AUGUSTA INDUSTRIES INC. (FORMERLY FIBER OPTIC SYSTEMS TECHNOLOGY INC.)

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1 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2011 AND FOR THE PERIOD FROM APRIL 28, 2010 (DATE OF INCORPORATION) TO DECEMBER 31, 2010 (Prepared in Canadian dollars)

2 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2011 AND FOR THE PERIOD FROM APRIL 28, 2010 (DATE OF INCORPORATION) TO DECEMBER 31, 2010 CONTENTS Page CONSOLIDATED FINANCIAL STATEMENTS Independent auditor s report 1-2 Consolidated statements of financial position 3 Consolidated statements of comprehensive loss 4 Consolidated statements of changes in equity 5 Consolidated statements of cash flows 6 Notes to the consolidated financial statements 7-46

3 Deloitte & Touche LLP 5140 Yonge Street Suite 1700 Toronto ON M2N 6L7 Canada Tel: Fax: Independent Auditor s Report To the Shareholders of Augusta Industries Inc. (formerly Fiber Optic Systems Technology Inc.) We have audited the accompanying consolidated financial statements of Augusta Industries Inc. (formerly Fiber Optic Systems Technology Inc.), which comprise the consolidated statements of financial position as at December 31, 2011, December 31, 2010 and April 28, 2010, and the consolidated statements of comprehensive loss, consolidated statements of changes in equity and consolidated statements of cash flows for the year ended December 31, 2011 and the period from April 28, 2010 (date of incorporation) to December 31, 2010, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

4 Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Augusta Industries Inc. (formerly Fiber Optic Systems Technology Inc.) as at December 31, 2011, December 31, 2010 and April 28, 2010, and its financial performance and its cash flows for the year ended December 31, 2011 and the period from April 28, 2010 (date of incorporation) to December 31, 2010 in accordance with International Financial Reporting Standards. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 2 in the consolidated financial statements which indicates that the Company incurred a net loss of $1,049 and $846 ($,000s) during the year ended December 31, 2011 and the period from April 28, 2010 to December 31, 2010, respectively, and as of December 31, 2011, the Company's accumulated deficit was $1,895. These conditions, along with other matters as set forth in Note 2, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Deloitte & Touche LLP Chartered Accountants Licensed Public Accountants April 30, 2012 Toronto Ontario

5 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT (in thousands of Canadian dollars) DECEMBER 31, 2011 DECEMBER 31, 2010 (Note 19) APRIL 28, 2010 (Note 19) Assets Current Assets Cash $ 40 $ 1,089 $ 1 Trade and other accounts receivable 1,181 1,198 - Inventory (note 6) Prepaid expenses and other assets Tax credits receivable (note 7) Deferred costs Total Current Assets 1,853 3,109 1 Non-current Assets Goodwill (note 4) 1,563 1,563 Capital and intangible assets (note 8) Total Non-current Assets 1,732 1,778 - Total Assets $ 3,585 $ 4,887 $ 1 Liabilities and Equity Current Liabilities Bank indebtedness (note 11) $ 469 $ 84 - Accounts payable and accrued liabilities Due to related parties (note 16) Deferred revenue Long-term debt -current portion (note 12) Convertible debentures (note 10) Total Current Liabilities 1,755 2,322 - Non-current Liabilities Long-term debt (note 12) Deferred tax liabilities (note 13b) Total Non-current Liabilities Total Liabilities 1,788 2,364 - Equity Share capital (note 9a) 2,191 2,191 1 Warrants (note 9b) Reserves (note 9d) Accumulated other comprehensive income Deficit (1,895) (846) - Total Equity 1,797 2,523 1 Total Liabilities and Equity $ 3,585 $ 4,887 $ 1 Approved on Behalf of the Board Gerry Feldman, CA Director Allen Lone Director The accompanying notes are an integral part of these consolidated financial statements. 3

