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					                                    APEX MINING CO., INC.


16 August 2010


PHILIPPINE STOCK EXCHANGE, INC.
Disclosure Department
Tower One and Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City


Attention: Ms. Janet Encarnacion
           Head, Disclosure Dept.


Dear Ms. Encarnacion:

In connection with the Company’s Special Stockholders’ Meeting on 10 September
2010, we are submitting herewith Definitive Information Statement Report SEC Form
20-IS).




Thank you.



Very truly yours,




ROSANNA A. PARICA
Corporate Information Officer




       Unit 1704 17th Floor, Prestige Tower Condominium, F. Ortigas Jr. Road, Ortigas Center , Pasig City
              Tel. Nos.: 706-2805/706-2806 * Fax No.: 706-2804; Minesite: Maco, Compostela Valley
                                                        COVER SHEET

                                                                                                                  4 0 6 2 1
                                                                                                                              S.E.C. Registration Number



 A P E X                       M I N            I NG      C O .                 I N         C           .




                                                                    (Company's Full Name)

 1 7 T H                       F L O O R               P R E S T                I G         E                     T O W E R
 F. O R T                   I G A S              J R      R D             O R TI GA S                                   P A S            I G C           I   T Y
                                                       (Business Address: No. Street City/Town//Province)



                  ROSANNA A. PARICA                                                                                                 706-2805
                               Contact Person                                                                                Company Telephone Number


 1 2              3 1                             DEFENITIVE INFORMATION STATEMENT REPORT                                                   0 6              2 4
  Month               Day                                            FORM TYPE                                                               Month           Day
        Fiscal Year                                                                                                                             Annual Meeting



                                                                Secondary License Type, If Applicable




                                                                                                                           Amended Articles Number/Section
Dept. Requiring this Doc.



                                                                                                            Total Amount of Borrowings



of Stockholders                                                                              Domestic                                          Foreign




                                                       To be accomplished by SEC Personnel concerned




                       File Number                                             LCU



                      Document I.D.

                                                                             Cashier



                       STAMPS




ck ink for scanning purposes
            NOTICE OF SPECIAL STOCKHOLDERS' MEETING
TO ALL STOCKHOLDERS:

       Please be informed that the Special Stockholders' Meeting of APEX MINING CO., INC.
(the “Corporation”) will be held on September 10, 2010 at 3:00 in the afternoon at Valle Verde
Country Club, Capt. Javier St., Bo. Ugong, Pasig City.

        The agenda for the meeting is as follows:

        1. Call to Order;

        2. Proof of Notice and Existence of Quorum;

        3. Matters for Shareholder Approval:

            •   Increase in capital stock from Php 800,000,000.00 to Php 2,800,000,000.00 to be
                subscribed and paid for as follows:

                    a. the assignment by Mapula Creek Gold Corporation in favor of the
                       Corporation of its receivables due from the Corporation in the
                       amount of Php 1,262,199,999.50, in exchange for 341,135,135 Class
                       “A” shares with a par value of Php 1.00 per share; and
                    b. the assignment by Mindanao Gold Limited in favor of the
                       Corporation of its receivables due from the Corporation in the
                       amount of Php 813,262,683.75, in exchange for 219,800,725 Class
                       “B” shares with a par value of Php 1.00 per share (collectively the
                       “Additional Listing”).
                In connection with the Additional Listing above, waiver by a majority of the
                Corporation’s minority shareholders of the conduct of rights or public offering.

            •   Amendment of Article Seventh and Article Seventh Part 2 of the Amended Articles
                of Incorporation to increase the Corporation’s Authorized Capital Stock from Php
                800,000,000.00 to Php 2,800,000,000.00;

        4. Other Matters; and

        5. Adjournment

         Only stockholders of record as of the close of business on August 13, 2010 will be entitled to
attend and vote. Stockholders who cannot attend the meeting in person are requested to accomplish
the attached proxy form and promptly return the same to the undersigned at least three (3) days before
the scheduled time of the meeting.

                                                By Order of the Board of Directors



                                                        ROSANNA A. PARICA
                                                        Corporate Secretary


                                                    1
                SECURITIES AND EXCHANGE COMMISSION

                               SEC FORM 20-IS

      INFORMATION STATEMENT PURSUANT TO SECTION 17.1(b)
            OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:

    [   ] Preliminary Information Statement
    [ / ] Definitive Information Statement

2. Name of Registrant as specified in its charter - APEX MINING CO., INC.

3. Country of Incorporation      - Philippines

4. SEC Identification Number - 40621

5. BIR Tax Identification Number : 000-284-138

6. Address of principal office: Unit 1704 17th Flr. Prestige Tower Cond.
                                F. Ortigas Jr., Road, Ortigas Center, Pasig City
   Postal Code : 1605

7. Telephone Number : +63 2 706-2805          Fax Number : +63 2 706-2804

8. Date, time and place of meeting of security holders:

        Date       -    10 September 2010
        Time       -    3:00 p.m.
        Place      -    Valle Verde Country Club, Capt. Javier St., Bo. Ugong,
                        Pasig City

9. Approximate date on which the Information Statement is first to be sent or given
   to
   security holders - 13 August 2010

10. Securities registered pursuant to Sections 8 & 12 of the Code
            Title of Each Class                       Number of Shares

           Class A                                      458,981,818
           Class B                                      295,731,885
11. Are any or all or registrant’s securities listed on the Philippine Stock Exchange?

             Yes [ / ]        No [ ]
All securities in item 10 above are listed in the Philippine Stock Exchange.



                                       2
         INFORMATION REQUIRED IN INFORMATION STATEMENT

Date, Time and Place of Meeting of Security Holders

                                            PART 1

A. GENERAL INFORMATION

Item 1. Date, Time and Place of Meeting of the Security Holders

Date            :      10 September 2010

Time            :      3:00 P.M.

Place           :      Valle Verde Country Club, Capt. Javier St., Bo. Ugong, Pasig City

Principal office:      Unit 1704 17th Flr., Prestige Tower Cond., F. Ortigas Jr. Road,
                       Ortigas Center, Pasig City

This information statement shall be first sent or given to the security holders on 13 August
2010.

                     WE ARE NOT ASKING YOU FOR A PROXY AND
                    YOU ARE REQUESTED NOT TO SEND US A PROXY

Item 2. Dissenters’ Right of Appraisal

There are no corporate actions that will be taken up at the Special Stockholders' Meeting for
which a stockholder may exercise the right of appraisal. In the event that an action will give
rise to the right of appraisal, a stockholder must have voted against the proposed corporate
action in order to avail himself of the appraisal right. The procedure outlined in Article X of
the Corporation Code of the Philippines shall apply.

Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon

         (a) No current director or officer of the Corporation, nor any associate thereof has
             any substantial interest, direct or indirect, by security holdings or otherwise, in
             any matter to be acted upon in this Special Stockholders’ Meeting.

         (b) No director has informed the Corporation in writing that he intends to oppose any
             action to be taken by the Corporation at the meeting.


B.     CONTROL AND COMPENSATION INFORMATION


Item 4. Voting Securities and Principal Holders Thereof


                                                3
(a)        As of 31 July 2010 there are 754,713,703 outstanding and voting common shares of
           stock of the Corporation which are further subdivided into 458,981,818 Class A
           shares and 295,731,885 Class B shares. Each share of stock is entitled to one vote.

(b)        All stockholders of record as of 13 August 2010 are entitled to notice and to vote at
           the Special Stockholders' Meeting.

           At every meeting of the stockholders of the Corporation, every stockholder entitled to
           vote shall be entitled to one vote for each share of stock standing in his name on the
           books of the Corporation.

Security Ownership of Certain Record and Beneficial Owners

The beneficial owners of more than 5% of voting shares as of 31 July 2010 are:

Title of       Name and address of record owner and            Name of beneficial                 Number of
Class                      relationship                            owner and        Citizenship   shares held     %
                            with issuer                           relationship
                                                               with record owner


            MAPULA CREEK GOLD CORPORATION                      Teresa Crew Gold       Filipino      338,729,592   44.88
     A      17F Prestige Tower, Ortigas Center, Pasig City      Philippines, Inc.
            PHILIPPINES                                         Retirement Fund
            (stockholder)                                       (stockholder)

                                                                See note 1 below


            MINDANAO GOLD LTD.                               Mindanao Gold Ltd.     Malaysian       211,534,806   28.03
     B      Suite 10.3, 10F Rohas Perkasa West Wing
            8 Jalan Perak, 50450, Kuala Lumpur               See Note 2 below
            MALAYSIA



    A&B     PCD NOMINEE CORPORATION                          PCD Participants         Filipino      176,997,222   23.45
            GF MSE Bldg., Ayala Avenue, Makati City
            PHILIPPINES                                      See note 3 below



1
  Mapula Creek Gold Corporation is 60% owned by the Teresa Crew Gold Philippines, Inc.
Retirement Fund and 40% owned by Mindanao Gold Ltd. Mr. Peri Resabal is the Mapula
representative authorized to exercise the voting power on behalf of Mapula and to decide how
its shares in the Corporation are to be voted.
2
  Mindanao Gold Ltd. is represented by Mr. Colin D. Patterson who is authorized to exercise
the voting power on behalf of Mindanao Gold and to decide how its shares in the Corporation
are to be voted.
3
  PCD Nominee, Corp. (PCNC), a wholly owned subsidiary of Philippine Central Depository
Inc. (“PCD”), is the registered owner of the shares in the books of the Corporation’s transfer
agent. The beneficial owners of such shares are PCD’s participants who hold the shares on
their behalf or on behalf of their clients. Although as of 30 June 2010, King’s Power
                                              4
Securities owns on record 7,670,906 Class A shares and 5,662,000 Class B shares, its interest
in the Corporation is less than 5% of the Corporation’s stock and is therefore not a beneficial
owner owning more than 5% of the Corporation’s stock. No other PCD participant owns on
record or beneficially owns more than 5% of the Corporation’s stock. PCD is a private
company organized by the major institutions actively participating in the Philippine capital
markets to implement an automated book-entry system of handling securities transaction in
the Philippines.

Except for the beneficial owners mentioned above, there is no other person or group who is
known to the Corporation to be the beneficial owner of more than 5% of its voting securities.
There is also no voting trust agreement involving shares of the Corporation.


Security Ownership of Management

The number of voting shares beneficially owned by directors and named executive officers as
of 31 July 2010 are as follows:


              Title of                                           Amount and                         Percent of
               Class            Name of beneficial owner            nature          Citizenship       Class
                                                                 of beneficial
                                                                  ownership
                 B       COLIN D. PATTERSON                          100 (direct)    Australian       0.00%
                 B       PEREGRINO S. RESABAL                        100 (direct)     Filipino
                 A       DEOGRACIAS G. CONTRERAS, JR.            11,000 (direct)      Filipino        0.00%
                 A       BAIVERTH DIABO                                1 (direct)     Filipino        0.00%
                 A       RODOLFO CRUZ                             1,000 (direct)      Filipino        0.00%
                 A       ARMANDO CASTANOS                            298 (direct)     Filipino        0.00%
                 B       RORY TAYLOR                              1,000 (direct)    South African     0.00%
                         All officers and directors as a group   13,799                               0.00%



Description of Any Arrangement which Resulted in the Change in Control

There are no arrangements resulting in a change in control of the Corporation’s stock.


Voting Trust/Changes in Control

There are no voting trust holders of 5% or more of the Corporation’s stock.

