Bontan Corporation Inc.
Consolidated Financial Statements
For the Nine Months Ended December 31, 2005 and 2004
(Canadian Dollars)
(UNAUDITED – see Notice to Reader dated January 30, 2006)
NOTICE TO READER OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements for Bontan Corporation Inc. for the nine months ended December 31, 2005 have been prepared by management in accordance with Canadian generally accepted accounting principles, consistently applied. These consolidated financial statements have not been reviewed by the auditors of the Company.
These financial statements are presented on the accrual basis of accounting. Accordingly, a precise determination of many assets and liabilities is dependent upon future events. Therefore, estimates and approximations have been made using careful judgement. Recognizing that the management is responsible for both the integrity and objectivity of the financial statements, management is satisfied that these financial statements have been fairly presented.
Canadian generally accepted accounting principles vary in certain significant respects from accounting principles generally accepted in the United States. Application of accounting principles generally accepted in the United States would have affected results of operations for the nine months ended December 31, 2005 and the shareholders’ equity as at that date to the extent summarised in Note 13 to the consolidated financial statements.
January 30, 2006
Bontan Corporation Inc.
Consolidated Balance Sheets
(Canadian Dollars)
(Unaudited – see Notice to Reader dated January 30, 2006)
Note | December 31, 2005 (Unaudited) | March 31, 2005 (Audited) | |
Assets | |||
Current | |||
Cash | $ 1,382,752 | $ 860,330 | |
Short-Term Investments | 3 | 1,320,507 | 76,387 |
Interest in Oil Properties | 5(i) | - | 2,161,986 |
Deferred Stock-Based Compensation | 4 | 93,561 | 1,732,929 |
Pre-paid and Other Receivables | 5(i) | 473,158 | 26,958 |
3,269,978 | 4,858,590 | ||
Interest in Gas Properties | 5(ii) | - | 216,568 |
Liabilities | |||
Current | |||
Accounts Payable and Accrued Liabilities | $ 91,386 | $ 109,710 | |
Advances from Shareholders, Non-Interest Bearing | 16,677 | 14,611 | |
108,063 | 124,321 | ||
Shareholders’ Equity | |||
Capital Stock | 6 | 31,221,998 | 28,280,890 |
Contributed Surplus | 3,758,800 | 3,795,078 | |
Deficit | (31,818,883) | (27,125,131) | |
3,161,915 | 4,950,837 | ||
$ 3,269,978 | $ 5,075,158 |
Approved by the Board ”Kam Shah” Director ”Dean Bradley” Director
(signed) (signed)
The accompanying notes are an integral part of these financial statements
Bontan Corporation Inc.
Consolidated Statements of Operations
(Canadian Dollars)
(Unaudited –see Notice to Reader dated January 30, 2006)
Note | Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | |
December 31, 2005 | December 30, 2004 | ||||
Income | |||||
Gain on Sale of Interest in Oil Property | 5i | (371,068) | 1,538,937 | 159,311 | 159,311 |
Realized Gain on Short Term Investments | 179,495 | 183,432 | |||
Interest | 17,692 | 20,176 | 265 | 265 | |
(173,881) | 1,742,545 | 159,576 | 159,576 | ||
Expenses | |||||
Interest in Gas Property Written Off | 5 | (384,748) | 3,878,507 | - | - |
Stock Based Compensation | 4 | 211,198 | 1,851,710 | 192,391 | 380,756 |
Translation Exchange Loss | 12,610 | 219,518 | (8,008) | 7,473 | |
Travel, Promotion, and Consulting | 88,696 | 254,786 | 10,033 | 243,098 | |
Shareholders Information | 35,426 | 141,965 | 43,290 | 132,317 | |
Professional Fees | 4,438 | 40,157 | 27,668 | 75,717 | |
Communication | 3,429 | 16,592 | 3,828 | 12,332 | |
Office and General | 7,312 | 19,073 | 2,045 | 5,203 | |
Transfer Agents’ Fees | 1,036 | 6,441 | 2,465 | 6,491 | |
Rent | 1,436 | 4,326 | 1,337 | (29,715) | |
Bank Charges and Interest | 335 | 3,222 | 1,823 | 2,933 | |
(18,832) | 6,436,297 | 276,872 | 836,605 | ||
Loss from Continuing Operations | (155,049) | (4,693,752) | (117,296) | (677,029) | |
Discontinued Operations | |||||
Loss from Operations of Discontinued Business | - | - | (85,352) | (182,039) | |
Net Loss | (155,049) | (4,693,752) | (202,648) | (859,068) | |
Basic and Diluted Loss Per Share Information | |||||
Loss from Continuing Operations | (0.01) | (0.32) | (0.01) | (0.06) | |
Loss from Discontinued Operations | - | - | (0.01) | (0.02) | |
Net Loss Per Share | 7 | (0.01) | $ (0.32) | $ (0.02) | $ (0.08) |
The accompanying notes are an integral part of these financial statements
Bontan Corporation Inc.
Consolidated Statements of Cash Flows
(Canadian Dollars)
(Unaudited –see Notice to Reader dated January 30, 2006)
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | |
December 31, 2005 | December 31, 2004 | |||
Cash Flows From Operating Activities | ||||
Net Profit (Loss) for Period | (155,049) | $(4,693,752) | $(202,648) | $(859,068) |
Less: Loss from Discontinued Operations | - | - | 85,352 | 182,039 |
Net Profit (Loss) from Continuing Operations | (155,049) | (4,693,752) | (117,296) | (677,029) |
Items Not Affecting Cash | ||||
Interest in Gas Property Written Off | (384,748) | 3,878,507 | - | - |
Unrealized Loss on Investments | - | - | - | |
Gain on Sale of Interest in Oil Properties | 371,068 | (1,538,937) | - | - |
Promotion Costs Settled by Issuance of Shares | 12,542 | 12,542 | ||
Fees Settled with Common Shares | 151,945 | 1,851,710 | 192,391 | 380,756 |
Net Loss from Discontinued Operations | - | - | (85,352) | (182,039) |
Cash Effect of Changes in: | ||||
Pre-Paid and Other Receivable | (333,254) | (446,200) | 20,849 | 12,401 |
Accounts Payable and Accrued Liabilities | 58,107 | (18,324) | (87,858) | (213,636) |
Investing Activities | (279,389) | (954,454) | (77,266) | (679,547) |
Advances | - | - | - | 2,530,353 |
Short-Term Investments | (626,256) | (1,244,120) | 129,365 | (227,596) |
Disposal of (Investment in) Interest in Oil Properties Net of Direct Costs | 8,113 | 4,065,438 | - | - |
Interest in Gas Properties | 384,748 | (3,661,939) | (204,600) | (2,366,586) |
Mineral Properties | - | - | (53,157) | - |
(233,395) | (840,621) | (22,078) | (63,829) | |
Financing Activities | ||||
Net Advances from Shareholders | - | 2,066 | (179) | (444,114) |
Common Shares Issued | 211,464 | 2,315,431 | 379,312 | 993,753 |
211,464 | 2,317,497 | 379,133 | 549,639 | |
Increase (Decrease) in Cash During Period | (301,320) | 522,422 | 279,789 | (193,737) |
Cash at Beginning of Period | 1,684,072 | 860,330 | 27,015 | 500,541 |
Cash at End of Period | $ 1,382,752 | $ 1,382,752 | $ 306,804 | $ 306,804 |
The accompanying notes are an integral part of these financial statements
Bontan Corporation Inc.