6 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS For the year ended December 31, 2011 For the period April 28, 2010 (Date of Incorporation) to December 31, 2010 (Note 19) Sales $ 3,871 $ 1,681 Cost of sales 2,923 1,263 Gross profit Operating expenses Research and development Selling General and administrative (note 20) 1,273 1,001 Total operating expenses 1,855 1,198 Loss from operations (907) (780) Finance costs (197) (69) Foreign exchange gain (loss) 16 (11) Loss before income taxes (1,088) (860) Deferred income tax recovery (note 13) Net loss (1,049) (846) Other comprehensive income - 3 Comprehensive loss $ (1,049) $ (843) Basic and diluted loss per share $ ( 0.01) $ ( 0.01) Basic and diluted weighted average number of common shares outstanding (000 s) 164, ,645 The accompanying notes are an integral part of these consolidated financial statements. 4

7 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2011 AND FOR THE PERIOD FROM APRIL 28, 2010 (DATE OF INCORPORATION) TO DECEMBER 31, 2010 (in thousands of Canadian dollars) Common Stock Accumulated Other Number Amount Warrants Reserves Comprehensi ve Income Deficit Total Equity Balance, April 28, 2010 (Note 19) 1 $ 1 $ - $ - $ - $ - $ 1 Share capital before RTO 48,931 21, ,989 Share capital eliminated on RTO - (21,654) (21,654) Shares issued in escrow pursuant to RTO 91,815 1, ,277 Shares issued as transaction cost for RTO Shares issued on private placement 23,348 1, ,401 Share issuance costs - (37) (36) (73) Allocation of warrants issued on private placement - (500) Equity portion of convertible debenture Warrants issued with convertible debenture Share-based payment Deferred tax liabilities on convertible debenture - - (30) (3) - - (33) Net loss for the period (846) (846) Accumulated other comprehensive income Balance, December 31, 2010 (Note 19) 164,928 $ 2,191 $ 815 $ 360 $ 3 $ (846) $ 2,523 Equity portion of convertible debenture Warrants issued with convertible debenture Deferred tax liabilities on convertible debenture - - (43) (8) - - (51) Share-based payment Net loss for the year (1,049) (1,049) Accumulated other comprehensive income Balance, December 31, ,928 $ 2,191 $ 924 $ 574 $ 3 $ (1,895) $ 1,797 The accompanying notes are an integral part of these consolidated financial statements. 5

8 CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of Canadian dollars) For the year ended December 31, 2011 For the period April 28, 2010 (Date of Incorporation) to December 31, 2010 (Note 19) CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Net loss for the period $ (1,049) $ (846) Item not involving cash: Amortization of capital assets Finance costs Share-based payment Deferred income tax recovery (39) (14) Foreign exchange (gain) loss (16) 11 Issuance of common stock for RTO transaction cost - 50 (672) (421) Trade and other accounts receivable 17 (494) Tax credits receivable 55 (137) Inventory 13 (60) Prepaid expenses and other assets 58 (79) Deferred cost 64 - Accounts payable and accrued liabilities (6) (89) Deferred revenue 26 - Interest paid 15 9 Net changes in working capital accounts 242 (850) NET CASH USED IN OPERATING ACTIVITIES (430) (1,271) CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Proceeds from bank indebtedness Repayment of bank indebtedness - (437) Repayment of long term debt (20) (8) Repayment of related party loan (975) - Proceeds from issuance of common shares - 1,401 Share issuance costs - (73) NET CASH FROM (USED IN) FINANCING ACTIVITIES (610) 883 CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES Acquisition of property and equipment (9) (23) Cash acquired on RTO Cash acquired on acquisition of Marcon - 1,375 NET CASH FROM (USED IN) INVESTING ACTIVITIES (9) 1,477 NET (DECREASE) INCREASE IN CASH FOR THE PERIOD CASH, BEGINNING OF PERIOD CASH, END OF PERIOD (1,049) 1,089 1,089 - $ 40 $ 1,089 The accompanying notes are an integral part of these consolidated financial statements. 6

