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HALO RESOURCES LTD.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED MAY 31, 2012
Background

This discussion and analysis of financial position and results of operation is prepared as at July 27, 2012 and should be read in conjunction with the unaudited condensed interim financial statements for the nine months ended May 31, 2012 of Halo Resources Ltd. (“Halo” or the “Company”). The Company adopted International Financial Reporting Standards (“IFRS”) and the following disclosure and associated financial statements are presented in accordance with IFRS. All comparative information provided is in accordance with IFRS. Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis (“MD&A”) are quoted in Canadian dollars. Additional information relevant to the Company’s activities, can be found on SEDAR at www.sedar.com .

Adoption of International Financial Reporting Standards (“IFRS”)
The Company’s financial statements and the financial data included in the interim MD&A have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee that are expected to be effective for the fiscal year ending August 31, 2012, the Company’s first annual reporting under IFRS. The adoption of IFRS does not impact the underlying economics of the Company’s operations.
The IFRS accounting polices set forth in Note 3 of the condensed interim financial statements have been applied in preparing the financial statements for the nine months ended May 31, 2012 and comparative information as at and for the six months ended May 31, 2011, as at and for the year ended August 31, 2011 and an opening Statement of Financial Position as at September 1, 2010. Notes 2 and 14 to the condensed interim financial statements contains a detailed description of the Company’s adoption of IFRS, and a reconciliation of the financial statements previously prepared under Canadian Generally Accepted Accounting Principles (“Canadian GAAP”) to those under IFRS. The adoption of IFRS has not had an impact on the Company’s strategic decisions, operations, or cash flows. Further information on the IFRS impacts is provided in the Accounting Changes and Pronouncements section of this MD&A as well as in Note 14 to the unaudited condensed interim financial statements.
Comparative information in this interim MD&A has been restated to comply with IFRS requirements, unless otherwise indicated.
Company Overview
The Company is a resource exploration company currently engaged in the acquisition and exploration of precious and base metals with mineral interests located in Manitoba and Ontario, Canada. The Company has not earned any production revenue, nor found any proved reserves on any of its mineral interests.
The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec. The Company trades on the TSX Venture Exchange (“TSXV”) under the symbol “HLO” and on the Frankfurt Stock Exchange (“FSE”) under the symbol “HRLN”.
Forward Looking Statements
Certain information included in this discussion may constitute forward-looking statements. Forward-looking statements are based on current expectations and entail various risks and uncertainties. These risks and uncertainties could cause or contribute to actual results that are materially different than those expressed or implied. The Company disclaims any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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Exploration Projects

Sherridon VMS Property, Manitoba

The Sherridon VMS Property is located 65 kilometers northeast from the Hudson Bay Mining and Smelting Co. Ltd.’s (“HBMS”) mining/metallurgical complex which is linked by an all-weather 78 km road.
The Sherridon VMS Property includes the site of the former Sherritt Gordon Mines’ copper-zinc mine that operated from 1931 to 1951 and produced 7.7 million tonnes of copper-zinc ore with recovered grades of 2.46% copper and 0.8% zinc. The actual zinc grade is estimated at 3% zinc but zinc was only recovered from the East Mine from 1942 to 1946. The site is also serviced by a railroad, power line and the small community of Sherridon/Cold Lake.
The Company updated inferred and indicated resources for four deposits (Cold, Lost, Bob and Jungle) in November 2010 (see below) and continues to advance exploration targets throughout the district.
On December 22, 2009, the Company concluded the signing of an option agreement with Hudson Bay Mining and Smelting Co., Limited (“HudBay”), a subsidiary of HudBay Minerals Inc. (TSX: HBM). The agreement allows HudBay to earn up to a 67.5% joint venture interest in 112 hectares that host the Cold and Lost mineralization.
In order to exercise the option to earn a 51% interest, HudBay was required to make cash payments totalling $800,000 and fund exploration programs totalling at least $1.35 million. In December 2011 HudBay earned its initial 51% interest by making the final cash payment of $400,000 and confirming that it had met the $1.35 million of expenditures.
Halo and HudBay will now proceed to form a joint venture, with HudBay as the operator. HudBay can increase its interest to 67.5% by making a total of $4.5 million in cash payments prior to commencement of commercial production. No work on the Cold-Lost joint venture ground is anticipated in 2012.
