comparable exploration potential. On the George River property to the southeast of South Rae, Freewest Resources Canada reported finding four new uranium zones, including the Stewart Lake trend where grades up to 0.45% U3O8 were recorded in surface samples. The George River property lies on-trend with the district-scale lake bottom sediment uranium anomaly on South Rae. The partners believe that the bedrock underlying the South Rae property, composed of tonalitic and granitic gneiss with late Archean granitic and pegmatitic intrusions, has the potential to host uranium deposits similar to Rössing in Namibia or Madawaska in Ontario. The target is a high-tonnage uranium deposit amenable to open pit mining. ________________________________________________________________ 6 Majescor Resources 2006 Annual Report The South Rae uranium property consists of six claim blocks totalling 2,090 map-designated cells (“CDC”) covering a surface area of 945 km2. This includes 219 CDC that were recently designated and for which confirmation is pending from the Ministère des Ressources naturelles et de la Faune du Québec (“MNRF”). The largest claim block on the property has a strike extension of 65 km. Majescor may earn a 50% interest by investing $4.6 million in exploration work over a period of 5 years, and may acquire an additional 15% interest upon delivery of a bankable feasibility study. A first cash payment of $100,000 was paid on signing, then another of $83,000 on the first anniversary, and finally of $50,000 on the next three anniversaries, for a total of $330,000. Majescor issued 710,000 common shares on signing, and an additional 710,000 common shares will be issued on the first anniversary (these shares are subject to a 4-month hold period). Majescor will initially be project operator for uranium and as such, intends to conduct an airborne geophysical survey (radiometric, magnetic, electromagnetic), as well as lake-bottom sediment sampling and ground prospecting on the property during the summer of 2007. The property consists of six claim blocks totalling 2,090 map-designated cells with a surface area of 945 km2. The largest claim block on the property has a 65 km strike length. WEST MINTO – West-central Nunavik district, Quebec Option to acquire up to 65% from Azimut. Operator: Majescor. Model: Rössing-type, uranium deposit. The West Minto property covers a 36 km-long anomaly containing values in excess of 100 ppm U in lake bottom sediments. The property consists of two claim blocks totalling 918 map designated cells with a total surface area of 416 km2. along the coast of Hudson Bay. The property covers a strong regional-scale uranium anomaly in lake-bottom sediments, which extends for 60 km. The main feature of the property is a sharply defined geochemical anomaly, some 36 km long, with values in excess of 100 ppm U. The West Minto property lies along a major basement flexure marked by a magnetic signature that is clearly correlated with the districtscale uranium anomaly. The area is underlain by late Archean intrusive rocks as well as felsic volcanic rocks and sedimentary rocks of probable Proterozoic age. The target is a high-tonnage intrusion-related uranium deposit amenable to open pit mining. The West Minto property consists of two claim blocks totalling 918 CDC and covering a surface area of 416 km2. This includes 88 cells that were recently designated and for which confirmation is pending from the Quebec MNRF. The agreement with Azimut stipulates that Majescor may earn a 50% interest in the property by investing $3.8 million in exploration work over a period of 5 years, including $500,000 in year 1. The Company may also acquire an additional 15% interest upon delivery of a bankable feasibility study. A first cash payment of $100,000 was due on signing, followed by four annual payments of $50,000 each, for a total of $300,000. Majescor issued 270,000 common shares on signing and an additional 270,000 common shares will be issued on the first anniversary of the agreement (these shares are subject to a 4-month hold period). Majescor will initially be project operator for uranium and as such, intends to conduct an airborne geophysical survey (radiometric, magnetic) as well as lake-bottom sediment sampling on the property during the summer of 2007. On March 27, 2007, Majescor announced the signing of a second Letter of Intent with Azimut for the West Minto uranium property, located in west-central Nunavik district, northern Quebec. The West Minto uranium property is located about 150 km east-southeast of the town and airport of Inukjuak, ________________________________________________________________ Majescor Resources 2006 Annual Report 7 ________________________________________________________________ 8 Majescor Resources 2006 Annual Report