Consolidated Statement of Shareholders’ Equity
(Canadian Dollars)
(Unaudited –see Notice to Reader dated January 30, 2006)
Number of Shares | Share Capital | Contributed Surplus | Accumulated Deficit | Shareholders’ Equity (Deficit) | |
Balance March 31, 2004 | 9,599,453 | 24,287,903 | - | (22,068,555) | 2,219,348 |
Issued Under Private Placement | 1,343,124 | 649,679 | - | - | 649,679 |
Finder’s Fee Paid on Private Placement | - | (35,237) | - | - | (35,237) |
Options Granted Under 1999 & 2001 Stock Option Plans | - | - | 5,265,240 | - | 5,265,240 |
1999 Stock Options Exercised | 1,100,000 | 624,773 | - | - | 624,773 |
Value Transferred from Contributed Surplus to the Extent Exercised | - | 1,470,162 | (1,470,162) | - | - |
Issued Under 2001 Consultant Stock Compensation Plan | 174,524 | 119,695 | - | - | 119,695 |
Issued Under 2003 Consultant Stock Compensation Plan | 754,619 | 1,693,915 | - | - | 1,693,915 |
Net Loss | - | - | - | (5,056,576) | (5,056,576) |
Balance March 31, 2005 | 12,971,720 | $28,280,890 | $3,795,078 | $(27,125,131) | $4,950,837 |
Issued Under Warrants Exercised | 2,162,452 | 2,256,738 | 2,256,738 | ||
Finder’s Fee Paid on Warrants Exercised | (225,674) | (225,674) | |||
Issued Under 2003 Consultant Stock Compensation Plan | 123,713 | 212,342 | 213,342 | ||
1999 Stock Options Exercised | 100,000 | 41,587 | 41,587 | ||
2003 Stock Options Exercised | 400,000 | 242,780 | 242,780 | ||
Valuation of Options Granted | 345,030 | 345,030 | |||
Value Transferred from Contributed Surplus to the Extent Options Exercised | 381,308 | (381,308) | - | ||
Restricted Shares Issued in Settlement of Fees | 23,500 | 32,027 | 32,027 | ||
Net Loss | (4,693,752) | (4,693,752) | |||
Balance December 31, 2005 | 15,781,385 | $31,221,998 | $3,758,800 | $(31,818,883) | $3,161,915 |
The accompanying notes are an integral part of these financial statements
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31, 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
1. NATURE OF OPERATIONS
Bontan Corporation Inc. (“the Company”) is a diversified natural resource company that operates and invests in major exploration and exploitation projects in countries around the globe through its subsidiaries by acquiring joint venture, indirect participation interest and working interest in those projects.
2. ACCOUNTING PRINCIPLES AND USE OF ESTIMATES
These unaudited interim financial statements have been prepared on the same basis as the audited financial statements of the Company for the year ended March 31, 2005 and include all adjustments necessary for the fair statement of results of the interim periods.
These interim consolidated financial statements should be read in conjunction with the annual audited financial statements for the year ended March 31, 2005, and the summary of significant accounting policies included therein.
3. SHORT TERM INVESTMENTS
Short-term investments comprise marketable securities. The quoted market value of the securities on hand as at December 31, 2005 was $1,787,222.
Included in the short term investments are 200,000 shares of a Canadian public corporation subscribed under a private placement at a cost of $200,000 (market value at December 31, 2005: $394,000). These shares can not be traded until April 15, 2006 according to the restrictive conditions of the private placement.
4. DEFERRED STOCK BASED COMPENSATION
Deferred stock based compensation relates to the fair value of shares and options issued under the Company’s Plans to consultants for services that will be performed during the period subsequent to the balance sheet date. Changes during the three months ended and nine months ended December 31, 2005 were, respectively, as follows:
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31, 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
4.
DEFERRED STOCK BASED COMPENSATION – continued…
Three months ended December 31, 2005
Balance at October 1, 2005 | Deferred during the quarter | Expensed during the quarter | Balance at December 31, 2005 | Balance at March 31, 2005 | |
Options | $7,154 | $- | $(7,154) | $- | $1,145,152 |
Stocks | 289,864 | 7,741 | (204,044) | 93,561 | 587,777 |
$297,018 | $7,741 | $(211,198) | $93,561 | $1,732,929 | |
Nine months ended December 31, 2005 | |||||
Balance at April 1, 2005 | Deferred during the period | Expensed during the period | Balance at December 31, 2005 | ||
Options | $1,145,152 | $- | $(1,145,152) | $- | |
Stocks | 587,777 | 212,342 | (706,558) | 93,561 | |
$1,732,929 | $212,342 | $(1,851,710) | $93,561 | ||
5.
OIL AND GAS PROPERTIES INTERESTS
Balance at April 30, 2005 | Exploration costs | Carrying value of disposal | Write-down | Transferred to receivable | Balance at December 31, 2005 | |
Interest in oil properties (i) | $2,161,986 | $- | $(2,161,986) | $- | $- | |
Interest in gas properties (ii) | 216,568 | 4,016,059 | - | (3,878,507) | (354,120) | $- |
$2,378,554 | $4,016,059 | $(2,161,986) | $(3,878,507) | $(354,120) | $- |
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31, 2005 and 2004
(Unaudited – see Notice to Reader dated January 30, 2006)
5. OIL AND GAS PROPERTIES INTERESTS – continued…
i. Interest in oil properties:
On July 5, 2005, the Company sold its 0.75% Indirect Participation Interest in an oil exploration project in Papua New Guinea (IPI Interest) for a sum of US$3.2 million to an independent institutional investor under an IPI purchase agreement dated July 5, 2005. The Company received the funds on July 7, 2005. Under the agreement, the Company will no longer be responsible for any future cash calls and other obligations of the Project.
In this connection, the Company paid cash fee of US$32,000 plus 16,000 restricted common shares of the Company valued at US$16,000 to an independent US brokerage firm, which introduced the buyer.
In addition, the Company also granted options to acquire 1.1 million common shares to Mr. Terence Robinson exercisable at US$0.50 per option, for successfully bringing in and negotiating the deal. As at December 31, 2005, the value of the option granted of $354,030 based on Black-Scholes option price model was charged against the proceeds of the sale of IPI interest.