Halo has the right to reacquire HudBay’s interest by partially reimbursing HudBay’s total expenditures, or granting to HudBay a 1% net smelter return royalty (“NSR”), if the feasibility study and application for permitting are not completed by December 22, 2013.
On October 17, 2011, the Company entered into an option agreement with HudBay for the western half of Halo’s Sherridon project in Manitoba. To earn an initial 51% interest, HudBay must make cash payments of $1.6 million and complete $5 million in exploration over three years. To increase its interest to 75%, HudBay must complete a feasibility study and make cash payment of $1.75 million by the 5th year. If a production decision is made, HudBay will finance Halo’s proportionate share of development costs which would be repaid from Halo’s share of revenues.
In addition, HudBay transferred its Park property claims to Halo and cancelled its 2% NSR at the Jungle property. In total the newly defined Sherridon West property will encompass 9,927 hectares and enclose, but not include, the Cold-Lost joint venture ground.
HudBay, as operator of the West Sherridon project has proposed a work program of $2.2 million, including 6,500 meters of drilling which was expected to commence in May 2012. The drill permit from the Manitoba government is pending and some of the planned work will be delayed until winter of 2013 to minimize environmental impact. The main targets will be at the past-producing East and West Mines at depth. HudBay advised Halo that it has completed a ground geophysical survey, to test a major late-time response electromagnetic end-of-hole anomaly located at depth between the Bob and Cold-Lost deposits, and that the results are pending. The ground geophysical survey was planned to better define the source of the end-of-hole anomaly and serve as the basis for diamond drill testing. The occurrence of a major late-time response EM anomaly located in the known prospective stratigraphy between the Bob and Lost deposits, and in the vicinity of 2008 Halo drill results of up to 2.4% copper over 2.4 meters, is highly encouraging (see press release June 15, 2011).
Halo retains its 100% interest in the eastern portion of the Sherridon property which are now referred to as the Sherridon East property and total 11,175 hectares hosting high-quality gold and base metal grassroots exploration targets. The option on the Drew claims has been dropped and the Weldon claim option is currently under review.
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NI43-101 Compliant Resource Estimate

As announced in a press release dated November 4, 2010, the Mineral Resources for the Cold, Lost, Bob Lake and Jungle Lake copper-zinc deposits at Halo’s Sherridon VMS Property, Manitoba were revised to include 6.5 million tonnes grading 0.85% copper and 1.22% zinc as Indicated Resources and an additional 15.9 million tonnes grading 0.68% copper and 0.84 % zinc as Inferred Resources with precious metal credits. At least 75% of the material in both categories is contained within potentially economic open pits (within 200 meters of surface). The revised resource estimate represents an almost 30% increase in contained copper and zinc in both the inferred and indicated resource categories relative to the 2008 NI43-101 estimate.
The Mineral Resources are reported in accordance with Canadian National Instrument 43-101 (“NI43-101”) and have been estimated in conformity with the generally accepted Estimation of Mineral Resource and Mineral Reserves Best Practices guidelines of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”). Additional details are included in the November 4, 2010 press release. The resource estimates reported in this press release were produced by Gary Giroux, P.Eng. MASc. a Qualified Person as defined by NI 43-101.

Halo Sherridon 2012 Work Program

Halo remains committed to mineral resource investigation and evaluation of its 100%-owned Sherridon East Property that covers 10,837 hectares, as well as the non-contiguous Weldon claims (339 hectares). The 2011 summer work program focused on gold prospects north of Auriga Resource’s Puffy Lake/Maverick gold project. As reported in a press release November 9, 2011, 20 samples collected fromthree closely-spaced pits reported, on average, greater than 10 g/t gold and up to 16.4 g/t gold. The samples are located along a north-south striking feature that is prominent on airborne magnetic surveys and shows continuity of more than 1,600 meters to the south. An outcrop located 1,600 meters to the south of the three above-mentioned pits was sampled and returned values up to 3.5 g/t gold. Overburden cover prevented systematic sampling of the formation along the projected 1,600 meter strike length.

Permits are still pending for the 2012 summer work program planned for the Quarter Moon Lake gold prospect to assess the gold potential of the Sherridon East Property. This work has been deferred to Q3 2013. Permits are also pending for the work required to keep the Hayhurst mineral claims in good standing and has been deferred until fall 2012.