MISTASSINI – Otish Mountains region, Quebec 100% owned. Majescor to follow-up this summer on its Lac Mantouchiche uranium showing in drill core (0.20% U3O8 over 4.5m). Target: Vein-type uranium deposits associated with shear zones in off-basin position basement rocks. Majescor has significantly augmented its land position around the Lac Mantouchiche uranium showing by staking an additional 33,000 hectares since February. The property consists of 730 map-designated cells, with a surface area of of 391 km2. On March 5, 2007, Majescor announced the signing of a new agreement with joint venture partner Superior Diamonds Inc. (“Superior Diamonds”) on the Mistassini property located in the southwest part of the Otish Mountains. The agreement grants Majescor a 100% interest in the uranium rights. In exchange, Superior Diamonds retains 100% interest in the diamond rights on the property, as well as a 2% Yellow Cake Royalty for uranium. Majescor retains a 2% royalty for diamonds. Subsequent to the agreement, the joint venture partners considerably increased their land holdings by staking an additional 33,000 hectares around the Lac Mantouchiche uranium showing. The property now comprises 730 map-designated cells, with a surface area of 391 km². This includes 221 cells that were recently designated and for which confirmation is pending from the Quebec MRNF. The Mistassini property hosts the Lac Mantouchiche uranium showing one of the rare uranium occurrences discovered in the Otish Mountains since the end of the Uranium boom days of the 1980s. The drill core occurrence discovered by Majescor and Superior Diamonds in 2002 while testing a diamond target grades 0.20% U3O8 over 4.50 m. It has never been followed-up. Historically, the main thrust of the uranium exploration in northern Quebec has focused on the Otish Mountains Paleoproterozoic sedimentary basin in the search for unconformity-related uranium deposits, as this basin showed geological similarity to the prolific Athabasca Mesoproterozoic sedimentary basin in Saskatchewan. Advances in uranium deposit geology together with significant results recently obtained by Strateco Resources on the nearby Matoush property, where one of the best reported drill intersections to date has been 2.13% U3O8 over 15.2 m (Strateco news release dated February 20, 2007), have highlighted the potential in the Otish Mountains district for economicgrade, vein-type uranium mineralization associated with shear zones. The Mistassini property is strategically located in a proximal off-basin position, to host shear zone-related uranium deposits. The property rests on basement rocks, immediately north of the Papaskwasati sedimentary basin, a north-trending spur of the Lake Mistassini basin, itself an equivalent of the Otish Mountains basin located 100 km to the northeast. The 2007 exploration program at Mistassini calls for drilling the extensions of the Lac Mantouchiche showing, as well as a targeted program of geological compilation, airborne geophysics and ground follow-up to better define structure and grade controls on mineralization and to search for new uranium occurrences. LAC LAPARRE – Otish Mountains region, Quebec 100% owned. Santoy-Melkior JV can earn-in up to 66.6% of the uranium rights. Target: Vein-type uranium deposits associated with post-emplacement faults that cross-cuts sedimentary sequences. The property consists of 317 map-designated cells, with a surface area of 147 km2. Majescor retains 100% of the diamond rights. On February 19, 2007, Majescor announced the signing of a Letter of Intent to option up to a 66 2/3% interest in the uranium rights on the Lac Laparre property to a 50/50 joint venture formed by Santoy Resources Inc. and Melkior Resources Inc. Majescor will retain exclusive rights for diamonds. The Lac Laparre property consists of 317 mapdesignated cells covering 147 km² of ground prospective for uranium, strategically located within the Otish Mountains Paleoproterozoic sedimentary basin which hosts many uranium showings typical of unconformity-related uranium deposits. The geological setting of the Lac Laparre property is ________________________________________________________________ Majescor Resources 2006 Annual Report 9 analogous to Strateco’s Matoush property, located 25 km southwest. The Lac Laparre property is also located 16 km to the northeast and on trend with Santoy-Melkior’s Marc-André uranium occurrence which is currently being drill-tested. The option agreement with the Santoy/Melkior joint venture calls for a work commitment of $2.5 million in exploration over five years (including a minimum of $300,000 in year 1), an upfront cash payment of $50,000, the issuance of 200,000 shares of Melkior and 60,000 shares of Santoy in tranches over a one-year period, and a 1.5% Net