9 1. NATURE OF OPERATIONS Augusta Industries Inc. (formerly Fiber Optic Systems Technology, Inc.) (the Company or "Augusta") incorporated on October 13, 1999 under the laws of the State of Delaware with a registered office and a head-office location at 151 Randall Street, Suite 101 Oakville Ontario L6J 1P5 Canada. The major controlling shareholder of Augusta is Knoxbridge Corp. ( Knoxbridge ), who owns 65.23% of the voting shares of the Company. Augusta is the parent and ultimate parent of the following entities. Fox-Tek Canada Inc. ( Fox-Tek ), a wholly-owned subsidiary of Augusta, was formed to develop, integrate and sell fiber optic sensing systems for the rapidly expanding strain/temperature sensing market. The target market includes the monitoring, communication, alarming and prediction of safe/unsafe conditions in structures and facilities. Marcon International Inc. ( Marcon ), a wholly-owned subsidiary of Augusta, is in the business of selling equipment to foreign multinational companies operating primarily in the Middle East and to the United States government. The equipment is purchased from various suppliers in Canada, United States and Europe. Marcon was incorporated under the laws of the Province of Ontario on April 28, On August 1, 2010, Marcon entered into an Asset Purchase Agreement with Knoxbridge Corp., whereby Knoxbridge transferred certain net assets, to Marcon in exchange for shares and debt. The Asset Purchase Agreement also resulted in the transfer of all the shares of Marcon International (USA), Inc. and Marcon International (UK) Ltd. to Marcon. On September 24, 2010, the Company completed a reverse take-over transaction ( RTO ) with Marcon. The Company issued 91,815 common shares from treasury to Marcon s sole shareholder, Knoxbridge, in exchange for all of Marcon s outstanding shares. Although legally, the Company is regarded as the parent, Marcon, whose shareholder holds approximately % of the voting shares of the Company after the reverse takeover, is treated as the acquirer. Consequently, the Company is deemed to have been acquired by Marcon in consideration for the issuance of the shares of the Company. The consolidated financial statements were approved for issue by the Board of Directors on April 24, BASIS OF PRESENTATION Statement of Compliance The consolidated financial statements ( financial statements ) have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board and include the accounts of the Company and its wholly-owned subsidiaries ( the Group ), Fiber Optic Systems Technology (Canada), Inc, Fiber Optic Systems Technology (U.S.A.), Inc., Fox-Tek Canada, Inc., PinPoint FOX-TEK Inc., Marcon International Inc., Marcon International (USA) Inc., and Marcon International (UK) Ltd. All inter-company accounts and transactions have been eliminated. The consolidated statements of comprehensive loss includes the operations of the Group for the year ended December 31, The comparative periods for 2010 include transactions from the date of incorporation (April 28, 2010) to December 31,

10 2. BASIS OF PRESENTATION (Continued) Statement of Compliance (Continued) Previously, the Group prepared its annual consolidated financial statements in accordance with Canadian Generally Accepted Accounting Principles ( Canadian GAAP ). The significant accounting policies are presented in Note 3 and have been consistently applied in each of the years presented. Significant accounting estimates, judgements and assumptions used or exercised by management in the preparation of these consolidated financial statements are presented below. The Group s date of transition to IFRS and its opening IFRS consolidated statement of financial position are as at April 28, 2010 (the Transition Date ). An explanation of how the transition to IFRS on the Transition Date has affected the reported financial position and financial performance of the Group is provided in note 19, which includes reconciliations of the Group s consolidated statements of financial position, comprehensive loss and equity for comparative periods prepared and previously reported in accordance with Canadian GAAP, to those prepared and reported in these consolidated financial statements in accordance with IFRS. Going Concern The consolidated financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Group will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operation. The Group has incurred a net loss of $1,049 (2010 $846) for the year ended December 31, 2011, accumulated deficit of $1,895 (2010 $846) from inception and working capital (defined as current assets less current liabilities) of $98 (2010 working capital of $787) as at December 31, This casts significant doubt on the Group s ability to continue as a going concern unless it can generate net profit and raise adequate financing. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Group be unable to continue in existence. These adjustments could be material. 8

11 3. SIGNIFICANT ACCOUNTING POLICIES Business Combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisitionrelated costs are generally recognized in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except that: deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with International Accounting Standard ( IAS ) 12 Income Taxes and IAS 19 Employee Benefits respectively; liabilities or equity instruments related to share-based payment arrangements of the acquiree or sharebased payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payment at the acquisition date (see note 9 (c)); and, Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed at their respective fair values. For subsequent changes, the net of the acquisitiondate amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period of 12 months, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. The policy described above is applied to all business combinations that take place on or after April 28,