Red Lake District, Ontario

The West Red Lake Property is located about 32 km west of the prolific Campbell and Red Lake Mines in the Red Lake Camp that has produced 20 million ounces within the Red Lake greenstone belt. The property, located in Ball Township, Ontario, covers widespread gold mineralization from surface showings and small gold deposits. Previous exploration by a number of companies, including Hemlo Gold Mines Ltd., Goldcorp, Cochenour-Williams Gold Mines Ltd, Dumont Nickel and May-Spiers Gold Mines Ltd. have carried out intermittent exploration in this area since 1935 and the property has now been consolidated into a larger package of contiguous claims.
In May 2011, Halo acquired an interest in the Middle Bay, Pipestone Bay and Biron Bay properties (collectively the “West Red Lake Property”) from Red Lake Mines Ltd. (“RLGMP”) a subsidiary of Goldcorp Inc. (“Goldcorp”). Halo holds a 60% interest in 67 unpatented mining claims, a 45% interest in two mining claims, and a 30% interest in ten patented mining claims. The Company issued 100,000 common shares of its share capital to Goldcorp to complete the transaction.
In February, Halo signed a joint venture agreement with Aurcrest Resources with respect to the 9 claim units (144 hectares) referred to as the Bridget Lake claims. Halo holds a 65% interest in the Bridget Lake claims which are contiguous with the RLGMP joint venture property package. RLGMP has acquired a 40% interest in Halo’s interest in the Bridget Lake claims.
In April 2011 Halo staked 7 new claims, covering a total of 642 hectares, which have been recorded as being held 60% by Halo and 40% by RLGMP. The claims cover an area of sheared felsic volcanics, which also host the 1930’s-era Miles Red Lake and May-Spiers Gold Mine. The total West Red Lake land package was increased by 20 percent to a total of 4,394 ha.
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Between 2008 and January 2011, Halo completed 31 core holes, for a total of 5,520 meters at a number of widely spaced targets. Numerous narrow intervals, anomalous with respect to gold and often associated with sulphides have been intersected, such as mineralized quartz-carbonate veins with grades between 3.4 and 9.4 g/t gold, generally less than 1m in width, for three out of five holes of the 2008 drill program. Most of the better intersections were reported within an east-west trending chemical sedimentary unit, with a strike length of several kilometres, which is the Company’s current focus. In 2011, the highest grade intersection reported was 18.8 g/t gold over 0.8 meters, in hole NGI 10-31, north of Galena Island. Other holes intersected broad zones anomalous in gold.
In 2009 Halo intersected 7.1 g/t gold over 5.8 meters (Hole RL08-009 drilled from Bridget Lake) located between two exposed zones of visible gold mineralization associated with narrow quartz veins on the shores of Bridget Lake. Previous operators had identified a series of high-grade gold veins west of the lake and Halo reported surface channel samples with up to 161 g/t (4.7 ounces per ton gold) over 1.1 m length along a quartz vein selvedge.
In February 2012, Halo completed two diamond drill holes totaling 380 m west of Bridget Lake. Hole B12-037 was drilled to intersect off-sets observed in geophysical surveys below Bridget Lake. Mineralization was associated with structures, disseminated pyrite and the one narrow occurrence of banded iron formation (“BIF”) within a package of sediments. Five samples, approximately one-meter long, assayed between 0.335 to 0.948 g/t gold with an additional 4 m zone at 117 m downhole that assayed 0.834 g/t gold.
BL12-038 was only drilled to 50 m when it was abruptly halted due to an early thaw. The hole was intended to test for additional north-south trending high-grade quartz veins similar to those identified east of the hole at surface. At 27.3 m, an interval of 5.8 m grading 0.404 g/t Au was intersected. The intersection is hosted by sulphide iron formation in contact with dolostone and associated with disseminated pyrite. A second interval of 1.77 m at 42 m down hole, assayed 0.381 g/t gold.
