FINANCIAL STATEMENTS For the six months ended June 30, 2006. VEDRON GOLD INC. Responsibility for Financial Statements The accompanying interim financial statements for Vedron Gold Inc. have been prepared by management in accordance with Canadian Generally Accepted Accounting Principles consistently applied. The most significant of these policies have been set out in the December 31, 2005 audited financial statements. These statements are presented on an accrual basis of accounting. Accordingly, a precise determination of many assets and liabilities is dependent upon future events. Therefore, estimates and approximations have been made using careful judgment. Recognizing that the Corporation is responsible for both the integrity and objectivity of the financial statements, management is satisfied that these financial statements have been fairly stated. VEDRON GOLD INC. BALANCE SHEET As at June 30, 2006 (unaudited) June 30, 2006 (unaudited) December 31, 2005 (audited)) ASSETS Current Cash $2,772,263 $409,523 Accounts receivable 41,143 38,543 Marketable security - 100,000 Prepaid expenses and deposits 69,065 7,581 2,882,471 555,647 Loan receivable, note 2 300,000 300,000 Property and equipment, note 3 865,773 31,123 Royalty interests, note 6 104,000 104,000 Mineral resource properties and deferred exploration costs, note 5 17,136,828 16,196,017 $21,289,072 $17,186,787 LIABILITIES Current Accounts payable and accrued liabilities $44,127 $50,381 Promissory notes payable, note 4 400,000 200,000 444,127 250,381 Contingent liability, note 11 SHAREHOLDERS? EQUITY Capital stock, note 7 42,473,488 37,962,394 Contributed surplus, note 10 351,485 284,510 Deficit (21,980,028) (21,310,498) 20,844,945 16,936,406 $21,289,072 $17,186,787 Approved on behalf of the board: ___________________________ Director ___________________________ Director See accompanying notes to the financial statements VEDRON GOLD INC. Statement of Operations and Deficit For the Six Months Ended June 30, 2006 (Unaudited) Three Months Ended June 30, 2006 Three Months Ended June 30, 2005 Six Months Ended June 30, 2006 Six Months Ended June 30, 2005 Cumulative from Date of Commencement of Development Stage January 1, 1995 Revenues Option payments $- $- $- $- $370,000 Interest 51 72 101 202 53,516 51 72 101 202 423,516 Expenses Write-down of mineral resource properties - - - - 1,234,492 General and administrative 305,679 166,641 593,363 330,208 3,732,417 Stock based compensation - - 66,975 - 351,485 Proceeds on sale of marketable securities 3,277 - 3,277 (51,107) 40,170 Loss on disposal of royalty interest - - - - 45,000 Gain on recovery of notes receivable (30,000) - (30,000) - (2,833) Interest on notes payable 12,666 - 12,666 - 12,666 Amortization 22,300 1,150 23,350 2,300 75,663 313,922 167,791 669,631 281,401 5,489,060 Net loss for the period (313,871) (167,719) (669,530) (281,199) $(5,065,544) Deficit, beginning of period (21,666,157) (19,103,495) (21,310,498) (18,990,015) Deficit, end of period $(21,980,028) $(19,271,214) $(21,980,028) $(19,271,214) Loss per share ? basic and fully diluted $(0.005) $(0.004) $(0.010) $(0.006) Weighted average number of common shares outstanding (in thousands) 64,631 43,809 64,631 43,809 See accompanying notes to the financial statements VEDRON GOLD INC. Statement of Cash Flows For the Six Months Ended June 30, 2006 (Unaudited) Three Months Ended June 30, 2006 Three Months Ended June 30, 2005 Six Months Ended June 30, 2006 Six Months Ended June 30, 2005 Cumulative from the Date of Commencement of Development Stage January 1, 1995 Operating activities Net loss for the period ($313,871) ($167,719) ($669,530) ($281,199) $(5,065,544) Adjustments for: Amortization 22,300 1,150 23,350 2,300 75,676 Loss on sale of marketable securities 3,277 - 3,277 (51,107) 40,170 Stock based compensation - - 66,975 - 351,485 Loss on disposal of royalty interest - - - - 45,000 Write down of mineral resource properties - - - - 1,231,853 Write off of loan payable - - - - 21,167 (288,294) (166,569) (575,928) (330,006) (3,300,193) Changes in non-cash working capital balances, note 8 (17,367) 135,468 (70,338) (8,233) (7,302,421) Cash flows used in operating activities (305,661) (31,101) (646,266) (338,239) (10,602,615) Cash flows from investing activities Increase in royalty interests - - - - (20,362) Purchase of property and equipment - - (858,000) - (876,878) Decrease (increase) in loan receivable - - - - (312,500) Decrease (increase) in marketable securities 96,723 - 96,723 74,123 (67,170) Increase in mineral resource properties (611,274) (259,219) (940,811) (642,095) (9,589,648) (514,551) (259,219) (1,702,088) (567,972) (10,866,558) Cash flows from financing activities Increase in capital stock, net of provision for future income taxes 3,571,044 - 4,511,094 - 21,644,465 Increase (decrease) in notes payable - - 200,000 - 93,023 Increase in due to shareholders - 192,200 - 192,200 - Increase in issue of warrants - - - - 2,521,450 Increase in issue of convertible debenture - - - - (32,141) 3,571,044 192,200 4,711,094 192,200 24,226,797 Net (decrease) increase in cash during the period 2,750,832 (98,120) 2,362,740 (714,011) 2,757,624 Cash position, beginning of period 21,431 120,637 409.523 736,528 14,639 Cash position, end of period $2,772,263 $22,517 $2,772,263 $22,517 $2,772,263 See accompanying notes to the financial statements VEDRON GOLD INC Statements of Continuity of Mining Interests Six months Ended June 30, 2006 Three months ended June 30, 2006 Three months ended June 30, 2005 Six months ended June 30, 2006 Six months ended June 30, 2005 Expenses Direct Exploration and Development $450,144 $159,219 $769,681 $282,095 Acquisition cost 161,130 100,000 171,130 460,000 Balance, beginning of period 16,525,554 14,086,516 16,196,017 13,603,640 Balance, end of period $17,136,828 $14,345,735 $17,136,828 $14,345,735 See accompanying notes to the financial statements VEDRON GOLD INC. Notes to Financial Statements June 30, 2006 (unaudited) 1 Summary of Significant Accounting Policies The unaudited financial statements of Vedron Gold Inc. have been prepared by management in accordance with Canadian generally accepted accounting principles. These unaudited financial statements have been prepared following the same accounting policies and methods of computation as the audited financial statements for the fiscal year ended December 31, 2005. The disclosures provided below are incremental to those included with the audited annual financial statements. These unaudited financial statements should be read in conjunction with the Company?s audited financial statements and notes for the year ended December 31, 2005. 2 Loan receivable The Company, as partial consideration of a preferential milling and tailing agreement, has advanced the mill owner $300,000 for a period of 24 months. This loan is non-interest bearing and secured by a first charge on the mill property. 3 Property and equipment June 30, 2006 December 31, 2006 Cost Accumulated Amortization Net book value Net book value Power lines and electrical equipment $141,921 $122,709 $19,212 $20,222 Office and computer equipment 18,886 9,075 9,811 10,901 Mill equipment 858,000 21,250 836,750 - $1,018,807 $153,034 $865,773 $31,123 4 Promissory notes payable A promissory note payable of $200,000 is due to Laurion Gold Inc. as partial consideration due under the terms of the second amendment of the Laurion option agreement with respect to the Davidson Tisdale Property. The promissory note is interest bearing at 6%, unsecured and due August 31, 2006. A promissory note of $200,000 bearing interest at 8% is due February 7, 2007. This resulted from the completion in February 2006 of an August 2005 agreement to purchase gold mining equipment with an estimated grinding capacity of up to 1,000 tons per day. The transaction was from an arm?s length vendor. VEDRON GOLD INC. Notes to Financial Statements June 30, 2006 (unaudited) 5 Mineral resource properties and deferred exploration costs a) Fuller Property The Company has a 100% interest in the Fuller Property which is situated on two claims, the Fuller and the Dobie. Management is currently completing an updated resource estimate and applying for the permitting necessary to commence mining operations. The Dobie claim is subject to a 20% net profits interest calculated after all capital and operating costs have been recovered. b) Buffalo Ankerite The Company commenced work on the Buffalo Ankerite property during the year. The Company has the option to purchase a 100% interest in the property, prior to November 4, 2007, for $25,000, subject to an existing net profits interest. 6 Royalty interests June 30, 2006 December 31, 2006 Pipestone Bay Properties ? Red Lake $51,000 $51,000 Augdome Property 53,000 53,000 $104,000 $104,000 a) The Company has a 1.5% net smelter royalty interest on the Pipestone Bay Property in Red Lake, Ontario. b) The Company has a 2% net smelter royalty interest on the Augdome Property in Timmins, Ontario. VEDRON GOLD INC. Notes to Financial Statements June 30, 2006 (unaudited) 7 Capital stock Authorized: An unlimited number of common shares (a) Issued Common Number of Shares Value Balance ? December 31, 2005 61,419,732 $37,962,394 Issued for common shares 4,912,334 2,947,400 Issued for flow-through shares 1,375,750 770,300 Less: financing costs - (198,856) Issued on option exercise 1,080,000 268,750 Issued on warrant exercise 577,500 115,500 Issued for mill equipment 800,000 608,000 Finders fees on private placement 6,948 - Balance ? June 30, 2006 70,172,264 $42,473,488 The company completed private placements totaling 4,912,334 units, with each unit being comprised of one common share of the Company and one-half of one warrant, with each warrant being exercisable for one common share of the Company at an exercise price of $0.66 per common share and 1,375,750 flow through shares, for gross proceeds of $3,607,400. 