Snowfield Development Corp. (SNO TSX-V) ("Snowfield") is an exploration stage company engaged in the acquisition and exploration of prospective diamond properties in the Northwest Territories and the Province of Quebec in Canada. The Company also retains an active interest in a gold exploration property in the Province of British Columbia.
The Company filed, on October 5, 2005, a First Quarter Report containing financial statements (reported in Canadian funds), prepared without audit, a Form 51-102F1 - Management Discussion and Analysis and Forms 52-109FT2 - Certifications of Interim Filing During Transition Period for the three month period ended July 31, 2005 and 2004, with the appropriate regulatory authorities through SEDAR (www.sedar.com) in addition to mailing them to shareholders whose names appear on the Company's Supplemental List. The First Quarterly Report can be viewed on the SEDAR website at www.sedar.com. Pursuant to the requirements of National Instrument 54-102, the following provides a reasonable summary of the information contained in the aforesaid First Quarter Report.
The Company incurred incurred $212,281 (net of recovery from joint venture partners of $106,428) of exploration and development expenditures on its diamond exploration properties during the three month period ended July 31, 2005.
On May 6, 2005, the Company entered into an agreement with New Shoshoni Ventures Ltd. ("New Shoshoni") and Consolidated Gold Win Ventures Ltd. ("Goldwin") whereby the Defeat Lake Joint Venture (the "DLJV") was created to carry out exploration work on all joint venture partner's interests in the Defeat Lake area. To earn a 75% interest in the joint venture, New Shoshoni must expend the first $500,000 of exploration expenditures on or before May 6, 2009. To earn a 15% interest in the DLJV, the Company assigned to the DLJV its valid MacKenzie Valley Land & Water Board Class "A" Land Use Permit covering the Fate Claim, made available all data complied from its exploration work previously conducted on the Fate Claim and will contribute a pro-rata portion of the exploration expenditures once New Shoshoni has expended the first $500,000 of exploration expenditures on the DLJV. For Goldwin to earn its 10% interests in the DLJV, Goldwin assigned to the DLJV all rights and title to its Kelda, FEA 1 and EFA1 mineral claims to the DLJV, assigned all rights and title including the right to buy down the gross overriding royalty and net smelter return to the CLEFT mineral claim, and contribute pro-rata portion of the exploration expenditures once New Shoshoni has expended the first $500,000 of exploration expenditures in the DLJV.
On February 24, 2005, subsequently amended on July 10, 2005 and August 29, 2005, the Company entered into a Letter of Intent agreement with Challenger Development Corp. ("Challenger") whereby Challenger can earn up to a 51% joint venture interest in the Wire Mineral Claim as follows:
Stage I Program
To earn a 51% interest in the Wire Claim, Challenger will make cash payments totalling $60,000 to the Company, issue 300,000 common shares, and expend a total of $250,000 on programs of exploration on the Wire Claim under a two stages Option as follows:
i) pay $25,000 to the Company on or before October 31, 2005 at the latest;
ii) subject to regulatory approval, issue 100,000 common shares of its capital stock on or before October 31, 2005 at the latest; and
iii) expend an aggregate of $100,000 on a Stage I program of exploration and development work on the Wire Claim on or before December 31, 2005.
Stage II Program
To earn a further 36% interest in the Wire, Challenger shall:
i) pay a further $35,000 to the Company on before January 31, 2006;
ii) issue a further 200,000 common shares to the Company by January 31, 2006 at the latest, and
iii) expend a further aggregate of $150,000 on a Stage II program of exploration and development work on the Wire Claim on or before July 31, 2006.
Should Challenger be successful in discovering kimberlitic pipes on the Wire Claim, Challenger shall pay the Company the sum of $35,000 for each kimberlitic pipe discovered up to a maximum of two kimberlitic pipes or a total payment of $70,000.
A Production Royalty of cumulative 4% overriding royalty on any diamond production from the Wire Claim is reserved in favour, collectively, of Robert Carroll and the Company with a buy-back proviso contained in the Production Royalty Agreement allowing Challenger to purchase back from Robert Carroll and the Company up to 50% (a cumulative 2%) of the Production Royalty at a total cost of $3,000,000. The President and Director of Challenger is also the President and Director of the Company.
In originally acquiring the Wire Claim, the Company entered into an Agreement dated November 27, 2003 with Robert Carroll of Yellowknife, N.W.T. (the "Carroll Agreement"). On August 29, 2005, certain terms of the Carroll Agreement were amended whereby the Company's obligations under the First, Second and Third Stages of the Carroll Agreement were extended as follows
The First Stage
The date for expending an aggregate of $25,000 on Stage I program of exploration and development work on the Claim has been extended to October 31, 2005.
