Virginia Mines Inc.
(an exploration company)
Interim Balance Sheet (unaudited)


(expressed in Canadian dollars)

 

As at
May 31,
2006
$

As at
February 28,
2006
$

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

Cash and cash equivalents

15,598,539

10,455,911

Short-term investments

24,583,893

21,129,909

Amounts receivable

8,015,249

8,902,156

Prepaid expenses

96,426

85,863

Current assets of discontinued operations

-

1,233,825

Future income tax assets

-

5,886,318

 

 

 

 

48,294,107

47,693,982

 

 

 

Office equipment

10,500

11,217

 

 

 

Mining properties (note 3)

6,781,546

6,567,312

 

 

 

Web site development expenses

2,689

2,907

 

 

 

Deferred charges

-

341,722

 

 

 

Long-term assets of discontinued operations

-

11,397,457

 

 

 

 

55,088,842

66,014,597

 

 

 

Liabilities

 

 

 

 

 

Current liabilities

 

 

Accounts payable and accrued liabilities

 

 

Related companies

112,973

94,033

Others

1,301,849

430,051

Current liabilities of discontinued operations

-

4,435,716

 

 

 

 

1,414,822

4,959,800

 

 

 

Long-term liabilities of discontinued operations

-

86,318

 

 

 

 

1,414,822

5,046,118

 

 

 

Shareholders' Equity

 

 

 

 

 

Share capital

91,161,601

85,471,959

 

 

 

Warrants (note 4a)

621,160

446,117

 

 

 

Warrants (units) (note 4b)

57,525

-

 

 

 

Stock options (note 4c)

958,348

-

 

 

 

Unit options

-

101,178

 

 

 

Contributed surplus

1,274

1,274

 

 

 

Deficit

(39,125,888)

(25,052,049)

 

 

 

 

53,674,020

60,968,479

 

 

 

 

55,088,842

66,014,597

The accompanying notes are an integral part of these interim financial statements.

Approved by the Board of Directors

_(s) André Gaumond____ Director ____(s) André Lemire_____ Director

Page 1

Virginia Mines Inc.
(an exploration company)
Interim Statements of Earnings (unaudited)


(expressed in Canadian dollars)

 

Three-Month Periods
Ended May 31,

 

2006
$

2005
$

 

 

 

Revenues

 

 

Dividends

117,440

80,679

Interest

247,177

213,811

Fees

7,607

58,002

Option payments received in excess of cost of mining properties

3,788,527

-

Gain on sale of short-term investments

363,613

136,756

Gain on sale of mining properties

319,831

429,816

 

 

 

 

4,844,195

919,064

 

 

 

Expenses

 

 

Professional and maintenance fees (1)

909,085

64,419

Management fees

11,312

21,282

Rent and administrative expenses

575,422

160,719

Advertising and exhibitions

20,921

74,064

Travelling

31,975

57,066

Depreciation of office equipment

717

1,180

Amortization of Web site development expenses

218

311

General exploration costs (1)

433,705

33,312

Grants, credit on duties refundable for loss and refundable tax credit for resources

(33,076)

9,096

Cost of mining properties abandoned

15,292

163,480

Writedown of short-term investments

295,469

-

 

 

 

 

2,261,040

584,929

 

 

 

Net earnings from continuing operations

2,583,155

334,135

 

 

 

Net loss from discontinued operations

-

(127,217)

 

 

 

Net earnings for the period (note 5)

2,583,155

206,918

 

 

 

Basic net earnings per share from continuing operations ( note 6)

0.107

0.015

 

 

 

Basic net loss per share from discontinued operations (note 6)

-

(0.006)

 

 

 

Total basic net earnings per share

0.107

0.009

 

 

 

Diluted net earnings per share from continuing operations (note 6)

0.107

0.014

 

 

 

Diluted net loss per share from discontinued operations (note 6)

-

(0.006)

 

 

 

Total diluted net earnings per share

0.107

0.008

 

 

 

(1) Stock-based compensation costs included in the following items:

 

 

Professional and maintenance fees

837,921

-

General exploration costs

354,427

-

 

 

 

 

1,192,348

-

The accompanying notes are an integral part of these interim financial statements.