12 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Goodwill Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed at their respective fair values. Goodwill is not amortized but tested for impairment annually or more frequently if changes in circumstances indicate a potential impairment. For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units or groups of cash-generating units ( CGU ) that is expected to benefit from the synergies of the combination. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidated statement of operation. An impairment loss recognised for goodwill is not reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Revenue Recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Sale of Goods Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all the following conditions are satisfied: the Company has transferred to the buyer the significant risks and rewards of ownership of the goods; the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the Company; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering Of Services Revenue from a contract to provide services such as installation and data monitoring is recognised by reference to the stage of completion of the contract. The stage of completion of the contract is determined as follows: servicing fees included in the data monitoring products sold are recognised by reference to the proportion of the total cost of providing the service; and revenue from time and material contracts is recognised at the contractual rates as labour hours and direct expenses as incurred. Sales of Electric Field Mapping ( EFM ) monitoring systems and FT Systems are accounted for as multiple element revenue transactions and the fair value of the consideration received or receivable is allocated between the goods supplied and the installation and data monitoring sold. The consideration allocated to the data monitoring is measured by reference to their fair value the amount for which the services could be sold separately. Such consideration is not recognised as revenue at the time of the initial sale transaction but is deferred and recognised as revenue pro rata over the service period. 10

13 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Inventory Inventory consists of raw materials used in the manufacturing of fiber optics sensing systems, work in process and finished goods. Inventory is recorded at the lower of cost and net realizable value. The cost is determined on a first-in, first-out basis principle and includes expenditures incurred in acquiring the inventories, production or conversion costs and other cost incurred in bringing them to their existing location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Capital and intangible assets Automobile, computer hardware, scientific and office equipment, and computer software are stated at cost less accumulated depreciation and accumulated impairment losses. Amortization is recognized so as to write off the cost or valuation of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. The amortization rates for capital and intangible assets are as follows: Method Rate Automobile Straight-line 30% Computer hardware Straight-line 30% Scientific equipment Straight-line 30% Office equipment Straight-line 20% Computer software Straight-line 50% Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. 11

14 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Impairment of capital and finite-life intangible assets other than Goodwill At the end of each reporting period, the Group assesses whether there is any indication of an impairment loss. If any such indication exists, then the Group will perform an impairment test. The impairment test is to compare the asset's carrying amount and its recoverable amount, where the recoverable amount is defined as the higher of the assets fair value less costs to sell and its value-in-use. Under the value-inuse calculation, the expected future cash flows from the asset are discounted to their net present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGU, or otherwise they are allocated to the smallest group of CGU for which a reasonable and consistent allocation basis can be identified. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease). At the end of each reporting period, the Group assesses whether there is any indication that an impairment loss recognized in prior periods for an asset other than goodwill may no longer exist or may have decreased. If any such indication exists, the Group will estimate the recoverable amount of that asset, and reverse the impairment. Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date. It requires consideration as to whether the fulfillment of the arrangement is dependent on the use of a specific tangible asset or the arrangement conveys a right to use the tangible asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. Operating lease payments are recognized as an expense in the consolidated statement of comprehensive income (loss) on a straight-line basis over the lease term. Foreign Currencies Change of functional currency The consolidated financial statements are presented in Canadian dollars, which is the parent s functional and presentation currency. Each entity in the Group determines its own functional currency. Management reviewed the primary and secondary indicators in IAS 21, the effects of changes in foreign exchange rates, and determined that the functional currency for Marcon International (USA) Inc. is US dollars, for Marcon International (UK) Ltd. is UK pounds, and for all other subsidiaries is Canadian dollars. The functional currency of an entity reflects the underlying transactions, events and conditions that are relevant to the entity. Accordingly, once the functional currency is determined, it can be changed only if there is a change to those underlying transactions, events and conditions. Subsequent to the RTO the economic condition of Augusta and its functional currency has changed from US dollars to Canadian dollars. Accordingly, Augusta has applied the translation procedures applicable to the new functional currency prospectively from the date of the change. The entity translated all items into the new functional currency using the exchange rate at the date of the change. The resulting translated amounts of the non-monetary items were accounted for at their historical cost. The translation adjustment on the date of the change in functional currency of $3 is reported in accumulated other comprehensive income indefinitely. 12