The two zones of anomalous gold values encountered in BL12-038 warrant further investigation as similar elevated gold values were associated with high-grade gold values in quartz veins that intersected BIF in surface trenches. Drilling has not proven to be the best method for intersecting these relatively narrow zones of mineralization. Instead, mechanical trenching or stripping of the banded iron formation in this area is recommended, followed by geological mapping and channel sampling. The main objective of the proposed program will be to determine if there are a sufficient density of gold-bearing quartz veins intersecting the BIF to be of economic interest, with similar gold grades as those encountered from north-south trending quartz veins identified by previous operators. The outcome of this program will determine whether additional drilling, potentially at greater depths, is warranted below Bridget Lake.
At Pancake Bay, 1.5 km west of Bridget Lake, a sinistral offset of roughly 150 meters is observed between one side of the bay and the other. This offset is likely due to a fault that also appears to be expressed by a geophysical anomaly. Five stratigraphic holes were drilled for a total of 1,295 m to establish the breadth and extent of the alteration suggested by the geophysical anomaly. Additional planned holes were not completed due to unexpected warm weather in March.
A total of sixteen separate intervals of anomalous gold concentrations were intersected in holes PB12-032, PB12-033 and PB12-035. These intervals include two mineralized zones in hole PB12-032 of 11 m with composite gold grades of 0.22 to 0.24 g/t Au respectively. The anomalous gold grades at Pancake Bay are encouraging and additional drilling to test the projected fault zone is planned.
Final expenditures for the program were less than the projected $1 million since only 1,692 m of drilling was completed due to unseasonably warm weather. The drill program costs are shared 60:40 as to Halo and RLGMP for 1,310 m of drilling at Pancake Bay and Halo’s portion of the costs for drilling 382 m at Bridget Lake is 39%, with the remainder shared between RLGMP and Tribute Minerals Corp.

Duport Property, Ontario
The Company originally acquired a 100% interest in the Duport Property in February 2005 from the Sheridan Platinum Group (“Sheridan”). Everton Resources Inc. (TSXV:EVR, Frankfurt: ERV) (“Everton”), through its wholly-owned subsidiary Hays Lake, had earned an interest in the Duport Property in 2010 but failed to meet its required option payments.
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As a result of this decision by Hays Lake to terminate its option, the Company has determined to relinquish its entire interest in the Duport Property to Sheridan. The Company expects to record a pre-tax write-down of approximately $4.0 million, net of the $8.0 million redeemable preferred shares which have been cancelled.
Bachelor Lake, Quebec
Halo previously held a 1% NSR in several Val D’Or, Quebec properties 100% owned by Metanor Resources Inc. (the Bachelor Lake Properties).
Pursuant to agreements dated March 20, 2011 and March 22, 2012 Gold Royalties Corporation (“Gold Royalties”), a Calgary based income-oriented royalty company, acquired the 1% NSR for a total purchase price of $1,500,000, of which $1,200,000 was received on March 31, 2011 and $300,000 received on March 22, 2012.
Selected Financial Data
The following selected financial information is derived from the unaudited condensed interim financial statements of the Company. See “Adoption of International Financial Reporting Standards (“IFRS”)” in this MD&A.
Fiscal 2012
Fiscal 2011
Fiscal 2010
Three Month Periods Ending
May 31/12
$
Feb 29/12
$
Nov 30/11
$
Aug 31/11
$
May 31/11
$
Feb 28/11
$
Nov 30/10
$
Aug 31/10
$
Operations:
Expenses
(122,730)
(199,463)
(269,896)
(191,118)
(259,727)
(713,379)
(490,572)
(155,521)
Interest and other income
19,285
118,979
11,450
7,377
10,233
Nil
1,242
29,107
Gain on sale of NSR interest
300,000
Nil
Nil
Nil
1,200,000
Nil
Nil
Nil
Gain on sale of marketable
securities
Nil
Nil
Nil
Nil
Nil
Nil
Nil
100,345
Write-off of exploration and
evaluation assets
(4,212,538)
Nil
Nil
Nil
Nil
Nil
Nil
(226,189)
Future income tax recovery
(expense)
686,400
93,300
72,500
206,200
(246,000)
128,000
(32,000)
478,280
Net income (loss) before
comprehensive item
(3,329,583)
12,816
(185,946)
22,459
704,506
(585,379)
(521,330)
226,022
Comprehensive item
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(103,823)
Net income (loss)
(3,329,583)
12,816
(185,946)
22,459
704,506
(585,379)
(521,330)
122,199
Basic and diluted
income (loss) per share
(0.11)
0.00
(0.01)
0.01
0.02
(0.02)
(0.03)
0.01
Dividends per share
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Balance Sheet:
Working capital (deficiency)
2,951,170
2,803,957
2,748,752
2,693,855
3,218,000
2,825,055
(674,064)
(39,362)
Total assets
28,852,390
33,113,891
33,006,465
33,286,178
33,388,398
32,394,775
28,752,324
28,074,416
Redeemable preferred shares
8,000,000
8,000,000
8,000,000
8,000,000
8,000,000
8,000,000
8,000,000
8,000,000
Deferred income tax liability
801,500
1,487,900
1,581,200
1,653,700
1,859,900
1,613,900
1,741,900
1,709,900
Results of Operations
During the nine months ended May 31, 2012 (the “2012 period”) the Company reported a net loss of $3,502,713, compared to a net loss of $402,203 for the nine months ended May 31, 2011 (the “2011 period”) an increase in loss of $3,100,510. The fluctuation was mainly attributed to the following items:
(i) during the 2012 period the Company recorded impairments totalling $4,212,538 reflecting impairment charges on the Drew and Weldon claims forming part of the Sherridon VMS Property and the Duport Property.