Page 2


Virginia Mines Inc.
(an exploration company)
Interim Statement of Changes in Shareholders' Equity
For the three-month period ended May 31, 2006


(expressed in Canadian dollars)

 

Share capital
common shares

Warrants

Warrants (units)

Stock options

Unit options

Contributed surplus

Deficit

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

$

Number

$

Number

$

Number

$

Number

$

$

$

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 1, 2006

48,156,570

85,471,959

835,425

446,117

-

-

-

-

95,730

101,178

1,274

(25,052,049)

60,968,479

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of unit options

95,730

431,468

-

-

23,932

62,203

-

-

(95,730)

(101,178)

-

-

392,493

Exercise of warrants (units)

1,800

14,398

-

-

(1,800)

(4,678)

-

-

-

-

-

-

9,720

Exercise of warrants

1,525

9,049

(1,525)

(814)

-

-

-

-

-

-

-

-

8,235

Stock options granted

-

-

-

-

-

-

20,000

234,000

-

-

-

-

234,000

Exercise of stock options

20,000

285,000

-

-

-

-

(20,000)

(234,000)

-

-

-

-

51,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

48,275,625

86,211,874

833,900

445,303

22,132

57,525

-

-

-

-

1,274

(25,052,049)

61,663,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange of each share of Virginia Gold Mines for 0.5 share of the company with respect to the plan of arrangement (note 2 a)

(24,137,813)

-

-

-

-

-

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange of each warrant and warrant (unit) of Virginia Gold Mines for 0.5 warrant and warrant (unit) of the company with respect to the plan of arrangement (note 2 a)

-

-

(416,950)

-

(11,066)

-

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer of Eleonore property's net assets and elimination of future income tax assets (note 2 a)

-

-

-

-

-

-

-

-

-

-

-

(15,974,110)

(15,974,110)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options granted (note 4 c)

-

-

-

-

-

-

498,500

958,348

-

-

-

-

958,348

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of warrants

79,828

180,093

(79,828)

(85,257)

-

-

-

-

-

-

-

-

94,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants granted (note 4 a)

-

-

484,162

261,114

-

-

-

-

-

-

-

-

261,114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for cash consideration

1,210,406

4,786,279

-

-

-

-

-

-

-

-

-

-

4,786,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share issue expenses

-

(16,645)

-

-

-

-

-

-

-

-

-

-

(16,645)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs related to the plan of arrangement

-

-

-

-

-

-

-

-

-

-

-

(682,884)

(682,884)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings for the period

-

-

-

-

-

-

-

-

-

-

-

2,583,155

2,583,155

Balance - May 31, 2006

25,428,046

91,161,601

821,284

621,160

11,066

57,525

498,500

958,348

-

-

1,274

(39,125,888)

53,674,020

Page 3

Virginia Mines Inc.
(an exploration company)
Interim Statement of Changes in Shareholders' Equity
For the three-month period ended May 31, 2005


(expressed in Canadian dollars)

 

Share capital
common shares

Warrants

Warrants (units)

Stock options

Unit options

Contributed surplus

Deficit

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

$

Number

$

Number

$

Number

$

Number

$

$

$

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 1, 2005

19,479,539

56,253,306

994,011

554,380

-

-

1,106,655

460,466

-

-

1,274

(29,230,758)

28,038,668

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of warrants

994,011

4,554,913

(994,011)

(554,380)

-

-

-

-

-

-

-

-

4,000,533

Exercise of stock options

55,250

139,030

-

-

-

-

(55,250)

(26,410)

-

-

-

-

112,620

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unit options granted

-

-

-

-

-

-

-

-

117,900

249,301

-

-

249,301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants granted

-

-

471,250

524,389

-

-

-

-

-

-

-

-

524,389

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for cash consideration

1,965,000

15,588,611

-

-

-

-

-

-

-

-

-

-

15,588,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share issue expenses

-

(1,337,279)

-

-

-

-

-

-

-

-

-

-

(1,337,279)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings for the period

-

-

-

-

-

-

-

-

-

-

-

206,918

206,918

Balance - May 31, 2005

22,493,800

75,198,581

471,250

524,389

-

-

1,051,405

434,056

117,900

249,301

1,274

(29,023,840)

47,383,761

Page 4

Virginia Mines Inc.
(an exploration company)
Interim Statements of Cash Flows (unaudited)


(expressed in Canadian dollars)

 

Three-Month Periods
Ended May 31,

 

 

 

 

2006
$

2005
$

 

 

 

Cash flows from operating activities from continuing operations

 

 

Net earnings from continuing operations for the period

2,583,155

334,135

Items not affecting cash and cash equivalents

 

 

Cost of mining properties abandoned

15,292

163,480

Depreciation of office equipment

717

1,180

Amortization of Web site development expenses

218

311

Stock-based compensation costs

1,192,348

-

Writedown of short-term investments

295,469

-

Gain on sale of short-term investments

(363,613)

(136,756)

Gain on sale of mining properties

(319,831)