15 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Foreign Currencies (Continued) Foreign currency translation Under IFRS, when the Group translates the financial statements of subsidiaries from their functional currency to presentation currency, assets and liabilities are translated into Canadian dollars at the exchange rate in effect at the balance sheet date. Share capital, warrants, equity reserves, other comprehensive income, and deficit are translated into Canadian dollars at historical exchange rates. Revenues and expenses are translated into Canadian dollars at the average exchange rate for the period. Foreign exchange gains and losses on translation are included in other comprehensive income. Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. Share-based compensation plan The Group has an Employee Stock Option Plan, which is described in note 9 (c). Employees (including officers), directors, and consultants of the Group receive remuneration in the form of stock options granted under the plan for rendering services to the Company. The Employee Stock Option Plan has graded vesting period and exercisable up to five years from the date of grant. Any consideration received on the exercise of stock options is added to share capital. The cost of options is recognized, together with a corresponding increase in equity reserves, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant optionee becomes fully entitled to the award ("the vesting date"). The cumulative expense recognized for option grants at each reporting date until the vesting date reflects the portion of the vesting period that passed and the Company's best estimate of the number of options that will ultimately vest on the vesting date. The Company records compensation expense and share-based payments reserve for all stock options granted which represents the movement in cumulative expense recognized as at the beginning and end of that period. As it is not reliable to estimate the fair value of employee services rendered, the Group values the stock options based on the fair value of stock options. The fair value for these options is estimated at the date of grant using the Black-Scholes option pricing model. The Company is also required to estimate the expected future forfeiture rate of options in its calculation of share-based payment. Each tranche of the stock options with graded vesting period is considered a separate grant at each vesting date for the calculation of fair value, and the resulting fair value is amortized over the vesting period of the respective tranches, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity reserve. Where the terms of a stock option award are modified, the Group recognizes, at a minimum, the difference between the services received from the grant date and fair value of the modified stock option, unless the award has not vested. An additional expense is recognized for any modification which increases the total fair value of the option, or is otherwise beneficial to the optionee as measured at the date of modification. 13

16 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Share-based compensation plan (Continued) The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. Share-based payment transactions of the acquiree in a business combination At the acquisition date, when the outstanding equity-settled share-based payment transactions held by the employees of an acquiree are not exchanged by the Group for its share-based payment transactions, the acquiree share-based payment transactions are measured at their market-based measure at the acquisition date. Earnings (loss) per common share Basic earnings (loss) per common share is determined by dividing net profit (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period, excluding shares securing employee share purchase loans and shares in escrow. Diluted earnings (loss) per common share is calculated in accordance with the treasury stock method and based on the weighted average number of common shares and dilutive common share equivalents outstanding. Cost of private placement financing Incremental costs incurred in respect of raising capital through private placements are charged against equity proceeds raised. Incremental costs incurred in respect of issuing convertible debentures are charged against the liability and equity components. The issue costs allocated to the liability component are amortized over the term of the convertible debentures and accrete up to the principal balance at maturity. The accretion, amortization of issue costs and the interest paid are expensed within finance costs on the consolidated statement of comprehensive loss. Taxation Current income tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the end of the reporting period. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the intention is to settle on a net basis, or to realize the asset and settle the liability simultaneously. Current income tax relating to items recognized directly in equity is recognized in equity and not through profit or loss. 14