Certain Relationships and Related Transactions

In the normal course of business, the Corporation transacted with companies which are
considered related parties. A summary of the more significant transactions with related
parties is provided in Note 16 of the Audited Financial Statements for the year ended 31
December 2009.

Other than the foregoing, there are no transactions undertaken or proposed to be undertaken
by the Corporation in which any director or executive officer was or will be involved or had
or will have a direct or indirect material interest.
                                                           5
The Corporation or its related parties have no material transaction with parties falling outside
the definition “related parties” under Statement of Financial Accounting
Standards/International Accounting Standards No. 24 that would enable such related parties
to negotiate terms of material transactions that are not available for other, more clearly
independent parties on an arm’s length basis.

Family Relationships

There are no family relationships among the officers of the Corporation. None of the
directors and executive officers of the Corporation are related up to the fourth civil degree,
either by consanguinity or affinity.

C. ISSUANCE AND EXCHANGE OF SECURITIES

Increase in Capital Stock

On 28 July 2010, the Board of Directors approved the assumption by the Corporation of
Teresa Crew Gold Philippines, Inc.’s (“Teresa”) payables owing to Mapula Creek Gold
Corporation in the amount of USD 8,370,776 and to Mindanao Gold Limited in the amount
of USD 18,259,590, which are respectively recorded in Teresa’s books of accounts as of 30
June 2010 in exchange for the assignment by Teresa of all of its rights, title, interests,
benefits and obligations in the payables owed by the Corporation to Teresa in the aggregate
amount of USD 26,630,366 (the “Apex Debt”), which are recorded in the Corporation’s
books of accounts as of 30 June 2010 in favor of the Corporation, thereby resulting in the
extinguishment of such Apex Debt to Teresa. These payables form part of the payables owed
by the Corporation to Mapula Creek Gold Corporation and Mindanao Gold Limited to be
converted into equity as described in detail below.

(a)    Title and Amount of Securities to be Issued

       It is proposed that Corporation’s authorized capital stock be increased from Php
       800,000,000.00 consisting of 800,000,000 common shares, divided into 480,000,000
       Class “A” shares and 320,000,000 Class “B” shares, with a par value of Php 1.00 each
       to Php 2,800,000,000.00 consisting of 2,800,000,000 common shares divided into
       1,680,000,000 Class “A” shares and 1,120,000,000 Class “B” shares, with a par value
       of Php 1.00 each.

(b)    Description of Registrant’s Securities

       Of such increase in capital stock of Php 2,000,000,000.00, consisting of
       2,000,000,000 common shares divided into 1,200,000,000 Class “A” shares and
       800,000,000 Class “B” shares, the amount of Php 560,935,860.00 consisting of
       560,935,860 common shares shall be fully subscribed and paid for as follows:

               1.      the assignment by Mapula Creek Gold Corporation in favor of
                       the Corporation of its receivables due from the Corporation in
                       the amount of Php 1,262,199,999.50, in exchange for
                       341,135,135 Class “A” shares with a par value of Php 1.00 per
                                               6
                     share, at an issue value of Php 3.70 per share or an aggregate
                     issue value of Php 1,262,199,999.50.
               2.    the assignment by Mindanao Gold Limited in favor of the
                     Corporation of its receivables due from the Corporation in the
                     amount of Php 813,262,683.75, in exchange for 219,800,725
                     Class “B” shares with a par value of Php 1.00 per share at an
                     issue value of Php 3.70 per share or an aggregate issue value of
                     Php 813,262,683.75.

      All common shares of stock of the Corporation have identical rights and privileges.
      Each common share of stock is entitled to one vote; provided that, Class “A” shares
      shall be issued and transferred solely to citizens of the Republic of the Philippines or
      other juridical entities organized under the laws of the Philippines, 60% of the
      capital of which is owned by the citizens of the Philippines, while Class “B” shares
      may be issued and transferred to persons, and/or corporations of any nationality.

      During the last Annual Stockholders Meeting of the Company held last July 9, 2010,
      the stockholders approved the Amendment of Article Seventh in the Amended
      Articles of Incorporation to include a provision for a denial of the pre-emptive rights
      of stockholders for issuances of all classes of shares, including treasury shares.

      All stockholders are entitled to dividends.

      There are no provisions in the Corporation’s Articles of Incorporation or By-Laws
      that would delay, defer or prevent a change in control of the Corporation.

(c)   Conversion of Shareholder Advances to Equity

      As of 30 June 2010, the Corporation has payables recorded in its books of
      accounts that are owed to:


      (i)    Mapula Creek Gold Corporation in the aggregate amount of Philippine
             Pesos: One Billion Two Hundred Eighty Two Million Four Hundred
             Forty Eight Thousand Eight Hundred and Thirty Five Pesos (Php
             1,282,448,835) or approximately US Dollars: Twenty Eight Million
             Five Hundred Thousand (USD 28,500,000.00 ); and

      (ii)   Mindanao Gold Limited in the aggregate amount of Philippine Pesos:
             One Billion Five Hundred Twenty Nine Million Eight Hundred Sixty
             Seven Thousand Five Hundred and Twenty Pesos (Php1,529,867,520)
             or approximately US Dollars: Thirty Four Million (USD 34,000,000.00)

      Under the proposed transaction, the shareholders of the Corporation, Mapula Creek
      Gold Corporation and Mindanao Gold Limited, will equitize a substantial amount of
      the above payables owed to them by the Corporation.


                                             7
       Mapula Creek Gold Corporation shall assign PhP 1,262,199,999.50, in exchange for
       341,135,135 Class “A” shares with a par value of Php 1.00 per share, at an issue value
       of Php 3.70 per share. The issue price is at a 0.82% premium over the 30-day
       weighted average closing price of the Corporation’s Class “A” shares as of 28 July
       2010.

       Mindanao Gold Ltd. shall assign Php 813,262,683.75, in exchange for 219,800,725
       Class “B” shares at an issue value of Php 3.70 per share. The issue price is at a
       11.11% premium over the 30-day weighted average closing price of the Corporation’s
       Class “B” shares as of 28 July 2010.

(d)    Purpose of the Transaction

       The objective of the transaction is three-fold:

              1.      To reduce the quantum and complexity of the inter-company loans.

                      Apex’s inter-company loan will decrease from USD 62.4 million to
                      US$16.3 million after the completion of the transaction.

              2.      To reduce capital deficiency and create a positive level of
                      shareholders’ equity for Apex.

                      As at 30 June 2010, Apex has a capital deficiency of USD 24.6
                      million. After completion of the transaction, Apex will end up with a
                      positive shareholders equity of approximately USD 25 million.

              3.      Since Apex will have better financing options, it will be able to raise
                      funds on more favorable terms from financial institutions given the
                      significant improvement to the company’s financial position after the
                      completion of the transaction.

                      This will be extremely important to the Corporation’s long term
                      strategy of increasing its production output to a much higher level.

Financial and Other Information

The Plan of Operation, Market Price of Shares and Dividends, Management Discussion and
Analysis, Audited Financial Statements as of 31 December 2009, Financial Statements as of
30 June 2010 and other data related to the Corporation’s financial information are attached
hereto as Annex “A.”


D. OTHER MATTERS


Amendments to Articles of Incorporation



                                               8
The Corporation will amend Article Seventh and Article Seventh Part 2 of the Amended
Articles of Incorporation to increase the Corporation’s Authorized Capital Stock from Php
800,000,000.00 divided into 800,000,000 common shares, consisting further of 480,000,000
Class “A” shares and 320,000,000 Class “B” shares to Php 2,800,000,000.00 divided into
2,800,000,000 common, consisting further of 1,680,000,000 Class “A” shares and
1,120,000,000 Class “B” shares.

As of this report, there are no other matters which the Board of Directors intends to present or
has reason to believe others will present at the meeting.



Item 19. Voting Procedures

(a)    The affirmative vote of the stockholders representing at least two thirds (2/3) of the
       outstanding capital stock shall be required for the:

       (i)     increase in capital stock from Php 800,000,000.00 to Php 2,800,000,000.00 to
               be subscribed and paid for as follows:

               1.     the assignment by Mapula Creek Gold Corporation in favor of the
                      Corporation of its receivables due from the Corporation in the amount
                      of Php 1,262,199,999.50, in exchange for 341,135,135 Class “A”
                      shares with a par value of Php 1.00 per share, at an issue value of Php
                      3.70 per share or an aggregate issue value of Php 1,262,199,999.50.

               2.     the assignment by Mindanao Gold Limited in favor of the Corporation
                      of its receivables due from the Corporation in the amount of Php
                      813,262,683.75, in exchange for 219,800,725 Class “B” shares with a
                      par value of Php 1.00 per share at an issue value of Php 3.70 per share
                      or an aggregate issue value of Php 813,262,683.75.

               (the issuance of shares in (1) and (2) collectively, the Additional Issuance)

       (ii)    amendment of the Articles of Incorporation and By-Laws of the Corporation
               to increase the Corporation’s Authorized Capital Stock from Php
               800,000,000.00 divided into 800,000,000 common shares, consisting further
               of 480,000,000 Class “A” shares and 320,000,000 Class “B” shares to Php
               2,800,000,000.00 divided into 2,800,000,000 common, consisting further
               of 1,680,000,000 Class “A” shares and 1,120,000,000 Class “B” shares.

(b)    The approval by majority of the Corporation’s minority shareholders is also sought
       for the waiver of the requirement under Article V of the Revised Listing Rules to
       conduct a rights or public offering of the 341,135,135 Class “A” shares to be issued in
       favor of Mapula Creek Gold Corporation and the 219,800,725 Class “B” shares to be
       issued in favor of Mindanao Gold Limited in connection with the Additional Issuance.

       It is noted that because the issue price of the shares to be issued pursuant to the
       Additional Issuance is at a premium over the weighted average of closing prices for a
                                               9
       period of 30 days prior to the transaction, it qualifies as an exception to the rights or
       public offering requirement under said Article V of the Revised Listing Rules.


Votes may be cast and counted by show of hands or by viva voce or, upon motion duly
approved, by balloting.

The Committee of Inspectors composed of three members namely (1) the Corporate Secretary
or his official representative; (2) the official representative of the external auditor of the
Corporation; and (3) the official representative of the Stock and Transfer Agent of the
Corporation shall act as Election Inspectors and shall have the power to rule on all issues
pertaining to the election of directors, validity of proxies or voting of shares. The affirmative
vote of at least two members shall be a valid act of said committee.




                                           SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this report is true, complete and correct. This report is signed in
Pasig City on 13 August 2010.

                                                    APEX MINING CO., INC.
                                                    By:



                                                      ROSANNA A. PARICA
                                                       Corporate Secretary




                                               10
                       ANNEX “A” – OPERATIONAL AND FINANCIAL
                                    INFORMATION


Market for Registrant Common Equity and Related Stockholders Matters

Market Information

The Corporation’s common shares are traded at the Philippine Stock Exchange. The high and low
sales prices for each quarter within the last two (2) years and the interim period of January to June
2010 are, as follows:


                      A Shares            A Shares           B Shares            B Shares
                      High                Low                High                Low
2008 Jan – Mar        5.53                4.80               5.60                5.50
     Apr – Jun        No transaction      No transaction     No transaction      No transaction
     Jul – Sep        No transaction      No transaction     No transaction      No transaction
     Oct – Dec        1.10                1.10               1.12                1.10

2009 Jan – Mar        3.01                2.85               3.00                2.87
     Apr – Jun        3.05                3.00               3.02                2.98
     Jul- Sep         3.28                2.80               2.98                2.92
    Oct – Dec         2.98                2.90               3.00                2.93

2010 Jan – Mar        2.48                2.45               No transaction      No transaction
2010 April-June       2.35                2.29               2.33                2.32
2010 July             3.60                3.42               3.60                3.42
2010 August 9         3.44                3.01               3.06                3.06


Dividends

The Corporation did not declare any cash dividends on each class of its common equity for 2008,
2009 and the interim period of January to June 2010.