Smelter Return (NSR) royalty, half of which can be bought back at any time prior to commercial production for $1 million. The Santoy-Melkior Joint Venture will be the initial operator of the Lac Laparre project and will conduct an lake sediment geochemical sampling program on the property in the spring of 2007. BAKER LAKE – Thelon Basin region, Nunavut Uranium & Diamonds – Target: Kiggavik-style uranium deposit associated with fault zones in offbasin position basement rocks. Majescor spun-out its uranium rights on De Beers’ Baker Lake property to Uranium World Energy (“UWE”) in exchange for 3 million shares. UWE subsequently announced its intentions to merge with Merc International Minerals. Majescor will become a shareholder of 12% of the merged company. The Baker Lake property consists of 19 uranium prospecting permits covering 3,270 km². The terms of the transaction with UWE stipulate that Majescor agrees to sell and transfer its uranium rights to the property in exchange for the receipt of three million common shares of UWE and a commitment by UWE to spend $640,000 in exploration on the property before December 31st, 2008. At this point, UWE will be deemed to have earned an 80% interest in the property from De Beers. By May of 2007, UWE had met all of the above conditions. In the fall 2006, a uranium exploration campaign was launched on the Baker Lake property to follow-up on the conclusions of a 43-101-type report filed by MPH Consulting Ltd (“MPH”) of Toronto. Based on a geological compilation and analysis, MPH identified priority target areas on the property and selected seven specific areas to be tested by deep-penetrating airborne geophysical surveys. The seven blocks were subsequently flown within the scope of a more extensive airborne geophysical survey totalling 5,992 line km. This survey, covering both diamond and uranium permits, was completed in October. In November 2006, UWE replaced Majescor as technical operator of the uranium project. The final results of the airborne geophysical survey identified a series of uranium targets for ground follow-up during the summer of 2007. On April 18, 2007, Merc International Minerals Inc. (“MERC”) announced the signing of an agreement with UWE to acquire all 12 million shares of UWE in exchange for 49% of MERC shares. Majescor, owner of 25% of UWE shares before the announcement, will become a shareholder of 12% of the merged companies. In August 2006, Majescor announced the signing of an agreement with Uranium World Energy Inc. (“UWE”), a recently incorporated privately held exploration company, whereby UWE may earn 100% of Majescor’s uranium rights on the Baker Lake property. Majescor had optioned the uranium rights previously from De Beers Exploration Canada Inc. (“De Beers”). The property consists of 19 prospecting permits covering 3,270 km², in two contiguous blocks approximately 50 km apart. The property is located 20-40 km south of the Kiggavik group of uranium deposits held by Areva Resources Canada Inc. ________________________________________________________________ 10 Majescor Resources 2006 Annual Report Baker Lake, Nunavut Diamonds PORTAGE - Otish Mountains region, Quebec 100% owned. Target: kimberlite pipe or dyke-hosted diamond deposit. The Portage property is host to the Remick kimberlite dyke discovered by drilling in 2005, as well as three occurrences of diamondbearing float. The property consists of 2,642 CDC covering 1,365 km². Portage is within 10 km of the diamondiferous Renard kimberlite cluster currently being bulk-sampled by Stornoway Diamonds and SOQUEM. The Portage property is located in the Otish Mountains region of northern Quebec, 125 km southeast of the LG-4 hydroelectric complex and 320 km northnortheast of Chibougamau. The property is host to the Remick kimberlite dyke discovered by drilling in 2005, as well as three occurrences of diamond-bearing float discovered by the Company during previous exploration campaigns. The fall 2006 exploration program at Portage focused on eight priority areas identified as a result of new compilation work and utilised a combination of glacial sediment sampling for geochemistry and kimberlite indicator minerals (“KIM”), geological mapping and prospecting. Boulder prospecting conducted in the vicinity of the Remick dyke led to the discovery of a new kimberlite float dispersal train 250 m long by 50 m wide. A 54.15-kg sample of coarser kimberlite from the new float occurrence (U0341-110) was processed for microdiamonds by the Saskatchewan Research Council, yielding a total of 83 diamonds, i.e. six times more diamonds per kg than the original U0340 float discovered in 2004. The largest stone found weighs ________________________________________________________________ Majescor Resources 2006 Annual Report 11 0.079 mg (0.46 x 0.42 