The computation of capital gain arising from this transaction is as follows:
US$ | CDN$ | |
Carrying value of the IPI interest | 1,589,943 | 2,161,986 |
Sale proceeds | 3,200,000 | 4,104,036 |
Less: fee paid to Brokerage firm in cash | (32,000) | (38,598) |
Restricted common shares issued to the brokerage firm | (16,000) | (19,485) |
Valuation of options granted to Mr. Robinson | (297,440) | (345,030) |
Net proceeds on sale | 2,854,560 | 3,700,923 |
Capital gain on sale | 1,264,617 | 1,538,937 |
ii. Interest in gas properties
On October 15, 2004, the Company entered into an exploration agreement with a private investors group in the United States under which it acquired 49% gross working interest in a gas exploration project in the State of Louisiana, USA (the project).
By September 20, 2005, the Company paid approximately US$3.5 million towards seismic survey, land leases and exploration costs of the first exploration test well under the project.
The drilling began on August 21, 2005 and the targeted depth of 15,378’ was reached on October 19, 2005.
On October 21, 2005, the Company was informed by the project operators that based on electric log analysis and wireline formation tests results, the well could not be completed as a well capable of commercial production and therefore the well should be plugged and abandoned and all leases be allowed to expire.
Consequently, the management decided to write off the carrying value of the interest in the gas project minus the net amount representing excess payments for which a refund was received subsequent to the period end.
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31, 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
6.
CAPITAL STOCK
(a) Authorized
Unlimited number of common shares
(b) Issued
31-Dec-05 | March 31, 2005 | |||||
Common | Common | |||||
Shares | Amount | Shares | Amount | |||
Beginning of year | 12,971,720 | $28,280,890 | 9,599,453 | $24,287,903 | $50,852,063 | |
Issued under a private placement | - | - | 1,343,124 | 649,679 | ||
Expenses relating to private placement | - | (35,237) | ||||
Issued in settlement of fees | (2) | 23,500 | 32,027 | |||
Issued under 2001 Consultant Stock Compensation Plan | - | - | 174,524 | 119,695 | ||
Issued under 2003 Consultant Stock Compensation Plan | 123,713 | 212,342 | 754,619 | 1,163,915 | ||
Options excercised | 500,000 | 665,675 | 1,100,000 | 2,094,935 | ||
Issued under warrants exercised | (1) | 2,162,452 | 2,256,738 | - | - | |
Expenses relating to warrants exercised | (1) | (225,674) | - | - | ||
15,781,385 | $31,221,998 | 12,971,720 | $28,280,890 | |||
.
(1) On May 26, 2004, the Company closed a private placement agreement with certain accredited investors for 8,879,571 Units at US$0.35 per Unit. Each Unit included one common share and one common share purchase warrant. Each warrant entitled its holder to acquire one common share of the company at a price of US$1.00 within twenty-four months of the date of issuance of the Unit.
On May 25, 2005, the Company’s registration statement in Form F-3 under the Securities Act of 1933 became effective. The registration statement covered 3,654,699 restricted shares and 5,841,726 common shares issuable upon exercise of outstanding warrants, which were issued under the private placement. The registration enables the warrant holders to have the restrictive legends removed from the shares issuable upon exercise of their warrants.
At the time of the registration of the shares issuable upon exercise of warrants, as explained above, the Company made to its warrant holders an offer to reduce warrant exercise price to US$0.60 from US$1 for a limited period of four days. Five warrant holders took advantage of the offer and exercised 739,524 warrants for a total sum of US$ 443,714. The balance of the warrants was exercised at the original exercise price of US$1 per warrant.
Expenses relating to the warrants represented finder’s fee of 10% of the warrants exercised.
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31, 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
6.
CAPITAL STOCK – (b) Issued – continued…
(2) Shares issued in settlement of fees comprised the following:
i.
16,000 Common shares issued to a brokerage firm for introducing the buyer for the IPI interest in oil property (refer note 5(i)). The shares were valued CDN$19,485, which represented the market price on the date of issue of the shares.
ii.
7,500 Common shares issued to an independent research firm as part of their fee for compiling a research report on the Company. The shares were valued CDN$19,485, which represented the market price on the date of issue of the shares. The shares were valued CDN$12,542, which represented the market price on the date of issue of the shares.
All the above shares are restricted as to their transferability and saleability.
7.
STOCK PLANS
(a) On December 5, 2005, the Company registered the following three Plans with Securities and Exchange Commission of the United States of America:
i.
The Robinson Option Plan
-
under the Plan, the Company registered an option in favour of Mr. Terence Robinson to acquire up to 1.1 million common shares of the Company at an exercise price of US$0.50 per option share for services rendered in connection with the sale of the Company’s indirect participation interest in the Papua New Guinea oil exploration project. (Note 5.i). The option is valid for five years to December 5, 2010.
ii.
2005 Stock Option Plan
-
the Company registered 1 million stock options under this Plan exercisable to acquire equal number of common shares at an exercise price and within the time period to be decided at the discretion of the board of directors of the Company at the time of grant.
iii.
2005 Consultant Stock Compensation Plan
-
the Company registered 1 million common shares under this Plan to be offered to consultants, directors and employees in lieu of fees for services rendered or to be rendered.
As at December 31, 2005 no options were granted under 2005 Stock Option Plan and no shares were granted under 2005 Consultant Stock Compensation Plan.
(b)
The fair value of the option granted to Mr. Terence Robinson under the Robinson option Plan has been estimated at the date of grant in the amount of $345,030 using a Black-Scholes option price model with the following weighted average assumptions:
Risk free interest rate
3.71%
Expected dividends
nil
Expected volatility
170
Expected life
5 years
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31, 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
7.
STOCK PLANS - (b) – continued…
Option price models require input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the models do not necessarily provide a reliable measure of the fair value of the Company’s stock options.
The amount of $345,030 has been recorded in the consolidated statement of operations as a reduction from gain on sale of interest in oil property with corresponding amount included in contributed surplus in the shareholders equity on the consolidated balance sheet.
8.
LOSS PER SHARE
Loss per share is calculated on the weighted average number of common shares outstanding during the period, which were 15,781,385 shares for the three months ended December 31, 2005 and 14,622,240 for the nine months ended on the same date. (March 31, 2005 – 11,700,303).
The Company had approximately 2.4 million warrants and 4.9 million options, which were not exercised as at December 31, 2005. Inclusion of these warrants and options in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. Consequently, there is no difference between loss per share and diluted loss per share.
9.
COMMITMENTS AND CONTINGENT LIABILITIES
(a) The Company entered into media relations and investor relations contracts with Current Capital Corp., a shareholder corporation, effective July 1, 2004 initially for a period of one year and renewed automatically unless cancelled in writing by a 30-day notice for a total monthly fee of US$10,000.
(b) The Company entered into a new consulting contract with Mr. Kam Shah, the Chief Executive Officer and Chief Financial Officer on April 1, 2005 for a five-year term up to March 31, 2010. The contract provides for payment of the fee, which covered the period from November 2004 to December 31, 2005 by allotment of 450,000 options at prices varying from US$.35 and US$.75 plus reimbursement of expenses. The fee for the remaining period in the fiscal 2006 and subsequent years will be decided at the board meeting after the end of the third quarter of the fiscal 2006. Further, the contract provides for a lump sum compensation of US$250,000 for early termination of the contract without cause. The contract also provides for entitlement to stock compensation and stock options under appropriate plans as may be decided by the board of directors from time to time.