 The Corporation has not established any restriction that would limit the ability to pay dividends on
common equity. The Corporation does not have any plans of setting any restrictions on the matter in
the immediate future.

Recent Sales of Unregistered or Exempt Securities

No securities were sold by the Corporation within the past three years which were not registered
under the Code. There was no sale of reacquired securities during the same period.

Plan of Operation

 The Company’s strategy is to increase ore production by developing new stopes on both the
major vein systems at Maco (Sandy and Maligaya veins). This strategy is viable as 224,830
oz. (at 6.3) in reserves has been blocked out by ore drives and the cost of capital development
for the current operating year is reduced and at the same time and at the same time the
geological team has a strong focus on the evaluation of the remaining resources contained
                                                 11
with historic production areas and extensions of these into new areas delineated from the
surface exploration program.

The planned 550 t/d average mine capacity for 2010 will be expanded to 700 t/d during the
course of 2010, with an expected milled tonnage mine head grade of 5.20 g/t Au. Ore
delivery to the mill will be sourced from stopes and sub level ore development of Maligaya,
Maria Inez and Sandy Mine veins. Additional areas including rehabilitation of historic
sections of the mine will deliver additional tonnage from the second half of 2010.

There are two major ore production systems in Maco. The main producing lode system
includes the Bonanza Main Vein, Bonanza Split and the Masara Vein in the Maligaya area.
The second production area is the Maria Inez / Sandy Area, the main economic lode systems
include the Sandy Main Vein and Sandy South Vein.

The ore production schedule and the mine development plan is based on the latest resource
update that was established by the Apex Geological staff from additional data generated from
underground development and from additional resource definition drilling completed since
the publication of the February 2007 Mineral Resource Report. There has been considerable
effort invested in the digitization of all the historic and current production related face
sampling to allow the development of predictive geo-statistical parameters since the April
2009 resource with work being carried out to determine predictability and edge definition of
ore shoot morphology and tenure. This work allowed better definition for classification of
resource ore blocks in the current February 2010 resource estimate.

The stoping method adapted is bench mining in horizontal slices for the first six meters and
using backfill. Long-hole drilling for the remaining 6 meters pillar and mined by retreating
from the ends. For the Horizontal slice mining, a standard of 35 tons per day productivity has
been assumed whilst the long-hole retreat method was 45 tons per day. The Long-hole
drilling will provide the operation with significant longer term productivity gains, and
utilisation of spare long-hole rigs for sludge grade control drilling will allow greater
definition of stope shapes to reduce dilution during blasting and mining

Ore development on the sub-levels has assumed 40 meters advance per month and waste
development on declines and crosscuts will be 50 meters advance per month.

Capital underground development for 2010 covers the continuation of the development that
covers the 700m L530 Decline towards the existing Masarita drifts for gravity drainage to
eliminate the high risk of mine flooding. The intersection of highly altered ground in this
area has slowed the development significantly over the last 6 months, the mine is currently
carrying out cover drilling and grouting to stabilise the ground to improve production.
Process improvement studies are being continuously conducted to mitigate restricting factors
in attaining the planned production. These factors include the dewatering system, equipment
availability and utilization, poor ground condition, ventilation system, knowledge, skills and
attitude of our underground personnel, and the complex nature of our vein systems. The
company has also introduced a new methodology for the management of water ingress as
development expands the footprint of the mine. Underground diamond drilling is now used
to provide better control lode positions, and these holes also provide water cover through
cement grouting and controlled discharge.

                                             12
Apex is in the process of implementing a new exploration strategy, which focuses on the
opportunities in close proximity to our existing operations. Exploration staff have continued
to generate exciting targets for our future growth as well as review existing targets for further
potential. The initial focus of this work has been the completion of detailed surface mapping
through the mine area and systematic sampling of mineralized structures. A number of
surface drilling targets have been identified and are being readied for drilling in 2010. An
integrated GIS of the property has now been developed to drive the expansion of resource
exploration over the next 2-3 years. Geo-statistical studies and metal accumulation ratios will
allow prediction of ore shoot morphology.

Through out 2010 the Mine Geology department will be reviewing all their data and verifying
and validating it in line with PMRC guidelines, loading all data into Gemcom 3D modeling
and creating wireframes of veins, mineralization, structures and mined out areas to facilitate
faster mine studies and location of new production areas. The exploration department will be
reviewing near mine targets using the current data and newly created surface maps as well as
re-evaluating underground targets located during the 3D study.

Geo-statistics will be carried out to determine the best drill pattern and to help identify short
and long scale structures important in ore shoot development.

Apex is confident that with the dedicated Maco workforce and in parallel investment in key
equipment and technologies, the Company will continue to advance our strategy and achieve
our 2010 planned production and financial targets.

Financing Strategy

The Company started implementing the above plans by procuring new underground
equipment worth about USD 3.2 million to be financed either through short-term suppliers’
credits or internally-generated funds. Some of the equipment were already paid and delivered.
These were successfully commissioned to operate underground.

On a long-term perspective, the Company is currently negotiating with some local banks to
provide revolving credit lines.

Just recently, the company opened a trading account with a foreign bank to hedge its future
production.

On the other hand, the principal shareholders and strategic investors are willing to
subordinate their advances so that the Company’s suppliers’ obligations are serviced without
delays. Also, they can provide immediate financing should the necessity arise.

Management Discussion and Analysis of Financial Condition and Results of Operations

For the years ended 31 December 2009, 2008 and 2007

Information on the Corporation’s results of operations and financial condition presented in the 2009
Audited Financial Statements and accompanying Financial Statements are incorporated hereto by
reference.



                                                13
The Corporation’s operating revenue amounted to Php 1,018 million in 2009. The Corporation’s
operating revenues amounting to Php 802 million in 2008 and Php 249 million in 2007 were offset
against Mine Exploration and Development Costs on those years.

Higher realized gold prices and higher volume sold increased the operating revenues.

Realized gold price per ounce averaged USD 1,030 in 2009. Total gold shipped amounted to 19,732
oz.

Total costs and expenses incurred in 2009 amounted to Php 1.7 billion which included non-cash
expenses amounting to Php 731.8 million. This pertains to depreciation, depletion and amortization of
Php 355 million, impairment loss on write-off of input VAT of Php 214.1 million and impairment loss
on property, plant and equipment of Php 162.7 million.

The huge increase in depreciation is due to the recognition of depletion costs of Php 153 million based
on the proven and probable reserves in line with the Corporation’s declaration of commercial
operations in January 2009 which necessitated the recognition of the said periodic costs on its mine
and mining properties.

Rentals primarily pertain to the lease of milling facilities from Teresa, which is settled through 15%
revenue share from Apex’s sale of metals.

Total costs and expenses during the pre-operating years of 2008 and 2007 amounted to Php 260
million and Php 50.1 million respectively. A substantial portion of the expenses that were capitalized
in 2008 and 2007 related to the debugging of the mining and milling of processes. Mining costs
capitalized in 2008 and 2007 amounted to Php 333 million and Php 74 million, respectively. Milling
costs capitalized in 2008 amounted to Php 152 million.

Other income (expense) included foreign exchange gains amounting to Php 15.4 million principally
arising from the translation of the foreign currency-denominated advances from Mindanao Gold
Limited at Php 727 million at Php 46.20:USD 1.00 as of December 31, 2009, from Php 735 million at
Php 47.52:USD 1.00 as of December 31, 2008 and Php 321 million at Php 41.28:USD 1.00 as of
December 31, 2007.

In October 2009, Mindanao Gold Ltd, an entity incorporated and registered in Malaysia acquired from
Crew Gold Corporation its equity share in the Corporation. In addition, the outstanding intercompany
advances to the Corporation from Crew Gold Corporation amounting to Php 727 million were also
assigned to Mindanao Gold Ltd.

The Corporation has written off its liabilities of Php 83 million to PJS Investment Corporation arising
from the settlement agreement entered into with the Corporation after the lapse of the two-year
prescription period provided for by the Share and Purchase Agreement as previously agreed by Crew
Gold Corporation and PJS Investment Corporation. The write-off is presented as other income net of
other charges.

Net losses before tax amounted to Php 599.5 million in 2009 from Php 351.6 million in 2008 and Php
26.6 million in 2007.

In 2009, provision for deferred income tax is Php1 million. Benefits from income tax are Php 8
million and Php 5 million in 2008 and 2007 respectively.

Net loss after tax amounted to Php 600.8 million in 2009 from Php 343.7 million in 2008 and Php
31.1 million in 2007. As explained above, the losses in 2009 were caused primarily by the non-cash


                                                  14
expenses related to the recognition of depletion, write-off of input taxes and provision for impairment
of assets in 2009.

Cash as at end of 2009 amounted to Php 16.8 million, compared to Php 27.3 million in 2008 and Php
82 million in 2007.

Accounts Receivable arising from uncollected sales of metals in 2009 amounted to Php 147 million
which were collected early in the following year. In previous years, the sales of metals were
conducted by Teresa Crew Gold Philippines, Inc. (Teresa) as an agent of Apex and accordingly,
receivables were recognized in Teresa’s books.

Inventories were higher at Php 194.5 million compared to Php 164.6 million in 2008. Inventories
amounted to Php 224 million in 2007.

The decrease in Prepayments and Other Current Assets in 2009 was mainly due to the write-off of
input value-added tax claims pertaining to 2008 and 2007, amounting to Php 71 million and Php 143
million, respectively.

Deferred exploration and development costs declined substantially by Php 1,262 million in 2009 due
to the transfer of accumulated development costs including provision for reforestation costs directly
related to Maco Mines into Mine and Mining Properties, in view of the Corporation’s declaration of
commercial operations. This reclassification amounted to Php 1,276 million, with a
corresponding depletion costs of Php 153 million.

Property, plant and equipment (PPE) as of December 31 decreased to Php 440.6 million in 2009 from
Php 619.7 million in 2008 and Php 719 million in 2007. The decrease in 2009 was mainly due to
provision of impairment amounting to Php 163 million.

The decrease in PPE was offset by the reclassification of assets held for sale amounting to Php 9
million.

Current liabilities as of December 31 amounted to Php 2,983.1 million in 2009, compared to Php
2,811.4 million in 2008 and Php 2,317 million in 2007.

The increase in Accounts Payable and Accrued Liabilities to Php 128 million from Php 104 million in
2008 were mainly from increased purchases of goods and services. Accounts payable and Accrued
Liabilities in 2007 amounted to Php 132 million. No significant amount of the Corporation’s trade
payables have been unpaid within their acceptable terms.

Advances from shareholders and affiliates increased to Php 2.9 billion in 2009 compared to Php 2.6
billion in 2008 and Php 2.1 billion in 2007 due to advances and transfers of inventories made to the
Corporation by certain of its shareholders and affiliated entities.

As discussed above, outstanding advances payable to Crew Gold Corporation amounting to Php 727
million were transferred to Mindanao Gold Ltd, while liabilities of Php 83 million to PJS Investment
Corporation were written off.

As of December 31, 2009, Non-current Liabilities amounted to Php 95.7 million, compared to Php
41.9 million in 2008 and Php 43 million in 2007.