The Second Stage
The date for a $10,000 cash payment was extended to January 31, 2006. The date for expending an aggregate of $75,000 on a Stage II program of exploration and development work was extended to December 31, 2005, and the date for issuing a further 75,000 common shares of the Company to Carroll was extended to December 31, 2005.
The Third Stage
The date for a further $15,000 cash payment to Carroll was extended to January 31, 2006. The date for expending an aggregate of $150,000 on a Stage III program of exploration and development work was extended to July 31, 2006. Further, the due date for issuing a further 125,000 common shares of the Company to Carroll was extended to January 31, 2006.
On May 11, 2005, the Company received approval from Mackenzie Valley Land & Water Board to amend the Land Use Permit to include authority to proceed with the extraction of the Company's proposed 500 tonne bulk sample of kimberlite from the Mud Lake kimberlite discovery on it's Ticho Project.
Selected Annual Information
| Year Ended | Revenue ($) | Operating Loss ($) | Basic & Fully Diluted Loss Per Share($) | Total Assets ($) | Long Term Liabilities($) | Cash Dividend($) |
| April 30, 2005 | 544 | 895,976 | 0.027 | 2,883,110 | 105,129 | Nil |
| April 30, 2004 | 749 | 1,207,755 | 0.051 | 1,863,822 | 48,566 | Nil |
| April 30, 2003 | 90 | 921,164 | 0.080 | 1,937,756 | Nil | Nil |
Results of Operations
| Quarter Ended | Revenue ($) | OperatingLoss ($) | Basic & Fully Diluted Loss Per Share ($) | Total Assets($) | Long Term Liabilities ($) | Cash Dividend($) |
| July 31, 2005 | 181 | 197,141 | 0.005 | 2,964,480 | 102,807 | Nil |
| April 30, 2005 | 355 | 319,085 | 0.009 | 2,883,110 | 105,129 | Nil |
| January 31, 2005 | 31 | 200,660 | 0.006 | 2,483,193 | 99,704 | Nil |
| October 31, 2004 | 137 | 221,519 | 0.007 | 2,219,636 | 43,922 | Nil |
| July 31, 2004 | 21 | 154,712 | 0.005 | 1,910,096 | 46,244 | Nil |
| April 30, 2004 | 57 | 681,660 | 0.005 | 1,863,822 | 48,566 | Nil |
| January 31, 2004 | 174 | 152,277 | 0.006 | 1,973,938 | 32,508 | Nil |
| October 31, 2003, | 67 | 147,971 | 0.006 | 1,848,733 | 34,830 | Nil |
Liquidity and Capital Resources
As at July 31, 2005, the Company had a working capital deficiency of $680,437 (April 30, 2005 - $412,472. The Company expects that additional cash resources will be required to fund various mineral properties. In June 2005, the Company completed a non-brokered private placement (PP#18) of 2,000,000 units at the price of $0.15 per unit for a total proceeds of $300,000. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one common share at the price of $0.18 per share during the first year and $0.25 per share during the second year. The subject private placement was accepted for filing by the Exchange on May 19, 2004 and 2,000,000 shares were issued on May 20, 2004.
In January 2005, the Company completed a private placement (PP#19) consisting of 1,087,471 Flow-Through Shares at the price of $0.17 per share and 2,728,176 Non-Flow-Through Units at the price of $0.17 per unit. Each Non-Flow-Through Unit consisted of one common share and one share purchase exercisable for a period of two years. Each warrant entitles the holder to purchase one additional common share in the capital of the Company at a price of $0.25 per share for two years. This private placement was accepted for filing by the Exchange on January 18, 2005. As at July 31, 2005, all 2,728,176 of these warrants were outstanding.
In April 2005, the Company completed a private placement (PP#20) consisting of 140,000 flow-through shares and 1,276,500 non-flow through units at the price of $0.18 per share subject to regulatory approval. Each non-flow-through unit consists of one common share and one common share purchase warrant exercisable at the price of $0.25 per share for two years. This private placement was accepted for filing by the Exchange on April 26, 2005. As at July 31, 2005, all 1,276,500 of these warrants were outstanding.
ON BEHALF OF THE BOARD
"Robert T. Paterson"
President
SNOWFIELD DEVELOPMENT CORP.
THE CANADIAN VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENTS HEREOF.