The Drew and Weldon option agreements required final cash option payments and share issuances on July 23, 2012. The Company has determined not to exercise the options and, accordingly, recorded a write-off of $198,057. The Company is currently in discussions to consider revised terms to the Weldon option agreement.
During the 2012 period all parties to the various agreements on the Duport Property attempted to renegotiate the terms to restructure the interests in the Duport Property. In July 2012 Hays Lake and the Company
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notified Sheridan of their determination to relinquish and return the Duport Property to Sheridan. Accordingly the Company has recorded a write-off of $4,014,481 to reflect the impairment. A carrying value of $8,000,000 remains as an offset to the $8,000,000 redeemable preferred shares. These amounts will be eliminated upon the legal extinguishment of the preferred shares; and
(ii) the Company recorded interest and other income of $331,185 for the 2012 period compared to $1,211,475 for the 2011 period. During the 2012 period the Company recorded a total of $31,185 (2011 - $11,475) for interest and other income derived from demand deposits held. In addition, during the 2011 period the Company negotiated the sale of its 1% NSR interest in the Bachelor Lake Property for $1,200,000 cash. The Company retained a 40% residual interest in any NSR payments paid for more than 200,000 oucnes of gold. In March 2012 the Company sold the residual interest for $300,000 cash.
The increase in loss in the 2012 period was partially offset by the following items:
(i) a $1,002,200 increase in deferred income tax recovery, from $150,000 deferred income tax expense reported in the 2011 period to $852,200 deferred income tax recovery in the 2012 period;
(ii) during the 2012 period the Company recorded a $118,529 gain on sale of an accommodation camp unit. During the 2011 period the Company did not dispose of any plant and equipment; and
(iii) during the 2011 period the Company granted 1,936,000 share options to its employees, directors and consultants and recorded compensation expense of $559,911. No options were granted in the 2012 period. During the 2012 period the Company recorded compensation expense of $39 (2011 - $nil) on the vesting of stock options previously granted.
General and administrative costs decreased from $875,012 in the 2011 period to $569,156 in the 2012 period, as follows:
2012
$
2011
$
Accounting and administration
76,650
80,500
Advertising
1,382
21,051
Compensation and benefits
43,750
120,722
Consulting and professional fees
143,426
173,271
Directors’ fees
20,250
10,500
Filing fees and transfer agent
16,621
35,077
Insurance
21,803
17,861
Investment conferences
20,600
38,404
Investor relations and shareholder communications
28,218
102,209
Legal and audit
125,488
198,007
Office and general
5,982
17,703
Office rent and operating costs
33,339
21,600
Printing
1,555
2,462
Telephone
8,439
12,748
Travel and related costs
21,167
22,233
Website and internet costs
426
664
569,156
875,012
The decrease in the 2012 period reflected reduced levels of activities and the closure of the Flin Flon office in December 2011.
Significant general and administrative expenditures incurred during the 2012 period include: $84,447 (2011 - $158,001) for legal costs incurred primarily for general legal advice on amendments to various property agreements and general corporate activities; $41,041 (2011 - $40,006) for independent audit costs; $76,650 (2011 - $80,500) for accounting and administration; and $143,426 (2011 - $173,271) for consulting and professional costs.
