Quotes @ notes
Read it and weep
$
Cost
$
Common Shares
Hilton Petroleum Ltd. 100,000 230,153 29,000 201,153 29,000
Boundary Creek Resources Ltd. 509,500 507,479 448,360 59,119 448,360
Trust Units
Pengrowth Energy units 25,000 488,500 375,000 113,500 375,000
Primewest Energy units 75,000 667,420 484,500 182,920 484,500
Enerplus Resource units 20,000 549,800 465,000 84,800 465,000
Arc Energy units 25,000 306,950 265,250 41,700 265,250
2,750,302 2,067,110 683,192 2,067,110
A director of the Company is also a director of Hilton Petroleum Ltd. and an officer of the Company is
a director of Boundary Creek Resources Ltd.
BC FORM 51-901F SCHEDULE B
PERUVIAN GOLD LIMITED
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
2. RELATED PARTY TRANSACTIONS
(a) During the nine months ended September 30, 2001, the Company paid $67,500 to a company owned
by the President of the Company for management services provided, $23,875 to a law firm in which
a director of the Company is a partner for general legal services provided and $19,530 to a
company owned by a director for administrative and accounting services provided.
(b) The Company has provided a US$2 million guarantee to a financial institution for obligations and
liabilities of A&E Capital Funding Inc. ("A & E"), the controlling shareholder of Bradstone Equity
Partners Inc., a significant minority shareholder of the Company. A&E has provided, as security
for the guarantee, certain marketable securities and an assignment of mortgage. A&E agreed to
pay a fee of US$10,000 per month for each month that the guarantee is outstanding. During the
nine months ended September 30, 2001, the Company recorded a fee of $91,062 (US$60,000)
which remained outstanding at September 30, 2001 and was included in amounts receivable and
prepaids. Only six months of fees have been accrued as negotiations are ongoing to amend the
terms of this arrangement.
3.(a) NO SECURITIES WERE ISSUED DURING THE NINE MONTHS ENDED SEPTEMBER 30,
2001
3.(b) OPTIONS GRANTED DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2001
Date
Granted
Number
of Shares
Type
of Option Name
Exercise
Price Expiry Date
Apr. 12/01 96,000 Director N. DeMare $0.45 Apr. 12/04
Apr. 12/01 200,000 Director D. Black $0.45 Apr. 12/04
Apr. 12/01 200,000 Director R. Atkinson $0.45 Apr. 12/04
Apr. 12/01 200,000 Director G. Ewart $0.45 Apr. 12/04
696,000
4.(a) AUTHORIZED AND ISSUED SHARE CAPITAL AS AT SEPTEMBER 30, 2001
Issued
Class Par Value
Authorized
Number Number Amount
Common WPV 100,000,000 16,747,466 $24,993,211
BC FORM 51-901F SCHEDULE B
PERUVIAN GOLD LIMITED
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
4.(b) OPTIONS AND WARRANTS OUTSTANDING AS AT SEPTEMBER 30, 2001
Security Number
Exercise
Price/Share Expiry Date
$
Options 15,000 0.70 Apr.14/02
Options 148,500 0.70 Jul.15/06
Options 42,000 0.70 Aug.15/04
Options 60,000 0.70 Mar.04/07
Options 225,000 0.70 Nov.07/01
Options 30,000 0.70 Mar.22/05
Options 696,000 0.45 Apr.12/04
Total Options 1,216,500
There were no warrants outstanding as at September 30, 2001.
4.(c) SHARES IN ESCROW OR SUBJECT TO POOLING AS AT SEPTEMBER 30, 2001
There were no shares subject to escrow restrictions.
5. LIST OF DIRECTORS AND OFFICERS AS AT SEPTEMBER 30, 2001
Directors:
Robert Atkinson
Nick DeMare
W. David Black
Gordon Ewart
Officers:
Robert Atkinson, President and CEO
Harvey Lim, Corporate Secretary
BC FORM 51-901F SCHEDULE C
PERUVIAN GOLD LIMITED
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
MANAGEMENT DISCUSSION & ANALYSIS
Operations
During the nine months ended September 30, 2001, the Company reported a net loss of $516,628 compared to a
net loss of $1,539,997 for the comparable period in 2000.
Expenses incurred during 2001 increased by $103,958, from $617,117 in 2000 to $721,075 in 2001. The increase
was primarily attributable to the $240,000 termination payment made by the Company in January 2001 to the
former President of the Company pursuant to his employment contract. In addition, during 2001, a severance
payment of $18,000 was paid to a former employee. Management of the Company is now provided primarily by
consultants. Mr. Robert Atkinson's services are provided through a management contract at $7,500 per month.