Deferred Income Tax Liabilities increased to Php 50.4 million in 2009 compared to Php 23.3 million
in 2008 and Php 31 million in 2007. The increase in 2009 is mainly due to the higher unrealized
foreign exchange gains and revaluation surplus in property.


                                                  15
Under PAS no. 19, Accounting for Employees Benefits, the Corporation provided for the year
Accrued Retirement Cost amounting to Php 22.3 million compared to Php 11.9 million in 2008 and
Php5.6 million in 2007.

Provision for Mine Rehabilitation Costs increased to Php 22.3 million in 2009 from Php 6.6 million in
2008 due to the increase in estimated nominal cash flows for the rehabilitation of the Maco Mines.

The increase in Current Liabilities as discussed above significantly contributed to the increase in Total
Liabilities to Php 3.1 billion in 2009 from Php 2.9 billion in 2008 and Php 2.4 billion in 2007.


Deficit at year-end amounted to Php 1.8 billion in 2009 compared to Php 1.2 billion in 2008 and Php
898 million in 2007 in view of the net losses for the year which were primarily caused by the write-off
of input taxes, recognition of depletion costs and provision for impairment as discussed above.

Revaluation Surplus increased to Php 103.3 million in 2009 compared to Php 54.4 million in 2008
and Php 56.2 million in 2007.

Net cash used in operating activities amounted Php 7.2 million in 2009, Php 213.9 million in 2008
and Php 336.5 million in 2007.

Cash used in investing activities, principally the addition to PPE, amounted to Php 69.3 million in
2009 compared to Php 258.1 million and Php 1.3 billion in 2008 and 2007, respectively.

Net cash provided by financing activities amounted to Php 68.4 million in 2009 due to advances made
by the shareholders and affiliates of the Corporation. In 2008 and 2007, cash provided by financing
activities amounted Php 417 million and Php 1.7 billion, respectively.


Capital Deficiency

Capital deficiency (negative stockholders’ equity) amounted to Php 965.6 million compared to Php
425.1 million in 2008. This has been increasing since 2005 when Crew Gold acquired the equity
interest in Apex from its previous owners (the Puyat Group). During the 2005 acquisition, the
Corporation was already in a negative stockholders’ equity position of Php 33,430,329 as of
December 31, 2005.

At that time, various items of Apex’s plant and machinery were in a run-down and deteriorated state
and extensive refurbishment and updating has been ongoing since then to enable the Corporation to
begin operating at a capacity of 500 tonnes per day (tpd). The 500 tpd plant was actually
commissioned in December 2006 and the output continues to be ramped up to full production
capacity. The Corporation plans to further ramp up this capacity to 700 tpd by year end 2010

Up to year 2008, the Corporation has been substantially in a pre-operating stage wherein pre-
operating costs of the operation have extensively outweighed pre-operating revenues (from the sale of
gold and silver) and this has contributed to the increasing balance of the negative stockholders’
equity. The three-year pre-operating or development period was accordingly provided for in the
Corporation’s Mineral Production Sharing Agreement (MPSA), approved by Mines and Geosciences
Bureau on December 22, 2005 and the accounting for such revenues and costs was in accordance with
Philippines Generally Accepted Accounting Practice (GAAP) and International Accounting Standards
(IAS), specifically IAS 11 and IAS 16.

When Crew Gold transferred its equity holdings in the Corporation to Mindanao Gold Ltd, the current
production capacity was averaging 515 tpd at a negative stockholders’ equity of Php 965.6 million as
                                                   16
of December 31, 2009 as mentioned above, the new majority shareholder has created a plan to
gradually increase ore production from underground to 700t/d in September 2010. The strategy is to
increase ore production from stopes out of the blocked reserves ready for mining. This strategy
becomes viable with the testing and application of long hole mining using sequential top-down
method to augment current conventional stoping, re-fleeting of underground equipment by acquisition
of additional new units, and development of the other adjacent vein systems to replace mined out
reserves.

Once 700 tpd is consistently achieved, the Corporation plans to embark on a scoping study to test the
viability of increasing capacity to around 2,500 tpd.

Should the scoping study demonstrate commercial viability, the Corporation expects that the profits
that will be generated will gradually reduce and ultimately reverse the negative stockholders’ equity
position based on its latest proven and probable reserves statement as certified by a competent person
under the guidelines of the Philippine Mineral Reporting Code (PMRC) dated April 5, 2010 subject to
uncertainties including changes in market prices of gold and silver, fluctuations of exchange rate and
ability to convert resources into reserves


As of and for the six months ended 30 June 2010

For the six months ended June 30 2010, the Corporation’s sales amounted to Php 662.6 million or an
increase of Php 306.9 million from Php 355.7 million for the same period last year.

Total costs and expenses incurred for June 30, 2010 and 2009 amounted Php 843.9 million and Php
534.1 million. The increase was brought about in the following expenses:

    •   Depreciation, depletion and amortization by Php 166.2 million brought about by the
        depreciation of assets held for sale which are now treated as depreciable other assets and by
        the depletion of mining properties amounting to Php 98.3 million for this period in 2010.

    •   Materials and supplies by Php 51.5 million due to increased production

    •   Salaries, allowances and employee benefits by Php 25.5million due to increased manpower

    •   Rent by Php 47 million representing rental of mill equipment, the basis of which is 15% of
        sales

    •   Other operating expenses by Php 95.4million due to accruals of surface rights, royalties,
        additional excise taxes, professional fees, retirement benefits and utilities. For the surface
        rights, pending the final negotiation on the basis of settlement with the indigenous people, the
        Corporation temporarily accrued a contingent amount of Php 25 million.

Rentals primarily pertain to the lease of milling facilities from Teresa, which is settled through 15%
revenue sharing from Apex’s sale of metals.

Other income (expense) included foreign losses amounting to P8.4million principally arising from the
translation of the foreign currency-denominated advances from Mindanao Gold Limited at Php
46.78:USD 1.00 as of June 30, 2010 from Php 46.20:USD 1.00 as of December 31, 2009.

In October 2009, Mindanao Gold Ltd, an entity incorporated and registered in Malaysia acquired from
Crew Gold Corporation its equity share in the Corporation. In addition, outstanding intercompany
advances to Apex from Crew Gold Corporation amounting to Php 727 million were assigned to
Mindanao Gold Ltd.
                                                  17
Net loss amounted to Php 183.2 million for the six-months ended June 30, 2010 from Php 199.5
million for the same period last year, and as discussed above, the resulting net loss for the period were
attributable to increase in depreciation and depletion charges and accrual of surface rights, royalties
and retirement benefits which are non-cash in nature.

Cash as of June 30, 2010 amounted to Php 35.4million, compared to Php 16.8 million in 2009 and
Php 27.3 million in 2008.

Accounts Receivable arising from uncollected sales of metals in June 2010 amounted to Php 95.3
million as against Php 177 million as of December 31, 2009. Accounts Receivable amounted to Php
21 million in 2008.

Inventories were higher at Php 220.8 million compared to Php 194.5 million in 2009. Inventories
amounted to Php 164.6 million in 2008.

The increase in Prepayments and Other Current Assets as of June 2010 was mainly due to additional
input taxes for the period. However, starting June 2010, the Corporation has been certified as a 100%
exporter and henceforth all local purchases of goods and services are rendered automatically zero-
rated.

Property, plant and equipment as of June 30 increased to Php 2 billion in June 2010 from Php 1.9
billion in 2009. The increase in 2010 primarily relating to acquisition of underground mine equipment
to further support the Corporation’s new mining methodology in preparation for its planned expansion

Mine and Mining Properties decreased by Php 98.4 million in view of the depletion costs recognized
for the period.

Other non-current assets increased by Php 27.4 million arising from the increase in exploration and
development costs to Php 38.8 million brought about by commencement of exploration activities this
year. This was further increased by the purchase of GEMCOM software licenses amounting to Php
7.5 million. The said increase was offset by the reclassification of some idle assets to PPE amounting
to Php 18.8 million as a result of these assets being assets utilized to operations in 2010.

Current liabilities as of June 30, 2010 amounted to Php 3.1 billion as compared to Php 2.9 billion in
2009 and Php 2.8 billion in 2008.

The increase in Accounts Payable and Accrued Liabilities to Php 153.1 million from Php 128 million
in 2009 were mainly from accrual of surface rights and retirement benefits.

Advances from shareholders and affiliates amounted to Php 2.9 billion from Php 2.8 billion in 2009
and Php 2.6 billion in 2008.


As of June 30, 2010, non-current Liabilities amounted to Php 103.6 million compared to Php 95.7
million in 2009 and Php 41.9 million in 2008.

Under PAS no. 19, Accounting for Employees Benefits, the Corporation provided for the year
Accrued Retirement Cost amounting to Php 30.2 million compared to Php 22.3million in 2009. The
Corporation is currently finalizing its retirement plan for its employees.

The increase in Current Liabilities as discussed above significantly contributed to the increase in Total
Liabilities to Php 3.2 billion as compared to Php 3.1 billion in 2009.


                                                   18
Deficit at June 30, 2010 amounted to Php 2 billion as against Php 1.8 billion in 2009 and Php 1.2
billion in 2008 and Php 898million in 2007.

Net cash provided by operating activities amounted to Php 45.5 million for the six-month ended June
2010 as against cash used of Php 35.9 million for the same period in 2009.

Cash used in investing activities, principally the addition to PPE, amounted to Php 102.6.million for
the period ended June 30, 2010 vis-à-vis Php 39.8 million last year.

Net cash provided by financing activities amounted to Php 75.6 million for this period due to
recognition of additional advances from the shareholders and affiliates of the Corporation. For 2009
of the same period, cash provided by financing activities amounted Php 65.6 million.

Material Changes for the Second Quarter of 2010 vs. December 31, 2009

Apex Mining Co., Inc.
Comparative Balance Sheets
(all in Philippine Pesos)




                                           as at                        Change
                              30-Jun-10             31-Dec-09    Amount           %                Explanation


Current Assets
                                                                                           Sales collection during the 2
Cash                          35,440,129            16,836,351    18,603,778     110.50%   quarters

                                                                                           minimal COD purchase
Receivables                   95,364,718           177,053,157   (81,688,439)    -46.14%   transaction for the 2 quarters

                                                                                           Consignments, cable steel,
Inventories                  220,843,890           194,539,059    26,304,831     13.52%    purlins and other
                                                                                           consumables

Prepayments                  120,371,856            75,573,198    44,798,658     59.28%    input taxes during the quarter

   Total current assets      472,020,594           464,001,765     8,018,828

 Property and
Equipment - Net              421,053,407           440,581,063   (19,527,657)
Land and Land
                              35,515,000            35,515,000             0
Improvements
                                                                                           Fine Ore Bines, Maligaya
                                                                                           Office Construction, Boiler
Buildings & Structures       138,902,367           133,569,798     5,332,569      3.99%    foundation and perimeter
                                                                                           fencing @ Salakot

                                                                                           acquisition of 2 units
Mining Equipment             201,656,755           196,172,356     5,484,398      2.80%    Commutador and Kempee
                                                                                           UG drill

Mill Machineries &                                                                         acquisition of 2 units crane
                             544,078,126           540,954,195     3,123,931      0.58%    and boiler
Equipment
Dams and Diversions          306,982,635           306,982,635             0
                                                                                           Road Development -
Roads & Bridges               89,245,799            88,597,829       647,970      0.73%    Masarita Re-grading Charges

                                                                                           W/off Toyota Camry(DGC)
Transportation                 4,411,248             5,332,369     (921,121)     -17.27%   & disposal of dump truck