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During the 2012 period the Company incurred $143,426 (2011 - $173,271) for consulting and professional services, of which $97,270 (2011 - $150,109) was billed by private companies owned by certain directors of the Company and $46,156 (2011 - $23,162) was billed by various parties for corporate advisory services.
During the 2012 period accounting and administration expenses of $76,650 (2011 - $80,500) was billed by Chase Management Ltd. (“Chase”), a private company owned by Nick DeMare, a director and the CFO of the Company for bookkeeping, accounting, administration and corporate filing services provided by Chase personnel.
During the 2012 period the Company recorded a total of $43,750 (2011 - $141,250) for compensation to Lynda Bloom, the former President of the Company. Of the compensation charged, $nil (2011 - $35,940) was capitalized to unproven mineral interests and $43,750 (2011 - $105,310) was expensed.
During the 2012 period the Company incurred $28,218 for investor relations and shareholder communication costs, a decrease of $73,991 from $102,209 incurred during the 2011 period. During the 2012 period the Company engaged one firm to provide investor relations services and incurred $20,694. During the 2011 period the Company had three firms provide investor relations services and incurred $66,237. See also “Investor Relations and Corporate Development”.
During the 2012 period the Company incurred a total of $399,485 (2011 - $1,280,800) on the Sherridon Project, $784,339 (2011 - $892,140) on the Red Lake District and $784,339 (2011 - $9,245) on the Duport Property. During October 2011 the Company received a $400,000 option payment from HudBay pursuant to the West Sherridon Option agreement. In December 2011 the Company also received a $400,000 option payment from HudBay pursuant to the option agreement on the Cold and Lost claims. HudBay paid the Company a further $48,262 for its short-fall on its exploration requirement on the Cold and Lost claims. The Company also received a $550,498 exploration expenditure recovery on the Bridget Lake Property. See “Exploration Projects” for detailed descriptions of exploration activities.
During the nine months ended May 31, 2011 the Company completed private placements of 11,440,000 units for total gross proceeds of $5,302 000 and issued 125,600 common shares for warrants exercised for $43,960. During the nine months ended May 31, 2012 the Company did not conduct any financings.
Financial Condition / Capital Resources
The Company’s practice is to proceed with staged exploration, where each stage is dependent on the successful results of the preceding stage. To date the Company has not received any revenues from its mining activities and has relied on equity financing to fund its commitments and discharge its liabilities as they come due.
At May 31, 2012 the Company had working capital of $2,951,170, had not yet achieved profitable operations, has a deficit of $32,663,468 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional financing in order to conduct its planned work programs on its mineral interests, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. There can be no assurance that it will be able to do so. If such funds cannot be secured, the Company may be forced to curtail additional exploration efforts to a level for which funding can be secured.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Proposed Transactions
The Company has no proposed transactions.
Critical Accounting Estimates
The preparation of financial statements in conformity IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Examples of significant estimates made by management include the determination of mineralized reserves, plant and
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equipment lives, estimating the fair values of financial instruments, impairment of long-lived assets, reclamation and rehabilitation provisions, valuation allowances for future income tax assets and assumptions used for share-based compensation. Actual results may differ from those estimates.
Changes in Accounting Policies
IFRS Implementation - Changes in Accounting Policies Including Initial Adoption
The Canadian Accounting Standards Board established 2011 as the year that Canadian companies’ financial reporting requirements should comply with IFRS. Accordingly, the Company has commenced reporting on an IFRS basis in the current condensed interim financial statements. The transition date, September 1, 2010, has required the restatement for comparative purposes of amounts reported by the Company for the year ended August 31, 2011.
The Company has completed its internal review of the impact of the adoption of IFRS. This review considered potential differences between applicable IFRS policies and those currently used by the Company. Accounting policy changes were made due to IFRS in the areas of exploration and evaluation assets, impairment testing, property, plant and equipment, provision for site restorations, and share-based compensation. Available elections under IFRS minimized the impact of these changes such that the financial reporting impact of the transition to IFRS is not material to the Company’s financial results. The impact of the changes to IFRS is detailed in Note 14 to the condensed interim financial statements and none of these are considered material.