(c) The Company entered into a consulting contract with Mr. Terence Robinson, the Chief Executive Officer on April 1, 2003 for a six-year term up to March 31, 2009. The contract provides for a monthly fee of $10,000 inclusive of taxes plus reimbursement of expenses and a lump sum compensation of $250,000 for early termination of the contract without cause. Mr. Robinson resigned as chief executive officer effective May 17, 2004, but continued as consultant under the same terms and conditions.
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
9.
COMMITMENTS AND CONTINGENT LIABILITIES – continued…
(d) On August 1, 2005, The Company entered into a consulting contract with Mr. Jeffrey Robinson, brother of Mr. Terence Robinson, the former chief executive officer and currently a consultant with the Company. The contract is for one year expiring on July 30, 2006 and is for a sum of $ 86,400 payable in 120,000 common shares under the 2003 Consultants Compensation Plan. 10,000 shares were issued on the date of signing and the balance to be issued at the rate of 2,500 per week. Under the contract, Mr. Robinson will provide public relation services and is responsible for the web site contents and data base maintenance. The Contract is not subject to automatic renewal.
(e) On August 15, 2005, the company renewed consulting contract with Mr. John Robinson, brother of Mr. Terence Robinson, the former chief executive officer and currently a consultant with the Company and sole owner and president of Current Capital Corp., a firm with which the Company has media relation contract. (see 8.a). The contract was retroactive to July 1, 2005 for one year term, not subject to automatic renewal. The consulting fee was agreed to be 120,000 common shares under 2003 Consultants Compensation Plan. 107,048 shares were issued on the renewal date and balance to be issued upon registration of a new Compensation Plan. Mr. Robinson will provide services that include monitoring the oil and gas projects that the Company may participate from time to time.
10.
RELATED PARTY TRANSACTIONS
Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount. Related party transactions for the nine months ended December 31, 2005 and balances as of that date have been listed below with comparatives for the same period in the previous fiscal year in brackets, unless they have been disclosed elsewhere in the financial statements.
(i) Included in shareholders information expense is $108,991 (2004 – $122,526) to Current Capital Corp, (CCC) for media relations services. CCC is a shareholder corporation and a director of the Company provides accounting services as a consultant.
(ii) CCC charged approximately $26,394 for rent, telephone, consultants’ fees and other office expenses (2004: $47,107).
(iii) Finders fee of $225,674 (2004: $nil) was paid to CCC in connection with the warrants exercised. The fee is payable at the rate of 10% of the proceeds from the exercise of such warrants.
(iv) Included in professional and consulting fees are fees of $3,016 (2004: $42,000) paid to directors of the Company and $nil (2004: $84,112) paid to a former director for consulting services.
(v) Options granted to CEO - $nil ( 2004: 450,000 options at option prices ranging from US$0.35 to US$0.75 per option share). Options and shares granted to a former director for consulting services – nil (2004: 2,,090,000 options at option price of US$0.50 and 290,500 common shares)
(vii) Business expenses of $13,382 (2004 - $11,462) were reimbursed to directors of the corporation and $123,306 (2004: $63,955) to a former director who provides consulting services to the Company.
(viii) Consulting fees include amounts to Snapper Inc., a shareholder corporation of $nil (2004 - $13,036).
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
10.
RELATED PARTY TRANSACTIONS – continued…
(viiii) Payable and accrual includes $7,536 (2004: $47,540) due to CCC, $251 (2004: $7,010) due to a director and $41,291 (2004: $ 54,597) due to a former director.
(x) Prepaid and other receivable includes an advance of $25,000 to CEO granted on December 6, 2005. The advance is repayable within six months and carry interest at 5.5% per annum.
11.
SEGMENTED INFORMATION
As at December 31, 2005, the Company had only one major business segment-
Energy sector: This segment includes the Company’s acquisition of interests in joint ventures and projects relating to exploration and commercial drilling of oil and gas and related products.
The accounting policies of the segments are same as those described in Note 2 of the audited consolidated financial statements for the year ended March 31, 2005.
Geographic Information
The Company operates from one location in Canada. Its assets are located as follows:
September30, 2005 | March 31, 2005 | |
Canada | $2,883,547 | $2,696,604 |
Papua New Guinea | - | 2,161,986 |
USA | 386,431 | 216,568 |
$3,269,978 | $5,075,158 |
12.
FINANCIAL INSTRUMENTS
The fair value for all financial assets and liabilities are considered to approximate their carrying values due to their short-term nature.
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31, 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
13.
DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
These financial statements have been prepared in accordance with generally accepted accounting principles in Canada ("Canadian GAAP"). Material variations in the accounting principles, practices and methods used in preparing these consolidated financial statements from principles, practices and methods used in the United States ("US GAAP") and in SEC Regulation S-X are described and quantified below.
December 31, 2005 | March 31, 2005 | |||||
Balance under Canadian GAAP | Adjustment | Balance under US GAAP | Balance under Canadian GAAP | Adjustment | Balance under US GAAP | |
Balance Sheets | ||||||
Current assets | $3,269,978 | 466,715 | $3,736,693 | $4,858,590 | $4,858,590 | |
Long term assets | - | - | - | 216,568 | (216,568) | - |
Total assets | $3,269,978 | $466,715 | $3,736,693 | $5,075,158 | $(216,568) | $4,858,590 |
Current Liabilities | 108,063 | 108,063 | 124,321 | 124,321 | ||
Capital stock | 31,221,998 | 31,221,998 | 28,280,890 | 28,280,890 | ||
Contributed surplus | 3,758,800 | 3,758,800 | 3,795,078 | 3,795,078 | ||
Deficit | (31,818,883) | 466,715 | (31,352,168) | (27,125,131) | (216,568) | (27,341,699) |
Liabilities and shareholders' equity | $3,269,978 | $466,715 | $3,736,693 | $5,075,158 | $(216,568) | $4,858,590 |
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
13.
DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES – continued…
The impact of significant US GAAP variations on the Consolidated Statement of Operations are as follows:
Nine months ended December 31 | 2005 | 2004 |
Net Loss for year, Canadian GAAP | (4,693,752) | (859,068) |
Exploration interest expensed | (2,366,586) | |
Reclassification of exchange loss(gain) on period end translation of foreign currency items and balances | 219,518 | 7,473 |
Loss for year US GAAP | (4,474,234) | (3,218,181) |
Reclassification of exchange gain(loss) on period end translation of foreign currency items and balances | (219,518) | (7,473) |
Unrealised gain on "available for sale" equity securities | 466,715 | 218,001 |
Comprehensive loss for year, US GAAP | (4,227,037) | (3,007,653) |
Basic and diluted loss per share, US GAAP (note 8) | (0.29) | (0.27) |
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31, 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
13.
DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES – continued…
The impact of the above differences between Canadian GAAP and US GAAP on the consolidated statements of cash flows would be as follows:
Nine months ended December 31 | 2005 | 2004 |
Cashflows used in continuing operating activities, Canadian GAAP | (954,454) | (497,508) |
Adjustment to oil & gas properties interests | - | (2,366,586) |
Cashflows used in continuing operating activities, US GAAP | (954,454) | (2,864,094) |
Cashflows used in discontinued operating activities, Canadian & US GAAP | - | (182,039) |
Cashflows used in operating activities, US GAAP | (954,454) | (3,046,133) |
Cashflows used in investing activities, Canadian GAAP | (840,621) | (63,829) |
Adjustment to oil & gas properties interests | - | 2,366,586 |
Cashflow provided by (used) in investing activities | (840,621) | 2,302,757 |
Cashflow provided by financing activities, Canadian and US GAAP | 2,317,497 | 549,639 |
Decrease in cash during period, Canadian and US GAAP | 522,422 | (193,737) |
Cash at beginning of period | 860,330 | 500,541 |
Cash at end of period | 1,382,752 | 306,804 |
(d)
Short - term marketable securities
In accordance with Canadian GAAP, short-term marketable securities are carried at the lower of aggregate cost and current market values, with unrealized losses being included in the determination of net income (loss) for the year. Statement of Financial Accounting Standard (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, requires that equity securities that have readily determinable fair values be classified as either available-for-sale or trading securities, and that they be reported at fair market values. For available-for-sale securities, unrealized gains or losses are to be reported as other comprehensive income, a separate component of shareholders’ equity, until realized.
The Company invests its surplus cash in marketable securities intended for resale within a year. These have been classified as “available for sale”. Accordingly, unrealized gains on securities on hand at December 31, 2005 and 2004 respectively have been included in the computation of comprehensive income under the US GAAP.
Bontan Corporation Inc.
Notes to Consolidated Financial Statements
(Canadian Dollars)
December 31, 2005 and 2004
(Unaudited –see Notice to Reader dated January 30, 2006)
13.
DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES – continued…
New accounting pronouncements
The following accounting development in The US standards is in addition to those detailed in the audited consolidated financial statements for the year ended March 31, 2005 that would affect the results of operations or financial position of the Company:
Impairment of certain investments (FSP FAS 115-1 and FAS 124-1)
Further to the issuance of FSP EITF 03-1-1 on September 30, 2004, to defer indefinitely the effective date for recognition and impairment guidance under EITF 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, on November 3, 2005, which officially nullifies EITF 03-1’s guidance on determining whether an impairment is other-than-temporary, and effectively retains the previous guidance in this area. The FSP generally encompasses EITF 03-1’s guidance for determining when an investment is impaired, how to measure the impairment loss, and what disclosures should be made regarding impaired securities. This FSP is effective for the Company’s financial statements on April 1, 2006, and a preliminary assessment to date does not indicate that it will have significant impact on the Company’s Consolidated Financial Statements.
14.
USE OF ESTIMATES
The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
15.
SIGNIFICANT POST BALANCE SHEET EVENT
The following is a summary of key corporate changes and other significant events that occurred subsequent to December 31, 2005:
On January 18, 2006, the board-approved allotment of 1 million common shares under 2005 Consultant stock Compensation Plan to six consultants. The common shares were valued at US$0.25 each based on the market value on the date of allotment. 288,000 common shares were allotted to Mr. Kam Shah as his fee as CEO and CFO of the Company for 2006 calendar year. 480,000 common shares were issued to Mr. Terence Robinson as his consulting fee for 2006. Two independent directors were allotted 40,000 shares in total for their services as members of audit committee.
BONTAN CORPORATION INC.
NINE MONTHS ENDED DECEMBER 31, 2005
MANAGEMENT’S DISCUSSION AND ANALYSIS
Prepared as at January 30, 2006
Index
Overview | 3 |
Summary of Results | 3 |
Number of Common Shares | 4 |
Business Environment | 4 |
Risk Factors | 4 |
Forward Looking Statements | 5 |
Business Plan | 5 |
Results of Operations | 6 |
Liquidity and Capital Resources | 11 |
Working Capital | 11 |
Operating Cash Flow | 11 |
Key Financing Activities | 12 |
Key Contractual Obligations | 13 |
Off Balance Sheet Arrangements | 13 |
Transactions with Related Parties | 14 |
Financial and Derivative Instruments | 14 |
Critical Accounting Estimates | 15 |
Evaluation of Disclosure Controls and Procedures | 15 |
Outlook | 16 |
Current Outlook | 16 |
Public Securities Filing | 16 |
Management Discussion and Analysis
The following discussion and analysis by management of the 3rd Quarter 2006 financial condition and financial results for Bontan Corporation Inc. should be read in conjunction with the unaudited Consolidated Financial Statements for the nine months ended December 31, 2005, unaudited consolidated financial statements for the three months ended June 30, 2005 and six months ended September 30, 2005 together with the Management Discussion and Analysis for these periods and the audited Consolidated Financial Statements and Management Discussion and Analysis for the year ended March 31, 2005. The financial statements and the financial information herein have been prepared in accordance with generally accepted accounting principles in Canada. Reference is made to Financial Statement Notes for a discussion of the material differences between Canadian GAAP and U.S. GAAP, and their effect on the Company's financial statements.
This management discussion and analysis is prepared by management as at January 30, 2006. The Company’s auditors have not reviewed it.
In this report, the words “us”, “we” “our”, “the Company” and “Bontan” have the same meaning unless otherwise stated and refer to Bontan Corporation Inc. and its subsidiaries.
Overview
Summary of Results
Our business activates are currently focused on acquiring participating interests in projects in oil and gas exploration projects on a world-wide basis.
As at December 31, 2005, the Company held no interest in any gas or oil producing properties.
The following table summarizes financial information for the 3rd quarter 2005 and the preceding seven quarters:
Fiscal year | 2006 | 2005 | 2004 | |||||
Quarters ended | Dec. 31, 2005 | Sept. 30, 2005 | June 30, 2005 | March 31, 2005 | Dec. 31, 2004 | Sept. 30, 2004 | June 30, 2004 | March 31, 2004 |
Total Revenue | (173,881) | 1,914,237 | 2,189 | 241,387 | 159,576 | - | - | 25,698 |
Income from operations | (173,881) | 1,914,237 | - | 257,944 | 159,311 | - | - | - |
Loss from continuing operations | (155,049) | (3,147,599) | (1,391,104) | (4,199,869) | (20,608) | (296,221) | (360,200) | (1,129,452) |
Loss from discontinued operations | - | - | - | 2,361 | (182,039) | |||
Net loss per share - basic and diluted | (0.01) | (0.20) | (0.11) | (0.37) | (0.01) | (0.03) | (0.03) | (0.22) |
Number of Common Shares and Warrants
These are as follows:
As at December 31, 2005 | As at January 30, 2006: (the date of this report) | ||
Shares issued and outstanding | 15,781,385 | 16,831,384 | |
15,781,385 | 16,831,384 | ||
Warrants issued but not exercised | i | 3,305,838 | 2,897,981 |
Options granted but not exercised | ii | 4,795,000 | 4,795,000 |
i. Warrants are exercisable into equal number of common shares at an exercise price of US$1 per warrant. Warrants expire between December 2005 and May 2006 – within two years of their issuance.
ii. Options are exercisable into equal number of common shares at an average exercise price of US$0.48 and have a weighted average remaining contractual life of approximately 4 years.