Power
Generator/Electrical          87,045,303            87,035,763         9,540      0.01%    1 Unit Induction Motor
Equipment

                                                           19
Drilling Equipment             133,929          52,362         81,567     155.77%    Rock drills

Field Equipment
(exploration)                        3                              3

                                                                                     One (1) unit Scoop tram plus
Heavy Mobile Equipment     387,676,220     369,427,734     18,248,486       4.94%    duties and taxes

                                                                                     purchases of slurry pumps,
Pumps & Motors              19,166,282      13,083,891      6,082,391      46.49%    preventive maintenance and
                                                                                     grinder repairs

                                                                                     50%Full payment;SI-
Communication                                                                        1847;radwin 2000 wireless
                             1,347,164         241,545      1,105,619     457.73%
Equipment                                                                            P2P bridge

Furniture & Equipment      174,061,300     173,734,309        326,991       0.19%    Elliptical fitness cross trainer

                                                                                     CISCO ports, Dell computers
Computer Equipment                                                                   and accessories plus software
                             3,839,838         693,786      3,146,052     453.46%
                                                                                     licensing

                                                                         1037376.2   Gym equipments
Small tools & equipment         41,499               4         41,495
                                                                               5%
Mine ventilation                                                                     RR-DW-13603 - Fan axial
                            26,806,596      25,889,930        916,667       3.54%
equipment
Property Plant &
Equipment - ARO                848,559         848,559              0

                                                                                     contracted services and
PPE in Progress             39,220,309       7,696,606     31,523,704     409.58%    various constructions during
                                                                                     the quarters

  PPE at Cost             2,060,978,931   1,985,828,669    75,150,262
Accumulated                                                                          depreciation for 6 months
                          1,639,925,524   1,545,247,606    94,677,919       4.48%
Depreciation


Deferred Mine                                                                        Portals L720, L510 and Don
Exploration & Dev           57,578,955      18,801,876     38,777,078     206.24%    Joaquin exploration activities
Costs                                                                                during the quarter



Mine & Mine Properties    1,040,645,779   1,139,067,336   (98,421,556)     -8.64%    depletion for 6 months



Other Assets                39,411,995      50,766,418    (11,354,423)

                                                                                     heavy mine equipments used
Idle Assets, net
                            18,822,412      37,644,823    (18,822,411)    -50.00%    in operations were reclassed
                                                                                     to PPE

                                                                                     Amortization during the
Others                      20,589,584      13,121,595      7,467,988      56.91%    quarters & purchase of
                                                                                     Gemcom Software



Total Assets              2,030,710,730   2,113,218,459   (82,507,729)



Current Liabilities       3,076,680,379   2,983,133,691    93,546,688
Accounts Payable &                                                                   Accrual of Surface Rights
                           153,121,291     128,093,885     25,027,406      19.54%
Accrued Liabilities
Due (to) CGC
                                                                                     payment of Mapula audit and
Due (to) Mapula            941,591,912     941,894,588      (302,676)      -0.03%    legal retainers' fee

                                                                                     Mill equipment rental (net of
                                                                                     5% remittance)during the 2
Due from (to) Teresa      1,245,768,517   1,186,074,289    59,694,228       5.03%
                                                                                     quarters

Due from (to) MGL          736,198,659     727,070,929      9,127,730       1.26%
                                                                                     Forex translations during the

                                                    20
                                                                                          quarters



Non-Current Liabilities       103,643,697        95,703,419       7,940,278

Deferred Tax Liability         50,397,386        50,397,386               0
Asset Retirement
                               23,038,716        23,038,716               0
Obligation

Accrued Retirement                                                                        Retirement exp -ANC/PSL
                               30,207,595        22,267,317       7,940,278     35.66%
Payable                                                                                   @ Jan-Jun'10




Total Liabilities           3,180,324,076     3,078,837,109     101,486,966



Total Capital Stock           863,358,797       864,193,968        (835,171)

Capital Stock                 756,682,170       756,682,170               0
Capital in excess of par
                                4,224,410         4,224,410               0
value &
                                                                                      -
Revaluation increment         102,452,217       103,287,388        (835,171)   12367.22   Mine Ventilation Equipment
                                                                                     %    revaluation
Retained
                           (2,012,972,143)   (1,829,812,618)   (183,159,525)
Earnings(Deficit)
At beginning of the year   (1,829,812,618)   (1,829,812,618)              0
                                                                                          additional losses for the 2
For the quarter and year    (183,159,525)                      (183,159,525)              quarters


Total capital deficiency   (1,149,613,346)    (965,618,650)    (183,994,696)


Total Liabilities and
                            2,030,710,730     2,113,218,459     (82,507,729)
Equity




Top Five (5) Key Performance Indicators

The key performance indicators discussed below are not based on Generally Accepted Accounting
Principles (GAAP) financial measures and are therefore not audited. Similar data may be interpreted
and presented differently when compared to other entities’ data.

1) Tonnes Milled and Ore Grade

Tonnage, ore grade and metal recovery determine production and sales volume. The higher the
tonnage, grade of ore and recovery, the more metals are produced and sold.

The mill plant processed a total of 151,320 tonnes with a mill heads of 5.13 gpt Au and 30.34 grams
per tonne silver, with average calculated metal recovery of 83.52% and 46.27% respectively for gold
and silver. This is 12% lower compared to the 2008 throughput of 171,760 tonnes. Likewise, gold
ounces produced fell from 21,618 oz in 2008 to 20,727 oz in 2009. The decrease in production was
attributed to the flash flood incident that occurred on January 15, 2009. Mining and milling operations
were intermittent since then and came to normalize only last March 9, 2009.

Gold ounces and silver ounces shipped for the year 2009 were 20,783 and 75,725 respectively.


2) Tonnes Mined and Tonnes per Day


                                                         21
The Maco mine production attained 148,417 tons with a grade of 5.88 Au, g/t compared to the
162,925 tons with a grade of 5.2 g/t of gold ores produced in 2008. Ore produced were sourced from
the stopes and on vein development drives.

Development for 2009 achieved an aggregate total of 4,266 meters, 2171 meters and 2095 meters
were on vein drifting and waste development drives respectively. The achieved development meter
was lower compared to 5,993 meters attained in 2008.

The lower production and development attained in 2009 was primarily attributed to the dewatering
and rehabilitation of the Maligaya and Sandy mine resulting from the flash flood that occurred last
January 2009.

The average tonnes mined per day for 2009 is 459.


3) Total Production Cost Per Tonne and Operating Cost Per Ounce

The Corporation’s average cash operating cost per tonne is a key performance indicator. A lower cash
cost per tonne reflects an improvement in operating efficiency.

At the same cost level, higher production volume results to lower cost per tonne. The same essentially
applies at the same production volume but lower operating cost.

This is also applicable to cost per ounce gold, but in addition the gold grade is also considered, as it
affects metal production, as well as the exchange rate, as it affects the conversion from dollars to
pesos.

In 2009, the total production cost (excluding marketing charges, rentals, excise taxes, royalties
depreciation and amortization and other non-cash expenses) per tonne of ore milled was Php 5,098
from the total production cost of Php 771.5 million over ore milled of 151,320 tonnes.

Total cash operating cost for the year amounts to Php 816.5 million (including marketing charges
,excise taxes and royalties) while cost per ounce to produced gold before silver revenue credits was
Php 39,457 (USD 828/oz) in 2009.

After silver revenue credit, the corresponding cost per ounce was Php 37,444 (USD 786/oz) in 2009.


4) Earnings Before Interests, Taxes, Depreciation and Amortization (EBITDA)

Despite the capital deficiency, the Corporation earned a positive EBITDA during its initial year of
operations in 2009.

EBITDA is an indication of the Corporation’s ability to generate cash from its operations to support
its working capital requirements and immediate capital expenditure requirements. Positive EBITDA
represents positive cash profit from operations.

(As of December 31, 2009, the peso to dollar exchange rate was at Php 46.4211 compared to Php
48.0942 as of December 31, 2008.)

Other Qualitative and Quantitative Factors



                                                  22
The Corporation has no off-balance sheet transactions, arrangements, obligations, and other
relationships of the Company with unconsolidated entities or other persons created during the
financial year 2009 and until the second quarter of 2010 (the “interim period”).

The Corporation is subject to liquidity risk which represents the risk that difficulty may be
encountered in raising funds to meet its commitments associated with financial obligation and
daily cash flow requirement. This may arise from the Corporation’s inability to quickly
convert its non-cash financial assets into cash when needed. As part of its liquidity program,
the Corporation conducts regular monitoring of projected and actual cash flow information.

Other than the foregoing, there are no material commitments, events or uncertainties that will
have a material impact on the Corporation’s liquidity.

Further, the Corporation does not know of any trends, demands, commitments, events or
uncertainties that will have a material impact on the Company’s liquidity.

The Corporation did not make any material commitments for capital expenditures that would
have and important impact on its liquidity.

The same accounting policies and methods of computation are followed in the interim
financial statements as compared with the most recent annual financial statements. The
financial statements have been prepared in accordance with the Philippine accounting
standards (PAS) and Philippine Financial Reporting Standards (PFRS) issued by the
Accounting Standards Council (ASC) of the Philippines. The 2005 Financial Statement is the
Corporation’s first annual financial statement prepared in compliance with PFRS.

The ASC approved the issuance of new and revised accounting standards, which are based on
the revised International Accounting Standards (IAS) and new International Financial
Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).
The ASC has renamed the standards that it issued to correspond better with the issuance of
the IASB. PAS correspond to adopted IAS while PFRS correspond to adopted IFRS.
Previously, standards issued by the ASC were referred to as Statement of Financial
Accounting Standards (SFAS).

The ASC issued new and revised PAS to conform to the IAS issued by the International
Accounting Standards Committee. The Corporation adopted the following PAS which
became effective on January 2005.

          i. PAS 19 – Employees Benefits
         ii. PAS 32 – Financial Instruments: Disclosure and Presentation
        iii. PAS 39 – Financial Instruments: Recognition and Measurement

Since the new management entered the Company only at the last quarter of the year 2009,
Mr. Deogracias G. Contreras, Jr. still has to sign the Statement of Management
Responsibility even if he relinquished his position as President and CEO of the Company
effective December 31, 2009. The new management believed that as the highest executive
representative of the previous management, he is still responsible for all the information and
representations contained in the financial statements for the years ended December 31, 2009
and 2008.
                                             23
The Corporation has no significant seasonality or cyclicality in its business operations that
would have a material effect on the financial condition or results of operations.

There are no items affecting assets, liabilities, equity, net income, or cash flows that are
unusual because of their nature, size or incidents.

There are no changes in estimates of amounts reported in prior interim periods of the current
financial year or changes in estimates of amounts reported in prior financial years.

There are no issuances, repurchases, and repayments of debt and equity securities during the
financial year 2009 and the interim period.

Segment reporting is not applicable to the Corporation.

There are no material events subsequent to the end of the interim period that have not been
reflected in the unaudited financial statements for the interim period.

There are no changes in the composition of the Corporation during the interim period,
including business combinations, acquisitions or disposal of subsidiaries and long-term
investments, restructurings, and discounting operations.

There are no changes in contingent liabilities or contingent assets since the last annual
balance sheet.

The Corporation is not aware of any event that may trigger direct contingent financial
obligations that is material to the Corporation including any default or acceleration of an
obligation.

There are no material contingencies and any other events or transactions that are material to
an understanding of the interim period.

The term “material” in the preceding paragraph refers to changes or items amounting to five
percent [5%] of the relevant accounts or such lower amount which Apex deems material on
the basis of other factors.