x 0.26 mm) and is described as an uncoloured, clear octahedron. Analysis of the final KIM results from the 415 glacial sediment samples collected at Portage led to the identification of 15 prospective diamond targets, at least 6 of which have a geochemical signature favourable to the presence of kimberlite. Majescor is considering various follow-up scenarios for 2007, among which a property-wide systematic geochemical sampling program to locate new kimberlitic signatures in the overburden; supplemental glacial sediment surveys for KIM in areas up-ice of the six KIM targets with favourable geochemical signatures; additional ground geophysical surveying at the head of selected float and KIM dispersal trains; and additional float prospecting On May 17 2007, Stornoway-SOQUEM released new preliminary bulk sampling diamond results diamond for the Renard kimberlite cluster, which included the highest diamond grades and largest stones ever recorded in Quebec, providing further indication that the Otish Mountains diamond district, comprising Majescor’s Portage property and the adjacent Foxtrot property, represents one of Canada’s most prospective regions for economic diamond deposits. MIRABELLI – Western James Bay territory, Quebec Diamonds, Gold and Base Metals - Option to acquire 49% of the diamond rights from De Beers. Target: kimberlite pipe or dyke-hosted diamond deposit. The Mirabelli property displays favourable mineral chemistry and it may represent an entirely new diamond district in Quebec. Exploration carried out in the fall of 2006 led to the identification and targeted glacial sediment sampling of a 191 km² priority area within the vast 3,246 km2 property. A follow-up high resolution airborne magnetomer survey over the priority area has identified a series of prospective targets for kimberlite which will be tested this summer. The Option Agreement with De Beers includes a separate provision for gold/base metals. In September 2006, Majescor signed an Option Agreement with De Beers to earn an interest in the Mirabelli property. The vast, 3,246-km² property is located in the western James Bay territory, about 80 km south of the village of Eastmain. Under the terms of the agreement, De Beers and Majescor will form a 51:49 Joint Venture upon Majescor spending $3.0 million on diamond exploration. At the onset Majescor will be the operator of the diamond project. Previous exploration by De Beers at Mirabelli included systematic surficial sediment sampling for KIMs, regional-scale and targeted airborne geophysical surveying, and drilling. A total of 867 out of the original 1,958 samples collected by De Beers tested positive for KIMs, including several counts of 20 or more. Probe-confirmed KIMs include G9 and G10 garnets with chemistries inside the diamond stability field, as well as ilmenites, spinels, chrome-diopsides and olivines. A 34,569 line-kilometre high resolution airborne geophysical survey flown on the property between 2004 and 2005 generated 143 anomalies prospective for kimberlite, 25 of which were tested by reverse circulation or core drilling. In October of 2006, Majescor completed a reassessment of the De Beers data from the Mirabelli property and identified a 191 km² area of interest within the massive 3,246 km² property. In November, the Company completed a targeted glacial sediment sampling program and Quaternary investigation in the priority area. A total of 251 glacial sediment samples were collected in the search for KIMs and kimberlite pebbles. In January 2007, Majescor commissioned a helicopter high-resolution magnetometer survey over the 191 km² area of interest. The airborne geophysical survey delineated a series of prospective magnetic targets for kimberlites, 19 of which were subsequently tested by ground geophysical surveying. In June, Majescor received the final ground geophysical data from Geosig Inc. of Québec-city. Final KIM data received from the laboratories of Overburden Drilling Management Ltd (“ODM”) of Ottawa in March will be used to categorize prospective ground geophysical targets for kimberlites, in preparation for follow-up ground testing during the summer of 2007, including a first round of core drilling. The agreement with De Beers for the Mirabelli property includes a separate provision to acquire gold ________________________________________________________________ 12 Majescor Resources 2006 Annual Report and base metal interests. Under the terms of the agreement, Majescor can earn an 80% interest in gold and base metals rights by spending $1.9 million in exploration by March 2009. At the onset, Majescor will be the operator of the gold and base metals project. In January 2007, Majescor received final particulate gold data from the processing by ODM of 2,031 heavy mineral concentrates derived from