(429,816)

Option payments received in excess of cost of mining properties

(3,788,527)

-

 

 

 

 

(384,772)

(67,466)

 

 

 

Net change in non-cash working capital items

 

 

Amounts receivable

694,934

536,704

Prepaid expenses

(10,563)

(80,242)

Accounts payable and accrued liabilities

737,368

130,635

 

 

 

 

1,421,739

587,097

 

 

 

 

1,036,967

519,631

 

 

 

Cash flows from operating activities from discontinued operations

(1,506,355)

(127,217)

 

 

 

Cash flows from financing activities from continuing operations

 

 

Issuance of share capital and warrants

5,603,677

20,226,153

Share issue expenses

(16,645)

(1,087,978)

 

 

 

 

5,587,032

19,138,175

 

 

 

Cash flows from investing activities from continuing operations

 

 

Variation in short-term investments

736,895

(12,464,881)

Additions to mining properties

(274,627)

(1,529,081)

Variation in credit on duties refundable for loss and refundable tax credit receivable related to exploration costs applied against mining properties

306,067

(670,132)

Additions to office equipment

-

(239)

Proceeds from disposal of mining properties

15,000

-

Option payments received

55,000

25,000

Variation in deferred charges

(341,162)

-

 

 

 

 

497,173

(14,639,333)

 

 

 

Cash flows from investing activities from discontinued operations

(472,189)

(2,334,638)

 

 

 

Increase in cash and cash equivalents

5,142,628

2,556,618

 

 

 

Cash and cash equivalents - Beginning of period

10,455,911

7,318,302

 

 

 

Cash and cash equivalents - End of period

15,598,539

9,874,920

 

 

 

Additional information

 

 

Items not affecting cash and cash equivalents related to financing and investing activities

 

 

Credit on duties refundable for loss and refundable tax credit receivable related to exploration costs applied against mining properties

7,421,253

6,005,944

Acquisition of mining properties included in accounts payable and accrued liabilities

198,167

1,208,572

Stock options exercised and included in share capital

234,000

26,410

Warrants exercised and included in shareholders' equity

86,071

554,380

Warrants granted and included in shareholders' equity

-

524,389

Unit options granted and included in share capital

-

249,301

Amounts receivable on sale of mining properties

-

434,085

Warrants (units) granted and included in shareholders' equity

62,203

-

Warrants (units) exercised and included in share capital

4,678

-

Unit options exercised and included in share capital

101,178

-

Mining properties sold in consideration of short-term investments

4,122,735

-

Interest received

165,713

180,667

The accompanying notes are an integral part of these interim financial statements.

Page 5

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

1 Interim financial information


The financial information as at May 31, 2006 and for the three-month periods ended May 31, 2006 and 2005 is unaudited. However, in the opinion of management, all adjustments necessary to present fairly the results of these periods have been included. The adjustments made were of a normal recurring nature. Interim results may not necessarily be indicative of results anticipated for the year.
These unaudited interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles and use the same accounting policies and methods used in the preparation of Virginia Gold Mines Inc.'s ("Virginia Gold Mines") most recent annual financial statements. All disclosures required for annual financial statements have not been included in these financial statements. These unaudited interim financial statements should therefore be read in conjunction with Virginia Gold Mines' most recent audited annual financial statements.

2 Plan of arrangement and financial statement presentation


(a) On March 24, 2006, the shareholders of Virginia Gold Mines approved a plan of arrangement (effective March 31, 2006) involving Goldcorp Inc. ("Goldcorp"), Virginia Mines Inc. ("the company") and Virginia Gold Mines. Further to this plan of arrangement, the following events occured:


Virginia Gold Mines transferred to the company the assets not related to the Eleonore property at fair market value for a consideration consisting of the issuance of 18,017,817 shares by the company and the assumption by the company of the liabilities not related to the Eleonore property.


The company acquired from Virginia Gold Mines a production royalty on the Eleonore property for a consideration consisting of a cash payment of $16,099,000 and the issuance of 400 shares of its share capital.


Virginia Gold Mines then subscribed for 6,119,595 shares of the company for a cash consideration of $16,099,000.


The reduction of Virginia Gold Mines' stated capital was paid in kind through a distribution of the shares of the company to its (his/her) shareholders. Each shareholder of Virginia Gold Mines received 0.5 share of the company for each share of Virginia Gold Mines.


In addition, each shareholder of Virginia Gold Mines has exchanged its (his/her) shares at a rate of 0.4 share of Goldcorp for one share of Virginia Gold Mines.