Accounting Standards and Interpretations Issued but Not Yet Adopted
(i) IFRS 9 Financial Instruments (New; to replace IAS 39); effective for annual periods beginning on or after January 1, 2013.
(ii) IFRS 10 Consolidated Financial Statements; effective for annual periods beginning on or after January 1, 2013. Early application is permitted. IFRS 10 establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 supersedes IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidated - Special Purpose Entities.
(iii) IFRS 11 Joint Arrangements; effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted. IFRS 11 establishes principles for financial reporting by parties to a joint arrangement. IFRS supersedes the current IAS 31 Interest in Joint Ventures and SIC-13 Jointly Controlled Entities - Non-Monetary Contributions by Ventures.
(iv) IFRS 12 Disclosure of Interest in Other Entities; effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted. IFRS 12 applies to entities that have an interest in a subsidiary, a joint arrangement, an associate or an unconsolidated structured entity.
(v) IFRS 13 Fair Value Measurements; to be applied for annual periods beginning on or after January 1, 2013. Earlier application is permitted. IFRS 13 defines fair value, sets out in a single IFRS framework for measuring fair value and requires disclosures about fair value measurements. IFRS 13 applies to IFRSs that require or permit fair value measurements or disclosures about fair value measurements (and measurements, such as fair value less costs to sell, based on fair value or disclosures about those measurements).
(vi) IAS 12 Income Taxes, Amendments Regarding Deferred Tax: Recovery of Underlying Assets; effective for annual periods beginning on or after January 1, 2012.
Management is currently assessing the impact of these new standards on the Company’s accounting policies and financial statement presentation.
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Transactions with Related Parties
A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. Certain of these entities transacted with the Company during the reporting period.
(a) Transactions with Key Management Personnel
During the nine months ended May 31, 2012 and 2011 the following amounts were incurred with respect to the Company’s President and Chief Executive Officer, Chief Financial Officer and Chief Operating Officer:
2012
$
2011
$
Professional fees
214,750
357,888
Share-based compensation
-
186,002
214,750
543,890
As at May 31, 2012, $20,650 (2011 - $25,400) remained unpaid and has been included in accounts payable and accrued liabilities.
(b) Transactions with Other Related Parties
During the nine months ended May 31, 2012 and 2011 the following amounts were incurred with respect to other officers and directors:
2012
$
2011
$
Salaries
43,750
141,250
Professional fees
77,750
22,000
Share-based compensation
-
226,730
121,500
389,980
As at May 31, 2012, $17,250 (2011 - $40,083) remained unpaid and has been included in accounts payable and accrued liabilities.
Risks and Uncertainties
The Company competes with other mining companies, some of which have greater financial resources and technical facilities, for the acquisition of mineral concessions, claims and other interests, as well as for the recruitment and retention of qualified employees.
The Company is in compliance in all material regulations applicable to its exploration activities. Existing and possible future environmental legislation, regulations and actions could cause additional expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted. Before production can commence on any properties, the Company must obtain regulatory and environmental approvals. There is no assurance that such approvals can be obtained on a timely basis or at all. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations.
Investor Relations and Corporate Development
During the nine months ended May 31, 2012 the Company incurred $20,694 (2011 - $66,237) for investor relations and shareholder communications costs.
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On February 4, 2011, the Company entered into an agreement with Deutsche Investor Relations GmbH (“DIRG”) in Germany to provide investor relations and marketing services for the Company for a remuneration of Euro 2,500 per month. During the nine months ended May 31, 2012, the Company was billed $20,694 (Euro 15,000) by DIRG.
The Company maintains a web site at www.halores.com.
Outstanding Share Data
The Company’s authorized share capital is unlimited common shares without par value. As at July 27, 2012, there were 29,004,283 issued and outstanding common shares, 1,961,000 stock options outstanding, at exercise prices ranging from $0.45 to $1.00 per share, 6,516,000 warrants outstanding, with exercise prices ranging from $0.35 to $0.70 per share and compensation warrants to purchase 425,200 units at an exercise price of $0.50 per unit

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aus der Diskussion: Halo Resources Kupfer-Zink-Silber-Gold Teil 2 Halo schon bald Produzierender Rohstoff Explorer
Autor (Datum des Eintrages): Robert023  (28.07.12 11:20:53)
Beitrag: 516 von 557 (ID:43433763)
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