The Corporation is not aware of any trends, events or uncertainties that would have a material
impact on the net income of the Corporation from continuing operations.

There are no significant elements of income or loss that did not arise from the Corporation’s
continuing operations.


Financial Statements

The Audited Financial Statements as of 31 December 2009 and Financial Statements as of 30 June
2010 are presented in Annex “A.”




                                             24
Information on Independent Accountants and other Related Matters

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There are no changes in and/or disagreements with independent accountants on accounting and
financial disclosure and no change in the Corporation’s independent accountants during the two most
recent fiscal years or any subsequent interim period.




                                                25
         ~                           APEX MINING CO., INC.


                 STATEMENT OF MANAGEMENT'S RESPONSIBILITY

                        FOR FINANCIAL STATEMENTS




 The management of Apex Mining Co., me. (the "Company") is responsible for all
 information and representations contained in the financial statements for the years ended
 December 31,2009 and 2008. The financial statements have been prepared in conformity
 with Philippine Financial Reporting Standards and reflect amounts that are based on the best
 estimates and informed jndgment of management with an appropriate consideration to
 materiality.

 In this regard, management maintains a system of accounting and reporting which provides
 for the necessary internal controls to ensure that transactions are properly authorized and
 recorded, assets are safeguarded against unauthorized use or disposition and liabilities are
 recognized. The management likewise discloses to the company's andit committee and
 to its external auditor: (i) all significant deficiencies in the design or operation of
 internal controls that could adversely affect its ability to record, process, and report
 financial data; (ii) any fraud that involves management or other employees who
 exercise significant roles in internal controls.

 The Board of Directors reviews the financial statements before snch statements are approved
 and submitted to the shareholders of the Company.

 Isla Lipana & Co., the indepeudent auditors appointed by the shareholders, has examined the
 financial statements of the Company in accordance with Philippine Standards on Auditing
 and has expressed its opinion on the fairness of presentation in accordance with Philippine
 Financial Reporting Standards upon completion of such examination, in its report to the
 shareholders.




~tterno~
 Chairman of the Board




        Unil 1704 17th Floor, Prt'stige Tower Cunoomlnilim. F. Ortipl Jr. ROBd. Ortig:u Center, Pnig City

                                  Tel. Nos.: 706-21105/706-2S06 • Fu Nu.: 706-2804

REPUBLIC OF THE PHILIPPINES)
                                I 5.5.


                                                               ,   ,
       SUBSCRIBED AND SWORN to before me this _ _ dayof                . affiant(s)
exhibiting to me their respective PassporUSss Numbers, as follows:



          NAMES                           Passport/SS5 No.

COLIN D. PATTERSON                        E3069926 issued on 7/15/08
                                               Until 7115/2018

DEOGRACIAS G CONTRERAS, JR                SSS#33-06981 04·0

ROOOLFO G BRAVO                           SSS#33-{;031520-9




Doc. No.~'~>0-::-;
Page No.: {j ~
Book No.. L 'Yv I
Series of 20m.
                                                                             A member firm of



 Isla Lipana & Co.
                                                                             Isla Lipana & Co.
                                                                             29th Floor, Philamlife Tower
                                                                             8767 Paseo de Roxas
                                                                             1226 Makati City, Philippines
                                                                             Telephone +63 (2) 845 2728
                                                                             Facsimile   +63 (2) 845 2806
Statement required by Section 8 - A, Revenue Regulation No. V-I              pwc.com




To the Board of Directors and Shareholders of
Apex Mining Co., Inc.
Unit 1704, 1ih Floor Prestige Tower
F. Ortigas Jr. Road, Ortigas Center
Pasig City



None of the partners of the firm have any financial interest in the Company or any family
relationships with its president, manager, or shareholders.

The required information regarding taxes paid or accrued during the year is shown in the
attached schedule oftaxes and licenses for the year ended December 31, 2009.


Isla Lipana & Co.




Rodelio C. Acosta
Partner
CPA Cert. No. 53756
P.T.R. No. 0007688; issued on January 13,2010 at Makati City
SEC AN. (individual) as general auditors 0054-AR-2
SEC AN. (firm) as general auditors 0009-FR-2
T.I.N. 182-934-430
BIR AN. 08-000745-18-2007; issued on August 24, 2007; effective until August 24, 2010
BOA/PRC Registration No. 0142; effective until December 31, 2010


Makati City
April 8, 2010
                                                                                 A member urrn of



 Isla Lipana & Co.
                                                                                 Isla Lipana & Co.
                                                                                 29th Floor, Philamlife Tower
                                                                                 8767 Paseo de Roxas
                                                                                 1226 Makati City, Philippines
                                                                                 Telephone +63 (2) 845 2728
                                                                                 Facsimile   +63 (2) 845 2806
Independent Auditor's Report                                                     pwc.com


To the Board of Directors and Shareholders of
Apex Mining Co., Inc.
Unit 1704, 1ih Floor Prestige Tower
F. Ortigas Jr. Road, Ortigas Center
Pasig City

We have audited the accompanying financial statements of Apex Mining Co., Inc. which
comprise the balance sheets as of December 31, 2009 and 2008 and the statements of total
comprehensive income, changes in equity and cash flows for each of the three years in the
period ended December 31, 2009, and a summary of significant accounting policies and other
explanatory notes.

Management S responsibility for the financial statements

Management is responsible for the preparation and the fair presentation of these financial
statements in accordance with Philippine Financial Reporting Standards. This responsibility
includes: designing, implementing and maintaining internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether
due to fraud or error; selecting and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the circumstances.

Auditor S responsibility

Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with Philippine Standards on Auditing. Those
standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor's
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity's preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on th            ivenes of the
entity's internal control. An audit also includes evaluati          ppro r                ounting
policies used and the reasonableness of accounting e tima                             \,~ s well as
evaluating the overall presentation of the financial sta:t'l\~M.Il~:----                0lJ
                                                                                  \S\~~
 Isla Lipana & Co.



Independent Auditor's Report
To the Board of Directors and Shareholders of
Apex Mining Co., Inc.
Page 2


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.

Opinion

In our opinion, the accompanying financial statements present fairly, in all material respects,
the financial position of Apex Mining Co., Inc. as of December 31,2009 and 2008 and its
financial performance and cash flows for each of the three years in the period ended
December 31,2009 in accordance with Philippine Financial Reporting Standards.

Isla Lipana & Co.




Rodelio C. Acosta
Partner
CPA Cert. No. 53756
P.T.R. No. 0007688; issued on January 13,2010 at Makati City
SEC AN. (individual) as general auditors 0054-AR-2
SEC AN. (firm) as general auditors 0009-FR-2
T.I.N. 182-934-430
BIR AN. 08-000745-18-2007; issued on August 24,2007; effective until August 24,2010
BOAfPRC Registration No. 0142; effective until December 31, 2010

Makati City
April 8, 2010
 Isla Lipana & Co.



Independent Auditor's Report
To the Board of Directors and Shareholders of
Apex Mining Co., Inc.
Page 2


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.

Opinion

In our opinion, the accompanying financial statements present fairly, in all material respects,
the financial position of Apex Mining Co., Inc. as of December 31,2009 and 2008 and its
financial performance and cash flows for each of the three years in the period ended
December 31,2009 in accordance with Philippine Financial Reporting Standards.

Isla Lipana & Co.




Rodelio C. Acosta
Partner
CPA Cert. No. 53756
P.T.R. No. 0007688; issued on January 13,2010 at Makati City
SEC AN. (individual) as general auditors 0054-AR-2
SEC AN. (firm) as general auditors 0009-FR-2
T.I.N. 182-934-430
BIR AN. 08-000745-18-2007; issued on August 24,2007; effective until August 24,2010
BOAfPRC Registration No. 0142; effective until December 31, 2010

Makati City
April 8, 2010
                                       APEX MI I G CO ., I C.

                                           BALA CE SHEETS
                                    DECEMBER 31, 2009 A D 2008
                                     (All amounts in Philippine Peso)

                                                              otes             2009              2008
                                                ASSETS
Current assets
   Cash                                                        5             16,836,351         27,304,116
   Receivables, net                                            6            177,053,157         21,008,555
   Inventories                                                 7            194,539,059        164,602,468
   Prepayments and other current assets                        8             75,573,198        216,551,613
                                                                            464,001,765        429,466,752
   Assets held for sale                                        11                               83,815,420
      Total current assets                                                  464,001,765        513,282,172
Non-current assets
   Deferred exploration and development costs                  9              18,801,876     1,281,008,900
   Mine and mining properties                                  10         1,139,067,336
   Property, plant and equipment, net                          11           440581 064        619,653,330
   Other assets                                              9,11            50,766418          14,325,217
      Total non-current assets                                            1,649,216,694     1,914,987,447
Total assets                                                              2,113,218,459     2,428,269,619
                                      LIABILITIES                   ITY
Current liabilities
   Accounts payable and accrued liabilities                   12            128,093,885       103,804,264
   Advances from shareholders and affiliate                   18          2,855,039,806     2,624,500,778
   Due to PJS Investment Corporation                         1,20                              83,162,204
       Total current liabilities                                          2,983,133,691     2,811,467,246
Non-current liabilities
   Deferred income tax liabilities                             14            50,397,386        23,331,584
   Accrued retirement benefits                                 15            22,267,317        11,931,871
   Provision for mine rehabilitation cost                      13            23,038,716         6,594,561
      Total non-current liabilities                                          95,703,419        41,858,016
       Total liabilities                                                  3,078,837,110     2,853,325,262
Equity
    Share capital                                                           756,682,170        756682,170
    Share premium                                                             4,224,410          4,224,410
   Revaluation surplus                                                       103,287,388        54,440,362
   Deficit                                                                (1,829,812,619)   (1,240,402,585)
        Capital deficiency   ~                                              (965,618,651)    (425,055,643)
Total liabilities and equity LT -      •...                                2,113,218,459    2,428,269,619

               The notes on pages 1 to 38 are an integral part of these fmancial statements.
                                        APEX MINING CO., INC.

                STATEMENTS OF TOTAL COMPREHENSIVE INCOME
      FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009
                          (All amounts in Philippine Peso)

                                                 Notes         2009             2008             2007
Revenue
   Gold                                                     952,798,130
   Silver                                                    65,452,277
                                                          1,018,250,407
Costs and expenses
   Depreciation, depletion and amortization  10, 11         355,052,883        7,007,115       10,931,432
   Materials and supplies                      7            322,277,417       31,273,803        3,303,232
   Impairment loss on write-off of input VAT   8            214,098,706
   Salaries, allowances and employee
     benefits                                15, 18         197,859,648       79,024,684       16,847,172
   Rent                                        18           169,401,050        5,423,422        3,778,753
   Impairment loss on property, plant and
     equipment                                 11           162,674,211
   Other operating expenses                    19           280,640,687      137,182,251       15,239,581
                                                          1,702,004,602      259,911,275       50,100,170
Loss from operation                                        (683,754,195)    (259,911,275)     (50,100,170)
Other income (expense)
   Foreign exchange gain (loss), net               22        15,368,756      (91,951,082)      24,047,055
   Interest and other income (expense)             20        68,853,778          283,792         (587,584)
                                                             84,222,534      (91,667,290)      23,459,471
Loss before income tax                                     (599,531,661)    (351,578,565)     (26,640,699)
(Provision for) Benefit from deferred
  income tax                                       14         (l,255,465)      7,907,466       (4,497,834)
                                                           (600,787,126)    (343,671,099)     (31,138,533)

                                                                                                4,614,652

                                                                                  (61,445)

                                                                                                6,057,203

                                                                                   18,433      (3,735,149)
                                                                                  (43,012)      6,936,706
Total comprehensive    loss for the year                                    (343,714,111)     (24,201,827)
Loss per share - Basic and diluted                                                  (0.45)          (0.04)

             The notes on pages 1 to 38 are an integral part of these financial statements.
                                                      APEX MINING CO., INC.