KIM surveys carried out by De Beers and by Majescor. This survey is one of the largest of its kind ever conducted in northern Quebec as it covers a total sampling area of nearly 15,000 km² centered on the Mirabelli property. Several gold anomalies were outlined in different parts of the Mirabelli property and elsewhere within the project area of interest. Majescor also received results from prospecting work for gold and base metals conducted on the property during the fall of 2006. Of interest, is an anomalous 1 km-long segment of greenstone terrain where a number of bedrock grab samples grading between 0.1 to 0.5 g/ton gold were recorded. Starting in 2007 Majescor launched a claim renewal and abandonment process on the Mirabelli property. By June the total surface area of the property had been reduced from 3,246 km² (6,093 CDC) to 702 km² (1,314 CDC). BANKS ISLAND Territories – Artic region, Northwest 50/50 Joint Venture with Diamonds North Resources (operator). Target: Ekati or Diavik-type kimberlitehosted diamond deposit. The Banks Island property covers 4,749 km². In 2004 and 2005, high-interest kimberlite indicator minerals were isolated in stream sediment samples collected from the headwaters of several drainages. Airborne geophysical surveying carried out over a priority area on the property in 2006 delineated 65 geophysical anomalies prospective for kimberlite, including one target estimated at 12 hectares in size. The Banks Island property may represent an entirely new diamond district in Northern Canada. De Beers is actively exploring several million acres in the region. Diamonds North Ltd (“Diamonds North”). As a result of regional reconnaissance, an initial 600,000-acre (2,428 km2) permit application was filed in 2003 and stream sediment sampling programs were conducted over four drainage basins in the project area in 2004 and 2005. Several samples yielded kimberlite indicator minerals, some of which exhibit primary textures indicating a proximal source. The presence of indicator minerals with delicate primary surface features, along with G10 and eclogitic garnets with diamond inclusion suggest the property may host an entirely new kimberlite district. The Banks Island property is located on the east coast of Banks Island, in the Northwest Territories. The property covers 4,749 km². In July 2006, Majescor and Diamonds North Resources completed an airborne geophysical survey totalling 4,700 line-km over a priority target area on the Banks Island property. The survey delineated 65 geophysical anomalies that may be caused by kimberlite intrusions located close to the surface. Seven of the anomalies are considered moderate to strong priority, including one target estimated at 12 hectares in size (300 x 400 m). The 12-hectare target is characterized by an obvious circular shape and a weak, well constrained magnetic signature. The 2007 exploration program at Banks Islands calls for ground mapping and prospecting of high priority geophysical targets. The partners are also considering flying a second airborne geophysical survey on the property to search for new prospective diamond targets. To date, only 10% of the property has been surveyed with airborne geophysics. The Banks Island diamond project was initiated in 2003 as a 50/50 joint venture between Majescor and ________________________________________________________________ Majescor Resources 2006 Annual Report 13 Baker Lake – Thelon Basin region, Nunavut Option to earn 50% interest from De Beers. Target: kimberlite pipe or dike-hosted diamond deposit. The Baker Lake property lies at the East margin of the Thelon basin, in the Kivalliq region of Nunavut.. The Baker Lake property may represent a new diamond district in Churchill geological province which is also host to Shear Minerals-Stornoway’s Churchill project kimberlite field, located 200 km to the East.. The property consists of 18 exploration permits in two contiguous blocks with a total surface area of 3,108 km². De Beers’ Baker Lake diamond property is located some 50 km west of the town of Baker Lake, in the Kivalliq region of Nunavut. Majescor has an option to acquire a 50% interest in the property by solely funded $1,240,000 in exploration by December 31st, 2008. The Baker Lake property has both diamond and uranium potential and the agreement with De Beers provides for a separate option for uranium. De Beers is the operator of the diamond project. The land package originally under option to Majescor in 2005 consisted of 51 mineral permits covering approximately 21,000 km². From this number, a majority of the permits have been allowed to lapse and a number have been set aside for uranium exploration. The Baker Lake diamond property currently consists of 18 exploration permits in two contiguous blocks with a total surface