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Lundin Mining Corp – ‘40FR12B’ on 10/16/06 – ‘EX-99.52’

On:  Monday, 10/16/06, at 11:20am ET   ·   Accession #:  1204459-6-902   ·   File #:  1-33086

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/16/06  Lundin Mining Corp                40FR12B               97:20M                                    Newsfile Cor… Toronto/FA

Registration of Securities of a Canadian Issuer — SEA’34 §12(b)   —   Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40FR12B     Registration of Securities of a Canadian Issuer --  HTML    103K 
                          SEA'34 §12(b)                                          
 2: EX-23.1     Consent of Experts or Counsel                       HTML     22K 
11: EX-23.10    Consent of Experts or Counsel                       HTML     22K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML     22K 
 4: EX-23.3     Consent of Experts or Counsel                       HTML     24K 
 5: EX-23.4     Consent of Experts or Counsel                       HTML     24K 
 6: EX-23.5     Consent of Experts or Counsel                       HTML     24K 
 7: EX-23.6     Consent of Experts or Counsel                       HTML     24K 
 8: EX-23.7     Consent of Experts or Counsel                       HTML     22K 
 9: EX-23.8     Consent of Experts or Counsel                       HTML     22K 
10: EX-23.9     Consent of Experts or Counsel                       HTML     22K 
12: EX-99.1     Miscellaneous Exhibit                               HTML     85K 
21: EX-99.10    Miscellaneous Exhibit                               HTML     23K 
22: EX-99.11    Miscellaneous Exhibit                               HTML     28K 
23: EX-99.12    Miscellaneous Exhibit                               HTML     84K 
24: EX-99.13    Miscellaneous Exhibit                               HTML     25K 
25: EX-99.14    Miscellaneous Exhibit                               HTML     32K 
26: EX-99.15    Miscellaneous Exhibit                               HTML     26K 
27: EX-99.16    Miscellaneous Exhibit                               HTML    169K 
28: EX-99.17    Miscellaneous Exhibit                               HTML     24K 
29: EX-99.18    Miscellaneous Exhibit                               HTML    212K 
30: EX-99.19    Miscellaneous Exhibit                               HTML    543K 
13: EX-99.2     Miscellaneous Exhibit                               HTML    169K 
31: EX-99.20    Miscellaneous Exhibit                               HTML     24K 
32: EX-99.21    Miscellaneous Exhibit                               HTML    190K 
33: EX-99.22    Miscellaneous Exhibit                               HTML     37K 
34: EX-99.23    Miscellaneous Exhibit                               HTML    304K 
35: EX-99.24    Miscellaneous Exhibit                               HTML     25K 
36: EX-99.25    Miscellaneous Exhibit                               HTML     24K 
37: EX-99.26    Miscellaneous Exhibit                               HTML     33K 
38: EX-99.27    Miscellaneous Exhibit                               HTML     25K 
39: EX-99.28    Miscellaneous Exhibit                               HTML    535K 
40: EX-99.29    Miscellaneous Exhibit                               HTML     35K 
14: EX-99.3     Miscellaneous Exhibit                               HTML     25K 
41: EX-99.30    Miscellaneous Exhibit                               HTML    384K 
42: EX-99.31    Miscellaneous Exhibit                               HTML    209K 
43: EX-99.32    Miscellaneous Exhibit                               HTML     22K 
44: EX-99.33    Miscellaneous Exhibit                               HTML     26K 
45: EX-99.34    Miscellaneous Exhibit                               HTML     24K 
46: EX-99.35    Miscellaneous Exhibit                               HTML     22K 
47: EX-99.36    Miscellaneous Exhibit                               HTML     26K 
48: EX-99.37    Miscellaneous Exhibit                               HTML    212K 
49: EX-99.38    Miscellaneous Exhibit                               HTML     52K 
50: EX-99.39    Miscellaneous Exhibit                               HTML     25K 
15: EX-99.4     Miscellaneous Exhibit                               HTML     39K 
51: EX-99.40    Miscellaneous Exhibit                               HTML    551K 
52: EX-99.41    Miscellaneous Exhibit                               HTML     25K 
53: EX-99.42    Miscellaneous Exhibit                               HTML     33K 
54: EX-99.43    Miscellaneous Exhibit                               HTML     24K 
55: EX-99.44    Miscellaneous Exhibit                               HTML     25K 
56: EX-99.45    Miscellaneous Exhibit                               HTML     25K 
57: EX-99.46    Miscellaneous Exhibit                               HTML     25K 
58: EX-99.47    Miscellaneous Exhibit                               HTML     28K 