Page 6

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)


Virginia Gold Mines' warrants outstanding as at March 31, 2006 ceased to be exercisable for shares of Virginia Gold Mines. Each warrant now entitles the holder to receive, upon exercise in accordance with its terms, the number of shares of Goldcorp and of the company that the holder would have received under the plan of arrangement if, immediately before the effective time, such holder had been the registered holder of the number of shares of Virginia Gold Mines he would have been entitled to upon exercise.


(b) These transactions between the company and Virginia Gold Mines have been recorded at the carrying value since they were entered into by related parties.


(c) The company will continue the operations of Virginia Gold Mines, except for the Eleonore property.


(d) Comparative figures are derived from the financial statements of Virginia Gold Mines.

3 Mining properties

 

# claims / permits

Undivided interest
%

Balance as at March 1, 2006
$

Costs incurred
$

Option payments, mining properties abandoned or sold, credit on duties refundable for loss, refundable tax credit for resources and grants
$

Balance as at May 31, 2006
$

 

 

 

 

 

 

 

Corvet Est

723

 

 

 

 

 

Mining property

 

100

30,401

41,944

-

72,345

Exploration costs

 

 

1,037,729

-

(30,000)

1,007,729

 

 

 

 

 

 

 

 

 

 

1,068,130

41,944

(30,000)

1,080,074

 

 

 

 

 

 

 

Coulon Pitaval

368

 

 

 

 

 

Mining property

 

100

62,132

9,074

-

71,206

Exploration costs

 

 

231,800

6,160

(2,840)

235,120

 

 

 

 

 

 

 

 

 

 

293,932

15,234

(2,840)

306,326

 

 

 

 

 

 

Coulon J/V

598

 

 

 

 

 

Mining property

 

100

100,940

25,988

-

126,928

Exploration costs

 

 

376,439

9,644

(29,446)

356,637

 

 

 

 

 

 

 

 

 

 

477,379

35,632

(29,446)

483,565

 

75

 

 

 

 

 

Lac Gayot

4

 

 

 

 

 

Mining property

 

50

47,660

294

-

47,954

Exploration costs

 

 

701,067

3,333

(1,537)

702,863

 

 

 

 

 

 

 

 

 

 

748,727

3,627

(1,537)

750,817

 

 

 

 

 

 

 

(forward)

 

 

2,588,168

96,437

(63,823)

2,620,782

Page 7

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

 

# claims / permits

Undivided interest
%

Balance as at March 1, 2006
$

Costs incurred
$

Option payments, mining properties abandoned or sold, credit on duties refundable for loss, refundable tax credit for resources and grants
$

Balance as at May 31, 2006
$

 

 

 

 

 

 

 

(brought forward)

 

 

2,588,168

96,437

(63,823)

2,620,782

 

 

 

 

 

 

 

Poste Lemoyne Ext.

211

 

 

 

 

 

Mining property

 

100

1,074,205

2,750

-

1,076,955

Exploration costs

 

 

429,686

825

(380)

430,131

 

 

 

 

 

 

 

 

 

 

1,503,891

3,575

( 380)

1,507,086

 

 

 

 

 

 

 

Megatem

882

 

 

 

 

 

Mining property

 

45

23,768

-

-

23,768

Exploration costs

 

 

919,128

1,151

(493)

919,786

 

 

 

 

 

 

 

 

 

 

942,896

1,151

(493)

943,554

 

 

 

 

 

 

 

Megatem III

463

 

 

 

 

 

Mining property

 

49

-

-

-

-

Exploration costs

 

 

207,097

-

-

207,097

 

 

 

 

 

 

 

 

 

 

207,097

-

-

207,097

 

 

 

 

 

 

 

Others

 

 

 

 

 

 

Mining property

 

 

696,633

98,769

(27,127)

768,275

Exploration costs

 

 

628,627

228,065

(121,940)

734,752

 

 

 

 

 

 

 

 

 

 

1,325,260

326,834

(149,067)

1,503,027

 

 

 

 

 

 

 

 

 

 

6,567,312

427,997

(213,763)

6,781,546

Page 8

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

 

$

 

 

Balance as at February 28, 2006

6,567,312

 

 

Costs incurred during the period

 

 

 

Claims and permits

178,819

Analyses

3,124

Drilling

14,750

Geophysics

151,364

Geology

25,947

Transport

3,133

Salaries

46,875

Accommodation

3,985

 

 

 

427,997

 

 

Option payments

(55,000)

Mining properties abandoned or sold

(44,669)

Credit on duties refundable for loss and refundable tax credit for resources

(114,094)

 

 

 

(213,763)

 

 

Balance as at May 31, 2006

6,781,546

4 Equity components


(a) Warrants


The following table summarizes the exercise price and the maturity date of outstanding warrants:


• 337,122 warrants at $5.40* mature on September 11, 2006;
• 484,162 warrants at $5.84 mature on November 18, 2007.