Business Environment
Risk factors
Please refer to the Management discussion and analysis for the fiscal 2005 for detailed information as the economic and industry factors that are substantially unchanged.
The following additional risk factor should be considered:
Short - Term Investments
The Company has invested significant amount of its surplus funds in short term marketable securities until the funds are needed for the business activities of the Company. While the company has so far enjoyed much higher returns on these investments compared to what it would have earned had these funds been left in a bank account and has been able to dispose of the investments when required, there is no guarantee that investing funds in this manner will always produce returns and that some or all of the principal may be lost. Further, funds invested this way may not always be easily convertible into cash.
Forward Looking Statements
Certain statements contained in this report are forward-looking statements as defined in the U.S. Federal securities laws. All statements, other than statements of historical facts, included herein or incorporated by reference herein, including without limitation, statements regarding our business strategy, plans and objectives of management for future operations and those statements preceded by, followed by or that otherwise include the words “believe”, “expects”, “anticipates”, “intends”, “estimates” or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that such forward-looking statements will prove to be correct.
Each forward-looking statement reflects our current view of future events and is subject to risks, uncertainties and other factors that could cause actual results to differ materially from any results expressed or implied by our forward-looking statements.
Risks and uncertainties include, but are not limited to:
·
Our lack of substantial operating history;
·
The success of the exploration prospects, in which we have interests;
·
Uninsured risks;
·
The impact of competition;
·
The enforceability of legal rights;
·
The volatility of oil and gas prices;
·
Weather and unforeseen operating hazards;
Important factors that could cause the actual results to differ from materially from our expectations are disclosed in more detail set forth under the heading “Risk Factors” in herein. Our forward-looking statements are expressly qualified in their entirety by this cautionary statement.
The exploration projects in which we hold interests currently have no reserves as defined in Canadian National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities ("NI 51-101"). All information contained herein regarding resources is references to undiscovered resources under NI 51-101, whether stated or not.
Business Plan
The Company’s business plan continues to become an international diversified natural resource company that operates and invests in major exploration prospects.
Through its wholly owned subsidiaries, the Company will continue to seek highly visible opportunities in countries around the globe with a history of natural resource production that offer exciting and attractive propositions. The company will seek to minimize risk by bringing in either joint venture, carried or working interest partners, depending on the size and scale of the project.
Results of Operations
Three months ended December 31, | 2005 | 2004 |
in 000' CDN $ | in 000' CDN $ | |
Income | (174) | 160 |
Expenses | (366) | (277) |
Interest in gas property written off | 385 | |
Net loss for period | (155) | (117) |
Deficit at end of period | (31,819) | (22,928) |
Overview
The following were the key activities during the quarter ended December 31, 2005:
a. Drilling on the Gas exploration project in the State of Louisiana, in which the Company held 49% working interest, was completed in October 2005 and the project operators concluded that the quality of gas found was not commercially exploitable and that the well should be abandoned and plugged. The Company was aware of this situation while preparing its second quarter financials and had therefore written off its investment of approximately $4.3 million as at September 30, 2005. However, in December 2005, the Company was informed of a surplus fund with the project operator, which was refunded in January 2006. Accordingly, a credit of approximately $380,000 was accounted for and corresponding receivable set up at December 31, 2005.
b. At the end of the previous quarter, the Company held approximately $2 million in cash. Management decided to invest these funds into short-term investments rather than leave them with banks at minimum interest. This strategy enabled the company to earn approximately $650,000 in realised and unrealized gain from such investments and increase the overall liquid assets from $2.4 million at September 30, 2005 to $3.2 million at December 31, 2005 at market value - about 33% increase in three months. This is further discussed later in this report.
c. 1.1 million options, valued at $345,030 were granted to Mr. Terence Robinson on December 5, 2005 under a Plan that was registered on the same date. These options were for his services in connection with sale of Indirect Participation Interest in an oil exploration project in Papua New Guinea in September 2005. The options are exercisable acquire equal number of Common shares of the Company at an exercise price of US$0.50 per share. The option value was reduced from the gain on sale of the said project.
Income
Main item of income for the three months ended December 31, 2005 was a net gain of $179,495 realized on sale of short-term investments. As stated earlier, the Company had a surplus cash of around $2 million at the beginning of the quarter. The management decided to invest the funds in short-term marketable securities rather than leave it in a bank with a view to significantly increasing the returns. The decision was mainly influenced by the availability of services of Mr. Terence Robinson and Mr. John Robinson, two of the consultants with extensive investment experience. The strategy resulted in the net gain on sale. In addition, there was an unrealized gain on the short term investments on hand at December 31, 2005 of approximately $470,000, which has not been recorded as per the existing accounting policy of the Company.
The Company also earned an interest of $17,692 – which mainly related to the interest earned on the funds remitted to the project operator of the Louisiana gas project. These funds were held in an escrow account until spent and were subjected to interest.
The income from the above two sources was off set by a charge of $371,068 during the quarter ended December 31, 2005. the charge related mainly to the value of option allowed to Mr. Terence Robinson for services rendered in connection with the sale of indirect participation interest in an oil exploration project in Papua New Guinea (IPI interest) in September 2005. the charge was an off set against the gain on sale of IPI interest recorded in the previous quarter.
The net result of the above three items was a negative income of $173,881 for the quarter.
The quarter ended December 31, 2004 showed an income of $159,576, which mainly consisted of the gain on sale of shares of Interoil Corporation acquired as part of the agreement relating to the acquisition of IPI interest.
Expenses
The overall analysis of the expenses is as follows:
Quarter ended December 31 | 2005 | 2004 |
Operating expenses | $154,718 | $84,481 |
Stock based compensation | 211,198 | 192,391 |
Interest in gas property written off | (384,748) | |
($18,832) | $276,872 |
Operating Expenses
Travel, Promotion and Consulting
Quarter ended December 31 | 2005 | 2004 |
Travel,meals and entertainment | $74,545 | $16,430 |
Consulting | 7,777 | (13,648) |
Promotion | 6,374 | 7,251 |
$88,696 | $10,033 | |
% of operating expenses | 57 | 12 |
Travel, Meals and Entertainment
Expenses in the third quarter ended December 31, 2005 include travel and hotel costs for Mr. Kam Shah and Mr. Terence Robinson in relation to their visits to New York to attend a presentation to a group of financial analysts in October 2005 and other visits to meet with potential business connections including a visit to New York to meet a Mongolian delegation regarding exploration opportunity in Mongolia and promoters in Florida regarding gas exploration opportunities in Colorado and surrounding areas. The significant increase in expenses reflect increased promotional activities in October and prior period while increased search for more projects in the later part of the quarter.