17 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Taxation (Continued) Deferred tax Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences, carry-forward of unused tax credits, and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary difference and the carry forward of unused tax credits and unused tax losses can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at end of reporting period. Deferred tax relating to items recognized directly in equity is also recognized in equity and not in the consolidated statement of comprehensive income (loss). The carrying amount of deferred tax assets is reviewed at of the end of reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each consolidated statement of financial position date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Tax credit receivable Government assistance and tax credits relating to qualifying expenditures, to the extent that there is reasonable assurance of realization, are accounted for using the cost reduction method, whereby the government assistance and tax credits are recorded as reductions against the related expenses or the carrying value of the related assets. Tax credits are subject to review by the Canada Revenue Agency ( CRA ) and any adjustments that may result could reduce the tax credit recorded. Research and development All research costs are expensed as incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated: the technical feasibility of completing the intangible asset so that it will be available for use or sale; the intention to complete the intangible asset and use or sell it; the ability to use or sell the intangible asset; how the intangible asset will generate probable future economic benefits; the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and, the ability to measure reliably the expenditure attributable to the intangible asset during its development. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. 15

18 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Financial assets and liabilities Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument. The classification of financial assets and liabilities depends on the nature and purpose of the financial assets or liabilities and is determined at the time of initial recognition. Financial assets and financial liabilities are initially measured at fair value. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the consolidated statement of operations. Financial assets The Company classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Company s accounting policy for each category is as follows: a) Fair value through profit or loss ( FVTPL ) This category comprises financial assets held for trading and assets designated upon initial recognition as FVTPL. Financial assets held for trading are acquired or incurred principally for the purpose of selling or repurchasing in the near term. On initial recognition it is part of a portfolio of identifiable financial instruments managed together for which there is evidence of a recent pattern of short-term profit taking, or a derivative (excluding a derivative used for hedging). FVTPL are carried in the statement of financial position at fair value with changes in fair value recognized in the statement of comprehensive loss for the year. b) Loans and receivables Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company s trade and other receivables are of short term nature and their fair values approximate their carrying values and are included in current assets. Loans and receivables are recognized initially at the amount expected to be received, less, when material, a discount to reduce loans and receivables to fair value. Subsequently, loans and receivable are measured at initial measurement less any allowance for doubtful accounts. c) Held-to-maturity investments Non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company s management has the intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method. If there is objective evidence that the investment is impaired, the amount of the impairment loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the Company s original effective interest rate. The impairment losses are recognized in the statement of comprehensive loss. d) Available-for-sale Non-derivative financial assets designated as available-for-sale and financial assets that are not classified as loans and receivables, held to maturity investments or FVTPL. Available-for-sale are carried at fair value with changes in fair value recognized in other comprehensive income. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment other than temporary, the amount of the loss is removed from the other comprehensive income and recognized in the statement of comprehensive loss. All financial assets except for those recorded at fair value through profit or loss and as available-for-sale are subject to review for impairment. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Financial liabilities The Company classifies its financial liabilities into one of two categories depending on the purpose for which the liability was assumed. The Company s accounting policy for each category is as follows: 16

19 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Financial assets and liabilities (Continued) a) FVTPL This category comprises financial liabilities held for trading and liabilities designated upon initial recognition as FVTPL. FVTPL liabilities are carried in the statement of financial position at fair value with changes in fair value recognized in the statement of comprehensive loss for the period. b) Other financial liabilities All other financial liabilities except financial liabilities FVTPL. The Group s financial instruments consist of the following: Financial Instrument Classification Measurement Cash Loans and receivables Amortized cost Trade and other accounts Loans and receivables Amortized cost receivables Tax credits receivable Loans and receivables Amortized cost Bank indebtedness Other financial liabilities Amortized cost Accounts payable and accrued Other financial liabilities Amortized cost liabilities Due to related parties Other financial liabilities Amortized cost Long term debt Other financial liabilities Amortized cost Convertible debentures Other financial liabilities Amortized cost The fair value of cash, trade and other accounts receivables, tax credits receivables, bank indebtedness, accounts payable and accrued liabilities, and due to related parties, approximates their carrying values due to their short-term nature. Classification of financial instruments IFRS 7, Financial instruments: disclosures, establishes a fair value hierarchy that reflects the significance of inputs in measuring fair value as the following: Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices); and Level 3 inputs for the assets or liability that are not based on observable market data (unobservable inputs). The classification of a financial instrument in the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. 17