The 484,162 warrants were granted under private placements to common shareholders during the three month period ended May 31, 2006.

* Under the agreement entered into with Goldcorp, 11% of the exercise price of those warrants will be cashed by the company and the balance will be allocated to Goldcorp.

Page 9

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

The following table summarizes information about warrants outstanding and exercisable as at May 31, 2006:

Number

 

Weighted average remaining contractual life (years)

Weighted average exercise price
$

 

 

 

821,284

1.05

5.66

The fair value of warrants granted during the three-month period ended May 31, 2006 was estimated using the Black-Sholes valuation model with the following assumptions:

Risk-free interest rate

4.11%

Expected volatility

50%

Dividend yield

Nil

Weighted average expected life

18 months

Weighted average fair value of warrants granted

$0.539

(b) Warrants (units)


The 11,066 warrants (units) are exercisable at $5.40* and mature on September 11, 2006.


Each warrant (unit) entitles the holder, upon exercise, to one share of the company.


* Under the agreement entered into with Goldcorp, 11% of the exercise price of those warrants will be cashed by the company and the balance will be allocated to Goldcorp.


(c) Stock option plan


(i) On March 16, 2006, the company granted a service provider 20,000 stock options at an exercise price of $2.55 in connection with an agreement previously entered into in a previous period. On the date of grant, the quoted market value of Virginia Gold Mines was established at $14.13. On March 17, 2006, these options were exercised and the quoted market value of Virginia Gold Mines on that date was $14.25. The difference between the exercise price and the quoted market value as at March 17, 2006 has been recognized in earnings.


(ii) On March 24, 2006, the company has established a new stock option plan whereby certain key employees, officers, directors and service providers may be granted stock options of the company. A number of shares equal to 10% of the shares outstanding is available for issuance under this plan (maximum of 5% of the number of common shares outstanding in favour of one person).

Page 10

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

Options granted expire after a maximum period of ten years following the date of grant. There is no vesting period, except for:


• 270,000 options granted to directors during the period ended May 31, 2006, which vest as follows:


• 90,000 options vesting on the date of issuance (April 6, 2006);
• 90,000 options vesting after six months of service (October 6, 2006);
• 90,000 options vesting after one year of service (April 6, 2007).

These options will generate aggregate stock-based compensation costs of $721,656. These costs will be amortized on a straight-line basis over their vesting period.

The following table summarizes information about stock options outstanding and exercisable as at May 31, 2006.

 

Options outstanding

Options currently exercisable

Exercise price

Number

Weighted average remaining contractual life
(years)

Weighted average exercise price
$

Number

 

 

 

 

 

$4.44

498,500

9.58

4.44

318,500

The fair value of stock options granted during the three-month period ended May 31, 2006 was estimated using the Black-Scholes valuation model with the following assumptions:

Risk-free interest rate

4.30%

Expected volatility

54.78%

Dividend yield

Nil

Weighted average expected life

6.89 years

Weighted average fair value of options granted

$2.646

Page 11

Virginia Mines Inc.
(an exploration company)
Notes to Interim Financial Statements (unaudited)


(expressed in Canadian dollars)

5 Net earnings for the period

No income taxes have been recognized in earnings for the three-month period ended May 31, 2006 further to a deduction claimed by the company. This deduction is related to the fact that the adjusted cost base of the assets acquired from Virginia Gold Mines exceeded their carrying value since this transaction has been entered into at fair market value for income tax purposes. At the time of the transaction, the company recorded a valuation allowance corresponding to the full amount of the income tax assets resulting from the transaction because it was more likely than not that some or all of the future income tax assets would not be realized.

6 Earnings per share

 

Three-Month Periods
Ended May 31,

 

 

 

 

2006

2005

 

 

 

Basic weighted average number of shares outstanding

24,153,620

21,889,786

Stock options

-

837,096

Warrants

-

243,386

Diluted weighted average number of shares outstanding

24,153,620

22,970,268

 

 

 

Items excluded from the calculation of diluted earnings per share because the exercise price was greater than the average quoted market value of the common shares

 

 

Stock options

498,500

-

Warrants

821,284

491,250

Warrants (units)

11,066

-

The exchange of each share of Virginia Gold Mines for 0.5 share of the company as at March 31, 2006 has been recognized as if the transaction had occurred on March 1, 2005 as regards the earnings per share calculations.