area of 3,108 km². The Baker Lake property lies at the East margin of the Thelon basin, in western Churchill geological province. Prior to 2006, De Beers had identified six target areas for follow-up on the basis of regional surficial sediment sampling, five of which were subsequently they investigated through more detailed sampling and airborne geophysics. The most promising of the five target areas, based on KIM results, was then surveyed using a fixed-wing airborne magnetometer system using 200 m spacing-lines. The geophysical survey outlined a number of new priority anomalies. The remaining diamond exploration targets identified by De Beers in 2004-2005 were flown in the fall of 2006 by Majescor, as part of a larger survey for both uranium and diamonds. The helicopter-borne magnetic/EM/radiometric survey totalling 6,032 line-km, 1,995 km of which were for diamond. Once again, a number of priority diamond targets were identified. The 2007 Baker Lake diamond exploration program calls for a regional airborne magnetometer survey to cover the remainder of the area of interest for diamonds, to be followed by high-resolution surveying of the highest priority anomalies identified through previous work on the property. Staking and test-drilling of the best targets is slated for the fall. BRAÚNA - Bahia state, Brazil TRES MARIAS – Minas Gerais state, Brazil Target: Kimberlite-hosted diamond deposit amenable to open-pit mining. In February 2007, Majescor sold its 40% interest in the Braúna property together with its 100% interest in the Tres Marias property to partner Vaaldiam for a cash payment of $2,250,000 and the issuance of Vaaldiam shares equivalent to $1,500,000. The total value of the transaction with Vaaldiam is $3,750,000. The Braúna project consists of three exploration concessions which encompass four diamondiferous kimberlite pipes or blows that are associated with a system of kimberlite dykes that has been traced over a distance of approximately 15 km. The Braúna kimberlites were originally discovered by De Beers Brazil Ltda. in the early 1990s during a large scale reconnaissance sampling program over a portion of the Sao Francisco Craton in Bahia State. Majescor purchased the property from De Beers in 2004. In August 2005, a Joint Venture was established with Vaaldiam Resources Ltd (“Vaaldiam”), whereby Vaaldiam acquired a 60% interest in the project in return for a cash payment and the issue of shares to Majescor. Starting in the fall of 2005, Majescor and Vaaldiam established a comprehensive exploration program on the Braúna property. The program, which comprised ________________________________________________________________ 14 Majescor Resources 2006 Annual Report ground geophysical surveying, geological mapping, surficial sampling and core drilling was designed to characterise the geometry and extensions of known kimberlite bodies at surface and at depth, and to search for new occurrences. By the summer of 2006, four new kimberlites had been found on the property and sufficient geological information had been gathered on known kimberlites and to support a decision to advance the project to a first phase of bulk sampling. Braúna thus became Majescor’s first diamond exploration project to reach the resource assessment phase. 3 pipe, equivalent to a diamond grade of 20.54 carats per 100 tonnes. Approximately 100 tonnes of saprolitic kimberlite was collected and processed from the two largest pipes, Braúna 3 and Braúna 7. The second set of partial results released by the Joint Venture in January 2007 listed 58 commercial-sized diamonds (total weight: 7.74 carats) recovered from 37.69 dry tonnes of kimberlite processed from the south lobe of the Braúna The Tres Marias project was acquired from De Beers Brazil in March 2006. The project consisted of 47 claims totalling 700 km² and covering higher priority KIMs and diamond targets, as well as an extensive data set covering an area of interest of 6,600 km². The Tres Marias project covers the lower reaches of the Abaeté River which has a long history of diamond production, On February 15, 2007, Majescor announced the sale to Vaaldiam of its 40% interest in the Braúna project, as well as its 100% interest in the Tres Marias property located in the State of Minas Gerais for a cash payment of $2,250,000 and the issuance of Vaaldiam shares equivalent to $1,500,000. The total estimated value of the transaction with Vaaldiam is $3,750,000. ________________________________________________________________ Majescor Resources 2006 Annual Report 15 as well as a reputation for producing large fancy stones. Madagascar Acquisition of four CREM properties In April 2007, Majescor renewed the 81 mining cells that form four mining properties acquired from Calibra Resources and Engineers Madagascar SARL (“CREM”) in 2006. Majescor also finalized the transfer of the latter to Daraina SARL, its Malagasy subsidiary.Daraina SARL now holds a 100% interest in the Besakoa (gold, silver, base metals); Daraina (gold, silver); Analalava (base metals); Ankaramy (gold, base metals); and Antsakabary (diamonds) properties. Gold and Base Metals BESAKOA – Tulear Province 100% owned. Target: Bisha-type, greenstone belthosted, volcanogenic massive sulphide (VMS) deposit. The property hosts the Besakoa VMS prospect, a historical copper-zinc-silver-gold showing in drill core, and the principal polymetallic occurrence in the country. In January 2007, Majescor completed its first core drilling program on the Besakoa prospect. Iron oxide and/or copper-zinc-bearing sulphides were observed in all eight drill holes drilled, with intersections grading of up to 21.5 m of 0.7% copper, 0.5 g/t gold, 1.1% zinc and 21.4 g/t silver. The Besakoa property and surrounding area contains a series of untested sulphide occurrences, and represent a potential new Neoproterozoic VMS district in Africa. The Besakoa property, located in Tulear province, southern Madagascar, is host to a historical copperzinc-silver-gold occurrence set in a volcanosedimentary unit. Drill core data from the 1950’s, obtained from the Bureau de Recherches Géologiques et Minières (“BRGM”) show the prospect consists of a polymetallic sulphide lens containing massive to semimassive chalcopyrite, pyrite, pyrrhotite, sphalerite, molybdenite and galena. Disseminated sulphides are encountered throughout the core outside of the main sulphide zone. The sulphide lens averages up to 10 m in thickness over a minimum 500 m strike length, and is open at depth. Only limited sections of core were tested for gold and silver, returning values of up to 65 g/t Ag and 2 g/t Au. The Besakoa region shows a prospective geological setting for volcanic massive sulphide (“VMS”) type mineralization and the main Besakoa polymetallic prospect is compositionally similar to the Bisha ore deposit in Eritrea, held by Nevsun Resources Ltd. Majescor completed its first core drilling program on the main Besakoa prospect in January 2007. The purpose of the drilling was to confirm and upgrade geological data derived from historical core drilling dating back to the 1950s. Eight holes were drilled and core was recovered to a maximum depth of 78 metres. Iron oxide and/or copper-zinc-bearing sulphides were observed in all eight drill holes drilled, with intersections grading of up to 21.5 m of 0.7% copper, 0.5 g/t gold, 1.1% zinc and 21.4 g/t silver. • • • • • • • • • • • Drillhole BSK-06-01: 15.3 m grading 0.6% Cu, 0.7 g/t Au, 0.2% Zn, and 11.5 g/t Ag; Drillhole BSK-06-02: 21.4 m grading 0.7% Cu, 0.3 g/t Au, 0.4% Zn, and 11.4 g/t Ag; Drillhole BSK-06-03: 21.5 m grading 0.7% Cu, 0.5 g/t Au, 1.1% Zn, and 21.4 g/t Ag; Including 0.7 m grading 8.1 % Cu, 1.1 g/t Au, 3.0% Zn, and 166 g/t Ag; And another 5.0 m interval grading 1.1 g/t Au and 7.0 g/t Ag; Drillhole BSK-06-04: 7.5 m grading 0.6% Cu, 0.7 g/t Au, 0.5% Zn, and 5.6 g/t Ag; Drillhole BSK-06-05: 12.5 m grading 0.6% Cu, 0.9 g/t Au, 1.6% Zn, and 32.2 g/t Ag; Including 2.8 m grading 1.3% Cu, 2.0 g/t Au, 0.7% Zn, and 86.4 g/t Ag; Drillhole BSK-06-06: 7.5 m grading 0.3% Cu, 0.5 g/t Au, 0.2% Zn, and 6.6 g/t Ag; Drillhole BSK-06-07: 7.8 m grading 0.5% Cu, 0.4 g/t Au, 0.7% Zn, and 11.5 g/t Ag; Drillhole BSK-06-08: 9.2 m grading 0.3% Cu, 0.2 g/t Au, 1.2% Zn, and 8.1 g/t Ag. ________________________________________________________________ 16 Majescor Resources 2006 Annual Report The Besakoa property contains a series of other untested sulphide occurrences. In addition to the sulphide showings, the Besakoa property also contains surficial copper and zinc geochemical anomalies with signatures similar to the main Besakoa prospect. These anomalies were delineated following a compilation of recent geochemistry data and historical core drilling data acquired by Majescor in late 2006. Majescor believes the Besakoa property and surrounding area represent a potential new Neoproterozoic VMS district in Africa. The 2007 exploration program for the Besakoa property calls for a deep-penetrating airborne geophysical survey in the search for new polymetallic targets; geological mapping; systematic sampling of surficial deposits and gossan zones; prospecting; and additional diamond drilling. DARAINA - Antsiranana province 100% owned. Target: Mesothermal/epithermal shear zone-hosted gold deposit in Proterozoic/Archean basement rocks. The property is located 30 km from the Andavakoera-Betsiaka gold district, the second gold producer of Madagascar. The Daraina property is located in Antsiranana province, northeastern Madagascar. The property is underlain principally by Neoproterozoic-aged metavolcanic rocks of the Bemarivo