During 2001, the Company paid $67,500 for management services provided by Mr. Atkinson. No management
fees were charged by Mr. Atkinson in 2000. Audit, legal and professional fees also increased, from $42,411 in
2000 to $79,478 in 2001, primarily due to increased legal activities in the preparation of Company documents.
Office rent, utilities and miscellaneous expenses increased by $9,883 in 2001, from $55,632 in 2000 to $65,515 in
2001, reflecting additional costs incurred in relocating Company headquarters to smaller premises. These
increased costs were partially offset by reduced costs in other categories. General exploration expenses
decreased by $132,257 from $282,091 in 2000 to $149,834 in 2001, reflecting the Company's current decision to
restrict its expenditures on the Lara Prospect to funding maintenance and holding costs. In addition, investor
relations and travel costs decreased by $13,624 and $26,778, respectively, in 2001.
Interest and other income reported in 2001 increased $69,689, from $374,682 in 2000 to $444,371 in 2001. During
2001, the Company recorded $411,864 interest and dividend income, and $32,507 interest income and commitment
fees obtained from a bridge loan provided by the Company to Nikos Explorations Ltd. ("Nikos") in January 2001.
The bridge loan bears interest at bank prime plus 4% per annum. The Company also recorded $91,062 as a loan
guarantee for the provision of a guarantee for A & E Capital Funding, Inc. During the second quarter of 2001,
the Company realized a gain of $124,534 from the sale of income trusts which were purchased in the beginning
of 2001. During 2001, the Company recorded a provision of $683,192, reflecting a decrease in value of its
marketable securities.
During 2001, the Company reported unrealized foreign exchange gain of $227,672 compared to a gain of $203,875
in 2000. The Company holds a portion of its cash and short-term investments denominated in US currency.
During 2001, the Company did not conduct any exploration activities on its mineral properties. Expenditures
during this period were restricted to maintenance and holding costs. All costs during 2001 were charged to
operations. During 2000, the Company spent $684,570 in exploration of its mineral properties, primarily on the
Silvertip Project.
BC FORM 51-901F SCHEDULE C
PERUVIAN GOLD LIMITED
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
MANAGEMENT DISCUSSION & ANALYSIS (continued)
Liquidity and Capital Resources
The Company's total assets have decreased $523,520, from $10,979,379 at December 31, 2000 to $10,455,859
at September 30, 2001. The decline in assets was due to the loss recorded during the nine months ended
September 30, 2001. As at September 30, 2001, the Company had working capital of $9,352,185.
Amounts receivable and prepaids increased from $300,802 at December 31, 2000 to $324,581 at September 30,
2001. The increase is primarily due to the accrual of the financial guarantee fee from A & E of $91,062 and
interest income on the bridge loan of $25,507.
Accounts payable and accrued liabilities increased from $42,633 at December 31, 2000 to $35,741 at
September 30, 2001. No individual item comprising accounts payable and accruals increased substantially.
Management has continued to review its holdings of cash and cash-like instruments, with a view to generate a
higher yield. During the nine month period ended September 30, 2001, the Company provided a $350,000 bridge
loan to Nikos Exploration Ltd. ("Nikos"). The bridge loan bears interest at bank prime plus 4% per annum. The
Company also received a commitment fee of $7,000 for providing the bridge loan. Management of Nikos is
currently restructuring the company and the Company has agreed to the extension of the repayment of the bridge
loan and all accrued interest to January 2002. In addition, during 2001 the Company deployed approximately $3.7
million in the purchase of securities. Part of the portfolio was sold during the second quarter of 2001 for $1.4
million, resulting in a gain of $124,534. During the third quarter of 2001, there was a decrease in the value of the
portfolio. A $683,192 provision was made for the nine months ended September 30, 2001.
The Company and A & E have commenced negotiations to restructure the financial guarantee on certain liabilities
of A & E with the objective of utilizing our cash and cash-like instruments to generate a higher return for the
Company. If an agreement is concluded the Company will invest approximately US$2.4 million to acquire a share
of the cash flow in a U.S. real estate project in which A & E has an interest. The Company would also arrange
for the terminations of the financial guarantee and fees charged to A & E, effective as of July 1, 2001.
Completion of the transaction would be subject to final negotiation of the terms, satisfaction of all conditions
precedent established by the Company, and receipt of all necessary approvals. As at November 20, 2001,
negotiations are ongoing.
Investor Relations Activities
The Company did not engage any investor relations firms during the nine months ended September 30, 2001.
Activities during the period consisted of investor mailings and shareholders communications conducted by
Company personnel.
Now do you understand what this is all about and has been since day one ?
And from the BEP.A site Their last announcement addresses " A decline in value of certain holdings, loans and investments."
regards
BAM