20 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) New Accountings standards and interpretations The following are IFRS standards that have been issued by the International Accounting Standards Board, which may affect the Group, but are not yet effective: IAS 12, Income taxes, was amended in December 2010 to remove subjectivity in determining on which basis an entity measures the deferred tax relating to an asset. The amendment introduces a presumption that an entity will assess whether the carrying value of an asset will be recovered through the sale of the asset. The amendment to IAS 12 is effective for reporting periods beginning on or after January 1, The Group is assessing the effect of the changes to IAS 12 on its financial results and financial position. IAS 28, Investments in Associates and Joint Ventures, was amended in 2011 and prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. IAS 28 is effective for annual periods beginning on or after January 1, Earlier application is permitted. The Group is assessing the effect of the changes to IAS 28 on its financial results and financial position. IFRS 9, Financial Instruments, was issued in November 2009 and is the first step to replace current IAS 39, Financial Instruments: Recognition and Measurement. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, The Group is assessing the effect of the changes to IFRS 9 on its financial results and financial position. IFRS 10, Consolidated Financial Statements, establishes principles for the presentation and preparation of financial statements when an entity controls one or more other entities. IFRS 10 supersedes IAS 27, Consolidated and Separate Financial Statements, and SIC-12, Consolidation Special Purpose Entities, and is effective for annual periods beginning on or after January 1, Earlier application is permitted. The Group is assessing the effect of the changes to IFRS 10 on its financial statement disclosures. IFRS 12, Disclosure of Interests in Other Entities, applies to entities that have an interest in a subsidiary, a joint arrangement, an associate or an unconsolidated structured entity. IFRS 12 is effective for annual periods beginning on or after January 1, Earlier application is permitted. The Group is assessing the effect of the changes to IFRS 12 on its financial statement disclosures. IFRS 13, Fair Value Measurements, 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), except in specified circumstances. IFRS 13 is to be applied for annual periods beginning on or after January 1, Earlier application is permitted. The Group is assessing the effect of the changes to IFRS 13 on its financial results and financial position 18

21 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Use of estimates The preparation of the financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts that are reported in the financial statements and accompanying note disclosures. Although these estimates and assumptions are based on management s best knowledge of current events, actual results may be different from the estimates. Estimates and assumptions are used when accounting for items such as the allowance for doubtful accounts, useful lives of capital and intangible assets, impairment of goodwill, impairment of capital assets, impairment of inventory, revenue recognition, acquisition accounting, share-based payment, valuation of warrants, and valuation of convertible debentures. The key sources of estimation uncertainty at the balance sheet date, which have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year, are discussed below. Allowances for impairment of trade and other receivables The Group's carrying value of trade and other receivables as at December 31, 2011 was approximately $1,181 (2010 $1,198), net of allowances for doubtful accounts of $21 (2010 $20). The policy for allowances for impairment on accounts receivable of the Group is based on the evaluation of collectability and on management's judgment. A considerable amount of judgment is required in assessing the ultimate realization of these receivables, including the current creditworthiness and the past collection history. If the financial conditions of the debtors of the Group were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Useful Lives of Capital and Intangible Assets The useful lives of capital and intangible assets have been determined by management to reflect their usage and economic life. Management has determined the residual value of these assets to be nil. As at December 31, 2011 there is no evidence of a change in the useful lives of capital and intangible assets. Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the recoverable amount of the CGU to which goodwill has been allocated. The calculation of value in use requires the Group to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate the present value. If the recoverable amount of the CGU is less than its carrying amount, an impairment is recorded. As at December 31, 2011, the carrying amount of goodwill is $1,563 (December 31, 2010: $1,563), net of accumulated impairment loss of $ Nil (December 31, 2010: $Nil). Impairment of capital assets Property and equipment is reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is determined with reference to the fair value of the property and equipment less costs to sell or the value-in-use calculations. An impairment loss is measured as the difference between the asset's carrying amount and the recoverable amount. Where recoverable amount is determined to be less than the carrying amount, an impairment loss may arise. As at December 31, 2011, the carrying amount of property and equipment is $169 (December 31, 2010: $215), net of accumulated depreciation of $73 (December 31, 2010: $19). 19

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