Expenses during the quarter ended December 31, 2004 mainly comprise travel expenses of around $13,000 of Mr. Terence Robinson in visiting Europe and USA.
Consulting Costs
Consulting fee for the quarter ended September 30, 2005 includes the cash fees paid to administrative assistant. The Company preferred to settle the fees of their consultants in shares and options in order to retain its funds for business investments purposes. This is the reason for significantly lower consulting fee compared to stock based compensation.
The consulting fee for the quarter ended December 31, 2004 were mostly paid in shares except for approximately $12, 600 paid to an administrative assistant. cash fee paid to consultants in Brazil were segregated and included in loss from operations of discontinued business, which resulted in negative consulting fee under continuing operations costs.
Promotion Costs
Main promotional costs during the quarter ended December 31, 2005 include a fee of approximately US$5,000 paid to an independent agency providing news dissemination services.
Promotional costs during the quarter ended December 31, 2004 includes $7,029 reimbursed to Mr. Terence Robinson for promotional expenses incurred.
Shareholders Information (2006 Quarter: $35,426 and 2005 Quarter: $43,290)
Shareholder information costs comprise investor and media relations fee, costs of holding annual general meeting of the shareholders and various regulatory filing fees.
Major item for the quarter ended December 31, 2005 was media relations fee of $35,113 paid to a shareholder corporation, Current Capital Corp charged under a Investor relations and media relations contracts dated July 1, 2004 for a total fee of US$10,000 per month.
Quarter ended December 31, 2004 costs mainly include fees of $42,525 charged by Current Capital Corp. under the contracts mentioned above.
Other Operating Costs (2006 Quarter: $17,986 and 2005 Quarter: 39,166)
These costs include professional fees, rent, telephone, Internet, transfer agents fees and other general and administration costs.
One of the significant reduction factors was reduction in professional fee. In the 2005 quarter, professional fee included cash fee of $18,000 paid to Mr. Shah for CEO/CFO services under a consulting contract. In the 2006 quarter, these fees were settled by issuance of stock options.
Expenses of approximately $12,000 incurred by the Brazilian operations during the quarter ended December 31, 2004 were included in the loss from discontinued operations. The Brazilian operations were discontinued on December 30, 2004.
Translation Exchange Loss (2006 Quarter: $12,610 and 2005 Quarter: $(8,008)
The Company’s reporting unit of currency is Canadian dollar. At the period end, all transactions in US dollar and other currencies are translated using either average rate for the period or the rates on the dates of transactions depending upon the nature of the transactions. All assets and liabilities in non- Canadian currencies are translated at either the closing rate or rates on the dates of the underlying transactions again depending upon the nature of these balances.
During the quarter ended December 31, 2005, the Company held approximately two million dollars in US currency in short-term investments, cash and receivable, which were converted at the rate prevailing at December 31, 2005. The exchange rates between the two currencies changed from 1US to CDN1.1776 at September 30, 2005 to 1.1610 at December 31, 2005. The strengthening of Canadian currency against the US currency resulted in exchange loss of $12,610 on translation at the period end.
There was a translation gain during the quarter ended December 31, 2004 mainly due to the fact that the company had significant payments done in that quarter towards its projects and Brazilian operations on one hand and had a non-current asset in US dollar at the period end, which was translated into Canadian dollar at historical rate and not at the rate on December 31, 2004. So strengthening Canadian currency helped the Company record a translation gain of $8,000.
Stock Based Compensation
Three months ended December 31 | 2005 | 2004 |
Stock Comepnsation | 204,044 | 192,391 |
Options granted | 7,154 | - |
$211,198 | $192,391 | |
Unearned stock compensation | $93,561 | $- |
Stock based compensation is made up of the Company’s common shares and options to acquire the Company’s common shares being issued to various consultants and directors of the Company for services provided. The Company used this method of payment mainly to conserve its cash flow for business investments purposes. This method also allows the Company to avail the services of consultants with specialized skills and knowledge in the business activities of the Company without having to deplete its limited cash flow.
The Company has registered two Plans under the US Securities Act. These Plans cover approx. 2.2 million common shares and 5.5 million options. These Plans were registered in April 2003 and July 2004 respectively.
As at March 31, 2005, approximately 347,000 shares valuing at approximately $590,000 related to the services to be provided in the fiscal 2006 were carried as deferred compensation. Additional 123,716 shares were issued under the Plan during the first six months to September 30, 2005 to three consultants. Part of this value -$204,044 -, which related to the services provided during the quarter ended December 31, 2005, was expensed in that quarter as stock compensation.
During the fiscal 2005, the Company also allotted all the 5.5 registered Options to eleven individuals, which were valued at approx. $5.3 million using the Black-Scholes option-pricing model 1.1 million options valued at approximately $1.1 were deferred. The balance of the deferred option value was expensed in the quarter ended December 31, 2005.
In addition, the company registered a Robinson Option Plan on December 5, 2005, under which 1.1 million options were granted to Mr. Terence Robinson for services rendered in connection with the sale of oil interest in Papua New Guinea project. These options were valued at $345,030 and expensed against the gain on the sale of the oil interest.
During the quarter ended December 31, 2004, the Company issued 263,167 shares valued at $192,391 under the Consultants stock compensation plan to individual consultants for services provided.
Interest in Gas Property Written Off: $(384,748)
On October 15, 2004, the Company entered into an exploration agreement with a private investors group in the United States under which it acquired 49% gross working interest in a gas exploration project in the State of Louisiana, USA (the project).
By September 20, 2005, the Company paid approximately US$3.5 million – CDN$4.3 million towards seismic survey, land leases and exploration costs of the first exploration test well, Placide Richard No.1, under the project.
The drilling began on August 21, 2005 and the targeted depth of 15,378’ was reached on October 19, 2005.
On October 21, 2005, the Company was informed by the project operators that based on electric log analysis and wireline formation tests results, the well could not be completed as a well capable of commercial production and therefore the well should be plugged and abandoned and all leases be allowed to expire.
Consequently, as at September 30, 2005, the management wrote off its project investment. However, at that time the management was aware of the fact that there could be some refund receivable upon final settlement of accounts with the drilling company and project engineer. The analysis of final account was carried out in December 2005 and a refund of US$ 332,271 including interest of US$ 13,708 was determined as payable to the Company. The amount that pertained to the refund of the project costs was accounted as recovery of the project costs written off earlier.
Liquidity and Capital Resources
Working Capital
As at December 31, 2005, the Company had a net working capital of $3.2 million compared to a working capital of $4.7 million as at March 31, 2005.
The carrying value of Cash and marketable securities at December 31, 2005 was $2.7 million compared to $936,000 at March 31, 2005.