Series. The rocks are described as ranging in composition from basalt to rhyolite. The Daraina property area contains numerous copper anomalies, both in stream sediments and in bedrock, outlined during regional geochemical (Cu-Mo-Sn-W) surveying by the Service Géologique de Madagascar in the early 1970’s. The area was subject to a small gold rush episode in the early 1990’s, during which numerous alluvial gold occurrences were identified by local miners. Artisinal gold mining activity is ongoing on the property. gold and 21 g/t silver were obtained in surface grab samples. The property comprises 53 map-designated claims with a surface area of 331 km². ANALALAVA and ANKARAMY- Antsiranana province 100% owned. Target: Mesothermal/epithermal shear zone-hosted gold deposit; Sedex or layered intrusive type polymetallic deposit. The Analalava property is located in Antsiranana province, northeastern Madagascar. The property comprises of 6 map-designated claims with a surface area of 38 km². The property is host to a series of historical nickelcopper showings associated with a Cretaceous mafic intrusive body, the Analalava gabbrotroctolite massif. Copper mineralization is reported to occur along a 200 m to 400 m-wide and 3 km-long corridor within the Analalava massif. BHP-Billiton is currently exploring the Analalava area for Ni-Cu and Platinum group metals. Since 2004, BHP-Billiton has extended its land position in the area and completely surrounds the property. The Ankaramy property, also located in Antsiranana province, consists of 15 mapdesignated claims covering 94 km². The property, lies along the contact of the Precambrian basement with the overlying Paleozoic sedimentary cover and shows potential for epithermal gold and SEDEX-type Pb-Zn mineralization. Ankaramy is located 20 km northeast of the AndavokoeraBetsiaka gold district. In August 2006, Majescor announced the results of a reconnaissance surface sampling program conducted on the property. Anomalous grades reaching 81.7 g/t Diamonds ________________________________________________________________ Majescor Resources 2006 Annual Report 17 ANKARIMBELO – Fianarantsoa province 50-50 Joint Venture with Madagascar Mining and Development SARL (“MMD”). Target: Kimberlite-hosted diamond deposit amenable to open-pit mining. The property hosts the only two known kimberlite occurrences in the country, discovered by Majescor and MMD in 2005. Pan African Mining Corp. is actively exploring for diamonds on ground adjacent to Ankarimbelo. 100% owned. Target: Kimberlite-hosted diamond deposit amenable to open-pit mining. The property straddles the Betsimisaraka suture, a major Archaean/ Palaeoproterozoic structural zone which marks the closure of the Mozambique ocean. The property consists of 137 map-designated claims covering 856 km². The Ankarimbelo property is located in Fianarantsoa province of southeastern Madagascar. The property comprises 238 mapdesignated claims with a surface of 1,487 km². The Antsakabary property consists of 137 mapdesignated claims, covering 856 km² of Precambrian ground prospective for diamonds located in the Mahajanga Province of northern Madagascar. The property was staked by Majescor in February 2007. The property hosts the only two known kimberlite occurrences in the country, discovered by Majescor and MMD in 2005, subsequent to a targeted program of regional and follow-up stream sediment sampling for kimberlite indicator minerals. The Antsakabary property straddles the Betsimisaraka suture, a major Archaean/ Palaeoproterozoic structural zone which marks the closure of the Mozambique ocean as Gondwana formed. The suture zone has been interpreted to extend all the way north to India. In September 2006, the Joint Venture conducted a brief stream sediment sampling program on the Ankarimbelo property. A bulk sample was collected near the location where the Bureau de Recherches Géologiques et Minières de la France (“BRGM”) reported the discovery of a “diamond”type stone. A second sample totalling 4.6 m3 of stream sediments was collected 10 km upstream from the first sample, and was processed onsite using a small prospecting jig. The property’s diamond potential will be assessed in 2007 through systematic bulk sampling of stream sediments in search for diamonds and kimberlite indicator minerals. In April 2007, Pan African Mining Corp. of Vancouver announced the presence of a series of aeromagnetic targets with diamond potential on its permits located adjacent to the Ankarimbelo property. ANTSAKABARY – Mahajanga province ________________________________________________________________ 18 Majescor Resources 2006 Annual Report ________________________________________________________________ Majescor Resources 2006 Annual Report 19
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