                                        STATEMENTS OF CHANGES IN EQUITY
                        FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009
                                            (All amounts in Philippine Peso)

                                                               Share          Share       Revaluation
                                                              capital       premium         surplus              Deficit           Total
Notes                                                            16                            11
Balances at January 1, 2007                                 756,682,170     4,224,410      51,183,360          (869,229,645)    (57,139,705)
Net loss for the year                                                                                           (31,138,533)    (31,138,533)
Other comprehensive income
    Appraisal increase, net of tax                                                          2,999,524                             2,999,524
    Transfer of portion of revaluation surplus
      absorbed through depreciation, net of tax                                             (1,887,718)           1,887,718
    Increase in revaluation surplus due to
      change in deferred income tax rate                                                    3,937,182                 -           3,937,182
                                                                                            5,048,988             1,887,718       6,936,706
Total comprehensive loss for the year                             -              -          5,048,988           (29,250,815)    (24,201,827)
Balances at December 31,2007                                756,682,170     4,224,410      56,232,348          (898,480,460)    (81,341,532)
Netloss for the year                                              -              -              -              (343,671,099)   (343,671,099)
Other comprehensive income
    Transfer of portion of revaluation surplus
      absorbed through depreciation and depletion,
      net of tax                                                                           (1,748,974)            1,748,974
    Disposal of property, nlant and eouiorneet'                                                (43,012)                              (43,012)
                                                                                           (1,791,986)         1,748,974             (43,012)
Total comnrehensive loss fl                                                                (1,791,986)      (341,922,125)      (343,714,111)
                             \
Balances at December 31, 20                                                 4,224,410      54,440,362     (1,240,402,585)       425,055,643)
Net loss for the year           ,"                                                                           600,787,126)       600,787,126)
Other co~pre~ensive income ,\\\. '\
   Appraisal mcrease, net of tax \ ~\                                                      60,224,118                            60,224,118
   Transfer of portion of revaluad~s~tcrs
      absorbed through depreciation '~d depletion,
      net of tax                                                  -              -        (11,377,092)         11,377,092
Total comprehensive loss for the year                             -              -         48,847,026       (589,410,034)      (540,563,008)
Balances at December 31, 2009                               756,682,170     4,224,410     103,287,388     (1,829,812,619)      (965,618,651)

                              The notes on pages 1 to 38 are an integral part of these financial statements.
                                        APEX MI ING CO., I C.

                          STATEMENTS OF CASH FLOWS
       FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31,2009
                           (All amounts in Philippine Peso)

                                                     otes        2009              2008              2007
Cash flows from operating activities
    Loss before income tax                                   (599,531,661)    (351,578,565)       (26,640,699)
    Adjustments for:
        Unrealized foreign exchange (gain)
          loss, net                                          (15,781,449)       85,271,130        (23,593055)
        Impairment of inventories                     7        3,350,394
        Impairment loss on write-off of input VAT     8      214,098,706
        Loss on write-off of property, plant and
          equipment                                  19         3,753,553       14,892,559
        Gain from extinguishment of liability        20       (83,162,204)
        Impairment loss on property, plant and
          equipment                                   11      162,674,211
        Impairment loss on assets held for sale       11                        27,553,672
        Loss from assignment                         20       10,864,963
        Depreciation, depletion and amortization    10, 11   355,052,883         7,007,115         10,931,432
        Retirement benefits expense                   15      10,335,446         7,962,254          5,312,414
        Gain on sale of property, plant and
          equipment                                  20                           (213,750)
        Interest expense                              9                            666,180            598,750
        Interest income                              20          (120,342)         (59,137)           (11,166)
    Operating income (loss) before working
     capital changes                                          61,534,500      (208,498,542)       (33,402,324)
    Changes in working capital:
        Receivables, net                             6         (8,799,858)      31,965,171       (54,495,236)
        Inventories                                  7        (11,439,659)      59,046,989      (223,649,457)
        Prepayments and other current assets         8        (73,120,291)     (66,473,823)     (150,026,519)
        Accounts payable and accrued liabilities     12        24,557,442      (28,319,523)      125,048,894
    Retirement benefits paid                         15                         ( 1,668,597)
     Net cash absorbed by operations                           (7,267,866)    (213,948,325)      (336,524,642)
     Interest received                                             60,295            59,137             11,166
Net cash used in operating activities                          (7,207,571)    (213,889,188)      (336,513,476)
Cash flows from investing activities
     Acquisition of property, plant and equipment    11       (55,732,019)    (170,546,001)      (699,092,027)
     Proceeds from sale of property, plant and
       equipment                                     11                            500,000
     Increase in deferred exploration and
       development cost                               9       (13,584,800)     (83,793,431)      (603,753,448)
     Increase in other assets                                      (38,998)      (4,237,377)       (10,087,840)
  et cash used in investin activities                         (69,355,817)    (258,076,809)    (1,312,933,315
Cash flows from financing activity
     Net increase in advances from sbareholaers"
       and affiliate                                                          417,001,320       1,729,583,476
Effect of exchan e rate chan es .                                                  137,832            191,280
Net (decrease) increase in cash                                               (54,826,845)         80,327,965
Cash at be innin of the ear \                                                  82,130,961           1,802,996
Cash at end of the ear                                                                             82,130,961
                                                     SEC NO.: 40621




         APEX MINING CO., INC
          Number of stockholders: 2,919
Number of stockholders with at least 100 shares: 2,883



      Unit 1704 17th Floor Prestige Tower Cond.
   F. Ortigas Jr. Road, Ortigas Center, Pasig City



              Telephone no.: 706-2805




               DECEMBER 31, 2009




            FINANCIAL STATEMENTS
                                                                                      Schedule E

                                  APEX MINING CO., INC.

                                    OTHER ASSETS
                                   DECEMBER 31, 2009


                                                                Deductions
                                                                         Charged
                                                      Charged to
                     Beginning          Additions      cost and          to other     Ending
                      Balance           (at cost)      expense           accounts     Balance
Deposits            P11,839,871     P      39,100    P      -        P     -        P11,878,971
Intangible assets     2,485,246               -       (1,242,623)          -          1,242,623
Idle assets                -            37,644,824          -              -         37,644,824
                    P14,325,217     P37,683,924      P(1,242,623)    P     -        P50,766,418
                                                                                       Schedule G


                               APEX MINING CO., INC.

                        INDEBTEDNESS TO RELATED PARTIES
                               DECEMBER 31, 2009


                          Balance at
                                         Balance at end
     Related party       beginning of
                                           of period                     Description
                            period
                                                            Pursuant to the Share and Purchase
                                                            Agreement, Mindanao Gold Ltd.
Crew Gold Corporation   P 734,586,295     P        -        (Mindanao Gold) has agreed to assume
                                                            the entire outstanding advances from
                                                            Crew Gold Corporation (Crew Gold)
                                                            amounting to $15,737,466 or
                                                            P727,070,929. By virtue of the
                                                            assignment, Mindanao Gold obtains Crew
                                                            Gold’s rights, interests, benefits and
                                                            obligations with respect to these
                                                            advances.


Mindanao Gold Ltd               -             727,070,929 Please see related comments above.


Teresa Crew Gold          946,536,256     1,186,074,289 Additional charges refer to costs of
 (Philippines), Inc.                                    materials transferred during the year
                                                        and rent charged against the Company
                                                        for the lease of milling equipment.

Mapula Creek Gold         943,378,227         941,894,588
 Corporation
                        P2,624,500,778   P2,855,039,806
                                                                                           Schedule I

                                            APEX MINING CO., INC.

                                              CAPITAL STOCK
                                             DECEMBER 31, 2009


                                              Total number
                                                of shares
                                               subscribed,     Number of
                                               issued and        shares
                                               outstanding    reserved for
                                                                 option
                                                as shown                     Number of
                                                               warrants,
                      Number of               under related                  shares held    Directors,
                                                              conversions
                        shares       Par      balance sheet    and other      by related   officers and
   Title of issue     authorized    value        caption         rights        parties     employees       Others


Common stock
 Class “A”            480,000,000   P1        461,180,996          -         338,729,592       1,197      122,450,207

  Class “B”           320,000,000   P1        295,737,246          -         211,534,806         -         84,202,440
Total shares
  subscribed,
  issued and
  outstanding         800,000,000             756,918,242          -         550,264,398       1,197      206,652,647


less: subscriptions
      receivable                                  (236,072)        -              -              -             -
                                              756,682,170                    550,264,398       1,197      206,652,647
APEX MINING CO., INC.
BALANCE SHEETS
AS AT JUNE 30, 2010 (with comparative figures for
the years ended December 31, 2009 and 2008)


                                                    June 30, 2010       December 31, 2009       December 31, 2008
                                                    (UNAUDITED)                        (AUDITED)
ASSETS


Current Assets

Cash                                                      35,440,129            16,836,351              27,304,116

Receivables                                               95,364,718           177,053,157              21,008,555

Inventories                                              220,843,890           194,539,059             164,602,468

Prepayments                                              120,371,856            75,573,198             216,551,613
   Total current assets                                 472,020,594           464,001,765             429,466,751


Non-current Assets

Property, plant and equipment, net                       421,053,407           440,581,063             619,653,329

Assets Held for Sale                                                0                       -           83,815,420

Mine & Mining properties                                1,040,645,779         1,139,067,336                      0

Other non-current assets                                  96,990,950            69,568,295            1,295,334,118
   Total Non-current assets                            1,558,690,136         1,649,216,694           1,998,802,867


TOTAL ASSETS                                           2,030,710,730         2,113,218,460           2,428,269,619




LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilites

Accounts payable and accrued expenses                    153,121,291           128,093,885             103,804,263

Advances from stockholdrs and affiliates                2,923,559,088         2,855,039,806           2,624,500,777

Due to PJS Investments Corporation                                  0                       -           83,162,205
   Total current liabilities                          3,076,680,379          2,983,133,691           2,811,467,245


Non-Current Liabilities

Deferred Tax Liability                                    50,397,386            50,397,386              23,331,585

Asset Retirement Obligation                               23,038,716            23,038,716               6,594,561

Accrued Retirement Payable                                30,207,595            22,267,317              11,931,871
                                                        103,643,697            95,703,419              41,858,016


Total Liabilities                                      3,180,324,076         3,078,837,110           2,853,325,261
    Stockholders' Equity

    Capital Stock                                    756,682,170       756,682,170       756,682,170

    Capital inexcess of par value                      4,224,410         4,224,410         4,224,410

    Revaluation surplus                              102,452,217       103,287,388        54,440,362

    Deficit                                       (2,012,972,143)   (1,829,812,619)   (1,240,402,584)
       Total stockholders' Equity                (1,149,613,346)    (965,618,651)     (425,055,642)


    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    2,030,710,730     2,113,218,459     2,428,269,619


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
    APEX MINING CO., INC.
    UNAUDITED STATEMENT OF CHANGES IN
    EQUITY
    AS AT JUNE 30, 2010


                                                    Six Months Ended June 30
                                                   2010                 2009