Operating Cash Flow
During the quarter ended December 31, 2005, net cash outflow of $279,389 from the operations and a further cash outflow of $233,395 into investments was off set by the net cash inflow of $211,464 from the financing activities resulting in a net cash decrease of $301,320 million which was reduced from the cash of $1,684,072 at the beginning of the period, resulting in a cash on hand of approximately $1.4 million at the end of the period.
Key Financing Activities
The following outlines the Company’s key financing activities during the quarter ended December 31, 2005:
1. 200,000 warrants were exercised for the equal number of common shares for which the Company received approximately $211,000 net of direct expenses, which consisted of finder’s fee at 10% of the amount collected.
Key Investing Activities
The following outlines the key investing activities during the quarter ended December 31, 2005:
Short - Term Investments
The Company held approximately $2 million in bank when it learnt that the exploration on its Louisiana gas project failed to identify commercially exploitable gas reserves. The management therefore began reviewing other oil and gas exploration proposals with a view to continue with its business plan.
The process of reviewing proposal has been slow and cautious due to the prior experiences. Meanwhile, board decided to invest the surplus funds in a manner that would generate much higher returns since the bank would not allow any interest on funds held in chequing account. It was decided to invest funds in short term marketable securities. The securities were to be held through an independent Canadian brokerage firm for a period not exceeding six months
An account was opened with an independent Canadian brokerage firm and two consultants apart from the CEO/CFO were allowed to operate the account at the brokerage firm and to give trading instructions to the broker. The Company’s two existing consultants – Mr. John Robinson and Mr. Terence Robinson, both have extensive experience in short term investments strategies were authorized to take trading decisions on behalf of the Company. They were not however authorized to transfer funds in or out of the account.
These consultants have no relationship with the brokerage firm nor do they receive any commission either from the said brokerage firm or from the Company for their services in the matter.
During the quarter ended December 31, 2005, a net sum of $626,256 was invested in the trading account. At the end of the quarter, approximately $1 million was held in cash by the brokerage firm and approximately $1.3 million was held in short term securities whose market value was approximately $1.8 million.
Thus, the Company’s strategy has so far resulted in significant returns on the surplus funds. However, there is no guarantee that such rate of return could continue. Attention is therefore drawn to the risk factor mentioned earlier in this report.
Interest in Gas Properties
Another major investment activity consisted of a refund of $384,748 expected from the contractors on the Louisiana project. This is fully explained under Results of Operations above.
Key Contractual Obligations
There were no new contractual obligations committed during the quarter ended December 31, 2005 the prior commitments still existing as at that date are explained in note 9 to the financial statements for the nine months ended on that date.
Off - Balance Sheet Arrangements
At December 31, 2005 and 2004, the Company did not have any off balance sheet arrangements, including any relationships with unconsolidated entities or financial partnership to enhance perceived liquidity.
Transactions with Related Parties
Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount. Related party transactions and balances have been listed in Note 10 of the financial statements for the nine months ended December 31, 2005.
Given below is background information on some of the key related parties and transactions with them:
1. Current Capital Corp. (CCC). CCC is a related party in following ways:
a. Director/President of CCC, Mr. John Robinson is a consultant with Bontan
b. CCC provides media and investor relation services to Bontan under a consulting contract.
c. Chief Executive and Financial Officer of Bontan is providing services to CCC as CFO.
d. CCC and John Robinson hold significant shares in Bontan.
Bontan shares premises with CCC for which CCC charges on a quarterly basis for the rent, phone and utilities based on the actual costs and area occupied. Charges from CCC reflect actual costs and do not include any mark ups.
Another charge from CCC relates to the investor relations and media relation services provided under a contract. The charge is a fixed sum of US$10,000 per month plus taxes.
CCC also charged a finder’s fee at the rate of 10% of the gross money raised for Bontan through issuance of shares and warrants under 2003 private placement.
1. Mr. Kam Shah is a director of the Company and also provides services as chief executive and financial officer under a five-year contract. The compensation is decided by the board on an annual basis and is usually given in the form of shares and options.
2. Mr. Terence Robinson used to be providing services as chief executive officer until May 2004 and was also a director until that date. Currently, Mr. Robinson is providing services as a key consultant under a five-year contract. His services include sourcing of new business opportunities on behalf of the company using his extensive network of business contacts. His remuneration is paid mostly in shares on an annual basis.
Financial and Derivative Instruments
Except for the balances with a brokerage firm, none of our financial assets were interest bearing as at December 31, 2005. The balances with the brokerage firm earned average interest rate of 2% per annum (2004: not applicable)
Credit risk is minimised as all cash amounts are held with large bank and brokerage firm which have acceptable credit ratings determined by a recognised rating agency.
Short-term investments represent funds and shares held for disposal within the next six months. As at December 31, 2005, the quoted market value of the marketable securities held under the short-term investments was $1.8 million compared to their carrying cost of $1.3 million. The carrying value of all other cash and cash equivalent, trade receivables, all other current assets, accounts payable and accrued liabilities, and amounts due to related parties approximate fair values due to the short term maturities of these instruments.
The Company never entered into and did not have at the end of the quarters ended December 31, 2005 and 2004, any foreign currency hedge contracts.
Critical Accounting Estimates
The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada. The significant accounting policies used by the Company are same as those disclosed in note 2 to the consolidated financial statements for the year ended March 31, 2005. Certain accounting policies require that the management make appropriate decisions with respect to estimates and assumptions that affect the assets, liabilities, revenue and expenses reported by the Company. The Company’s management continually reviews its estimates based on new information, which may result in changes to current estimated amounts.
There were no major changes in the accounting policies during the quarter ended December 31, 2005.
Evaluation of Disclosure Control and Procedures
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Our management, including our Chief Executive Officer, who also acts as Chief Financial Officer, together with the members of our audit committee have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
There were no changes to our internal control over financial reporting since March 31, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Outlook
Current Outlook
The failure of the first test well in the Louisiana gas project to produce commercial gas is a major disappointment. Significant time, effort and money were invested into the prospect. We felt that the prospect offered an appropriate level of risk to reward potential based on the original technical indications including 3-D seismic and the many years experience of our partners in the project all of which are former senior oil and gas company executives.
While the project operators, Keystone Energy Inc. on the gas project have indicated to the company that they were still analysing the results and looking at other possibilities, they did not recommend renewing the leases or commencing with another test well. The Company has ensured that its interest is retained in any future efforts at re-visiting the test well or re-activating the project.
Fortunately, our strategy of investing surplus funds into short term securities while awaiting investing in new exploration activities has been successful and earned significant returns for the Company. The Company has approximately $2.8 M in cash and short term securities and has no significant debt. We remain extremely bullish on the natural resource sector and at this time are evaluating new oil and gas drilling prospects as well as joint venture opportunities. We are very confident that we will identify an appropriate opportunity relatively quickly
Public Securities Filings
Additional information, including the Company’s annual information form in the Form 20-F annual report is filed with the Canadian Securities Administrators at www.sedar.com and with the United States Securities and Exchange Commission and can be viewed at www.edgar.com