8 Warrants and Options Stock Options Number of Options Outstanding as at Dec. 31, 2005 2,800,000 Exercised (1,080,000) Issued exercisable @ 0.55 200,000 Balance, June 30, 2006 1,920,000 Warrants Number of Warrants Outstanding at Dec. 31, 2005 5,263,250 Exercised @ $0.20 (596,250) Granted @ $0.66 expiring December 29, 2006 2,701,784 Granted @ $0.60 expiring May 12, 2007 596,333 Granted @ $0.60 expiring May 26, 2007 4,900 Balance, June 30, 2006 7,970,017 VEDRON GOLD INC. Notes to Financial Statements June 30, 2006 (unaudited) 8 Warrants and Options (continued) The corporation?s stock option plan has been amended to fix the number of common shares issuable pursuant to the number of options under the plan at 7,000,000, as approved at the corporation?s annual meeting held on June 29, 2006. 9 Income taxes The 2005 year income tax expense differs from the amounts that would have been computed by applying the combined Federal and Ontario statutory income tax rates of approximately 35% to the net loss for the year per the financial statements.. This difference is the result of the following: Net loss for the year $ (669,530) Stock based compensation 66,975 Gain on recovery of notes receivable (30,000) Loss (gain) on disposal of marketable securities 3,277 Taxable income $ (629,278) Recovery of income taxes at statutory rate (220,247) Less valuation allowance 220,247 Provision for current year income taxes $ - The Company has non-capital loss carryforwards in the amount of $1,943,072 which may be used prior to 2014 to reduce future taxable income. 2006 $ 103,133 2007 132,720 2008 23,386 2009 80,623 2010 212,587 2014 508,495 2015 882,128 $ 1,943,072 In addition the Company has the following resource deductions, which may be applied against certain profits realized on its mining properties, exclusive of amounts transferred to investors of flow through shares as follows: Canadian Development Expenditures $115,000 Canadian Exploration Expenditures $1,026,390 Foreign Exploration and Development Expenditures $151,343 For the year ended December 31, 2005 the Company made Canadian exploration expenditures in the amount of $827,397 of which $289,700 was renounced in favour of flow through shareholders. VEDRON GOLD INC. Notes to Financial Statements June 30, 2006 (unaudited) 10 Contributed surplus As at June 30, 2006 Balance, December 31, 2003 $ 37,800 Stock based compensation 71,110 Balance December 31, 2004 108,910 Stock based compensation 175,600 Balance December 31, 2005 284,510 Stock based compensation 66,975 Balance June 30, 2006 $ 351,485 11 Contingent liability On December 17, 2002 the Mining Lands Commissioner issued an Order with respect to the Buffalo Ankerite mine site formerly owned by the Company. The Order requires the Company to use its best efforts to remediate the open pit on the site and maintain site security. The estimated cost to perform this work is $284,000 of which no liability has been accrued in these financial statements as mining activities on the property have not been determined to be completed in their entirety. 12 Related party transactions Included in the accounts for the quarter ended June 30, 2006 are payments made to companies under the control significant influence of officers or to officers and directors directly, are as follows: Management fees paid to a director and to management of the Company $67,500 The Company entered into a sub-lease agreement to rent office space at $1,028 per month from a company with one director who is also a director of the Company $2,056 The Company paid legal fees to a firm in which an officer of the Company is also a partner of the law firm $18,452 Director fees paid/accrued to directors of the Company $18,000 All related party transactions entered into by the Company are recorded at fair market value as determined by the Issuer?s directors with no beneficial interest in respect of a particular transaction. VEDRON GOLD INC. Notes to Financial Statements June 30, 2006 (unaudited) 13 Supplemental Cash Flow Information Six Months Ended June 30, 2006 Six Months Ended June 30, 2005 Changes in non-cash working balances Accounts receivable Prepaids Accounts payable and accrued liabilities $(2,600) (61,484) (6,254) $3,148 (83,905) 72,524 $(70,338) $(8,233) 14 Comparative figures The comparative figures for the three months and six months ended June 30, 2005 were neither audited nor reviewed.
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