    CAPITAL STOCK - P1 PAR VALUE            756,682,170          756,682,170



    ADDITIONAL PAID-IN CAPITAL                4,224,410            4,224,410



    REVALUATION INCREMENT                   102,452,217           56,232,348


    DEFICIT

      Beginning of period                (1,915,433,435)       (898,480,460)

      Net loss for the period               (97,538,708)       (362,218,491)

      End of period                      (2,012,972,143)      (1,260,698,951)




    TOTAL EQUITY                        (1,149,613,346)       (443,560,023)


 

 

 

 

 

 

 

 

 

 

 

 
    APEX MINING CO., INC.
    UNAUDITED STATEMENTS OF
    OPERATIONS
    For the six months ended June 2010
    and June 2009



                                         Apr-June 2010      Jan-Jun 2010       Apr-June 2009       Jan-Jun 2009


    Sale of Gold                            (336,929,165)      (620,833,739)      (195,413,059)       (343,165,371)
    Sale of Silver                           (21,172,847)       (41,754,194)        (7,447,595)        (12,530,218)
    Total                                  (358,102,012)      (662,587,934)      (202,860,655)       (355,695,589)


    Cost of Sales
    Mining Cost                               248,647,612       444,563,382         238,171,560        356,673,190
    Milling Costs                             105,843,579       193,041,031          37,149,242         67,794,636
    Marketing Costs                             5,634,670         7,686,775                    0                  0
    Total                                   360,125,861        645,291,188         275,320,802        424,467,826


    Gross Loss                                 2,023,849       (17,296,746)         72,460,148         68,772,236


    General and Administrative Costs         110,842,972        198,631,971          52,781,900        109,611,846


    LOSS FROM OPERATIONS                    112,866,821        181,335,225         125,242,048        178,384,083


    Other (Income)Charges                    (2,127,672)          1,824,299          15,955,227         21,167,126


    NET (INCOME) LOSS FOR THE QUARTER       110,739,149        183,159,524         141,197,274        199,551,209




    LOSS PER SHARE                                 0.146              0.242              0.187               0.264


 

 

 

 

 

 

 
                 

APEX MINING CO., INC.
UNAUDITED STATEMENT OF CASH FLOW
For the six months ended June 2010 and June
2009



                                                               Apr-Jun 2010      Jan-Jun 2010      Apr-Jun 2009       Jan-Jun 2009


CASH FLOW FROM OPERATING ACTIVITIES
Net loss                                                         (110,739,149)     (183,159,524)      (141,197,274)     (199,551,209)
Depreciation, depletion & Amortization                             108,335,618       193,099,475       158,631,041        193,281,391

Operating loss before changes in working capital                   (2,403,531)         9,939,951        17,433,767        (6,269,818)
Increase in receivables and advances                              (22,463,372)        81,688,439         3,146,628          5,505,589
Increase in Inventory                                             (11,356,365)      (26,304,831)        (6,552,622)         3,127,305
Increase (decrease) in accounts payable and accrued expenses        57,480,349        25,027,406       (12,945,853)      (15,199,856)
Increase in prepayments                                           (21,794,325)      (44,798,658)       (12,994,076)      (23,161,819)

Net cash provided by (used in) operating activities                 (537,245)        45,552,307       (11,912,155)      (35,998,599)


CASH FLOW FROM INVESTING ACTIVITIES
Additions to property, plant and equipment                        (63,860,621)      (75,150,262)       (21,669,502)      (33,219,500)
Increase in deferred mine exploration costs                       (21,145,285)      (38,777,078)         2,546,591        (7,144,835)
Increase in other noncurrent assets                                 19,286,531        11,354,423        (6,856,680)          582,312



Net cash used in investing activities                            (65,719,375)     (102,572,917)       (25,979,591)      (39,782,024)


CASH FLOWS FROM FINANCING ACTIVITIES
Increase in amounts of advances from affiliates                     36,312,855        68,519,282        28,749,643         65,681,904
Increase in amounts of accrued retirement                            7,940,278         7,940,278                  0                  0
Decrease in amounts of revaluation surplus                           (835,170)         (835,170)                  0                  0

Net cash provided by financing activities                          43,417,963        75,624,390        28,749,643         65,681,904



NET INCREASE (DECREASE) IN CASH                                  (22,838,657)        18,603,779        (9,142,103)      (10,098,718)


CASH AT BEGINNING OF PERIOD                                        58,278,786        16,836,351        26,347,500         27,304,116



CASH AT END OF PERIOD                                              35,440,129        35,440,130        17,205,397         17,205,398


                 
APEX MINING CO., INC.
BALANCE SHEETS
AS AT JUNE 30, 2010 (with comparative figures for
the years ended December 31, 2009 and 2008)


                                                    June 30, 2010       December 31, 2009       December 31, 2008
                                                    (UNAUDITED)                        (AUDITED)
ASSETS


Current Assets

Cash                                                      35,440,129            16,836,351              27,304,116

Receivables                                               95,364,718           177,053,157              21,008,555

Inventories                                              220,843,890           194,539,059             164,602,468

Prepayments                                              120,371,856            75,573,198             216,551,613
   Total current assets                                 472,020,594           464,001,765             429,466,751


Non-current Assets

Property, plant and equipment, net                       421,053,407           440,581,063             619,653,329

Assets Held for Sale                                                0                       -           83,815,420

Mine & Mining properties                                1,040,645,779         1,139,067,336                      0

Other non-current assets                                  96,990,950            69,568,295            1,295,334,118
   Total Non-current assets                            1,558,690,136         1,649,216,694           1,998,802,867


TOTAL ASSETS                                           2,030,710,730         2,113,218,460           2,428,269,619




LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilites

Accounts payable and accrued expenses                    153,121,291           128,093,885             103,804,263

Advances from stockholdrs and affiliates                2,923,559,088         2,855,039,806           2,624,500,777

Due to PJS Investments Corporation                                  0                       -           83,162,205
   Total current liabilities                          3,076,680,379          2,983,133,691           2,811,467,245


Non-Current Liabilities

Deferred Tax Liability                                    50,397,386            50,397,386              23,331,585

Asset Retirement Obligation                               23,038,716            23,038,716               6,594,561

Accrued Retirement Payable                                30,207,595            22,267,317              11,931,871
                                                        103,643,697            95,703,419              41,858,016


Total Liabilities                                      3,180,324,076         3,078,837,110           2,853,325,261
    Stockholders' Equity

    Capital Stock                                    756,682,170       756,682,170       756,682,170

    Capital inexcess of par value                      4,224,410         4,224,410         4,224,410

    Revaluation surplus                              102,452,217       103,287,388        54,440,362

    Deficit                                       (2,012,972,143)   (1,829,812,619)   (1,240,402,584)
       Total stockholders' Equity                (1,149,613,346)    (965,618,651)     (425,055,642)


    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    2,030,710,730     2,113,218,459     2,428,269,619


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
    APEX MINING CO., INC.
    UNAUDITED STATEMENT OF CHANGES IN
    EQUITY
    AS AT JUNE 30, 2010


                                                    Six Months Ended June 30
                                                   2010                 2009



    CAPITAL STOCK - P1 PAR VALUE            756,682,170          756,682,170



    ADDITIONAL PAID-IN CAPITAL                4,224,410            4,224,410



    REVALUATION INCREMENT                   102,452,217           56,232,348


    DEFICIT

      Beginning of period                (1,915,433,435)       (898,480,460)

      Net loss for the period               (97,538,708)       (362,218,491)

      End of period                      (2,012,972,143)      (1,260,698,951)




    TOTAL EQUITY                        (1,149,613,346)       (443,560,023)


 

 

 

 

 

 

 

 

 

 

 

 
    APEX MINING CO., INC.
    UNAUDITED STATEMENTS OF
    OPERATIONS
    For the six months ended June 2010
    and June 2009



                                         Apr-June 2010      Jan-Jun 2010       Apr-June 2009       Jan-Jun 2009


    Sale of Gold                            (336,929,165)      (620,833,739)      (195,413,059)       (343,165,371)
    Sale of Silver                           (21,172,847)       (41,754,194)        (7,447,595)        (12,530,218)
    Total                                  (358,102,012)      (662,587,934)      (202,860,655)       (355,695,589)


    Cost of Sales
    Mining Cost                               248,647,612       444,563,382         238,171,560        356,673,190
    Milling Costs                             105,843,579       193,041,031          37,149,242         67,794,636
    Marketing Costs                             5,634,670         7,686,775                    0                  0
    Total                                   360,125,861        645,291,188         275,320,802        424,467,826


    Gross Loss                                 2,023,849       (17,296,746)         72,460,148         68,772,236


    General and Administrative Costs         110,842,972        198,631,971          52,781,900        109,611,846


    LOSS FROM OPERATIONS                    112,866,821        181,335,225         125,242,048        178,384,083


    Other (Income)Charges                    (2,127,672)          1,824,299          15,955,227         21,167,126


    NET (INCOME) LOSS FOR THE QUARTER       110,739,149        183,159,524         141,197,274        199,551,209




    LOSS PER SHARE                                 0.146              0.242              0.187               0.264


 

 

 

 

 

 

 
                 

APEX MINING CO., INC.
UNAUDITED STATEMENT OF CASH FLOW
For the six months ended June 2010 and June
2009



                                                               Apr-Jun 2010      Jan-Jun 2010      Apr-Jun 2009       Jan-Jun 2009


CASH FLOW FROM OPERATING ACTIVITIES
Net loss                                                         (110,739,149)     (183,159,524)      (141,197,274)     (199,551,209)
Depreciation, depletion & Amortization                             108,335,618       193,099,475       158,631,041        193,281,391

Operating loss before changes in working capital                   (2,403,531)         9,939,951        17,433,767        (6,269,818)
Increase in receivables and advances                              (22,463,372)        81,688,439         3,146,628          5,505,589
Increase in Inventory                                             (11,356,365)      (26,304,831)        (6,552,622)         3,127,305
Increase (decrease) in accounts payable and accrued expenses        57,480,349        25,027,406       (12,945,853)      (15,199,856)
Increase in prepayments                                           (21,794,325)      (44,798,658)       (12,994,076)      (23,161,819)

Net cash provided by (used in) operating activities                 (537,245)        45,552,307       (11,912,155)      (35,998,599)


CASH FLOW FROM INVESTING ACTIVITIES
Additions to property, plant and equipment                        (63,860,621)      (75,150,262)       (21,669,502)      (33,219,500)
Increase in deferred mine exploration costs                       (21,145,285)      (38,777,078)         2,546,591        (7,144,835)
Increase in other noncurrent assets                                 19,286,531        11,354,423        (6,856,680)          582,312



Net cash used in investing activities                            (65,719,375)     (102,572,917)       (25,979,591)      (39,782,024)


CASH FLOWS FROM FINANCING ACTIVITIES
Increase in amounts of advances from affiliates                     36,312,855        68,519,282        28,749,643         65,681,904
Increase in amounts of accrued retirement                            7,940,278         7,940,278                  0                  0
Decrease in amounts of revaluation surplus                           (835,170)         (835,170)                  0                  0

Net cash provided by financing activities                          43,417,963        75,624,390        28,749,643         65,681,904



NET INCREASE (DECREASE) IN CASH                                  (22,838,657)        18,603,779        (9,142,103)      (10,098,718)


CASH AT BEGINNING OF PERIOD                                        58,278,786        16,836,351        26,347,500         27,304,116



CASH AT END OF PERIOD                                              35,440,129        35,440,130        17,205,397         17,205,398


                 

				
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Description: Apex Mining Financial Statement document sample