59: EX-99.48    Miscellaneous Exhibit                               HTML     25K 
60: EX-99.49    Miscellaneous Exhibit                               HTML     26K 
16: EX-99.5     Miscellaneous Exhibit                               HTML     31K 
61: EX-99.50    Miscellaneous Exhibit                               HTML    244K 
62: EX-99.51    Miscellaneous Exhibit                               HTML    269K 
63: EX-99.52    Miscellaneous Exhibit                               HTML     44K 
64: EX-99.53    Miscellaneous Exhibit                               HTML     24K 
65: EX-99.54    Miscellaneous Exhibit                               HTML     25K 
66: EX-99.55    Miscellaneous Exhibit                               HTML    105K 
67: EX-99.56    Miscellaneous Exhibit                               HTML    415K 
68: EX-99.57    Miscellaneous Exhibit                               HTML     52K 
69: EX-99.58    Miscellaneous Exhibit                               HTML     38K 
70: EX-99.59    Miscellaneous Exhibit                               HTML    260K 
17: EX-99.6     Miscellaneous Exhibit                               HTML     26K 
71: EX-99.60    Miscellaneous Exhibit                               HTML    112K 
72: EX-99.61    Miscellaneous Exhibit                               HTML    169K 
73: EX-99.62    Miscellaneous Exhibit                               HTML     24K 
74: EX-99.63    Miscellaneous Exhibit                               HTML     24K 
75: EX-99.64    Miscellaneous Exhibit                               HTML    240K 
76: EX-99.65    Miscellaneous Exhibit                               HTML    513K 
77: EX-99.66    Miscellaneous Exhibit                               HTML     25K 
78: EX-99.67    Miscellaneous Exhibit                               HTML     30K 
79: EX-99.68    Miscellaneous Exhibit                               HTML     33K 
80: EX-99.69    Miscellaneous Exhibit                               HTML     39K 
18: EX-99.7     Miscellaneous Exhibit                               HTML    168K 
81: EX-99.70    Miscellaneous Exhibit                               HTML    479K 
82: EX-99.71    Miscellaneous Exhibit                               HTML    344K 
83: EX-99.72    Miscellaneous Exhibit                               HTML     25K 
84: EX-99.73    Miscellaneous Exhibit                               HTML     42K 
85: EX-99.74    Miscellaneous Exhibit                               HTML     48K 
86: EX-99.75    Miscellaneous Exhibit                               HTML     27K 
87: EX-99.76    Miscellaneous Exhibit                               HTML    707K 
88: EX-99.77    Miscellaneous Exhibit                               HTML     21K 
89: EX-99.78    Miscellaneous Exhibit                               HTML     23K 
90: EX-99.79    Miscellaneous Exhibit                               HTML     23K 
19: EX-99.8     Miscellaneous Exhibit                               HTML     30K 
91: EX-99.80    Miscellaneous Exhibit                               HTML     24K 
92: EX-99.81    Miscellaneous Exhibit                               HTML     28K 
93: EX-99.82    Miscellaneous Exhibit                               HTML     41K 
94: EX-99.83    Miscellaneous Exhibit                               HTML     37K 
95: EX-99.84    Miscellaneous Exhibit                               HTML     23K 
96: EX-99.85    Miscellaneous Exhibit                               HTML     24K 
97: EX-99.86    Miscellaneous Exhibit                               HTML     32K 
20: EX-99.9     Miscellaneous Exhibit                               HTML   1.05M 


EX-99.52   —   Miscellaneous Exhibit


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Lundin Mining Corporation: Exhibit 99.52 - Prepared by TNT Filings Inc.  

Supplementary Information (Unaudited)

Significant differences between Canadian Generally Accepted Accounting Principles ("Canadian GAAP") and International Financial Reporting Standards ("IFRS") / International Accounting Standards ("IAS").

The shares of Lundin Mining trade on the Toronto Stock Exchange and the Stockholm Stock Exchange ("SSE"). Most companies that trade on the SSE are required to report according to IFRS/IAS. However, as a Canadian company, Lundin Mining is required to report according to Canadian GAAP. The Company has reviewed the differences between Canadian GAAP and IFRS/IAS and has identified the following items which would or may have a significant impact on the financial statements of Lundin Mining.

According to IFRS 3, future costs such as restructuring items, which are expected to occur subsequent to an acquisition, should not be provided for in the purchase price allocation. Instead, these costs should be realized in the income statement when the costs actually occur. However, according to Canadian GAAP, restructuring costs that are expected to occur as a result of an acquisition should be provided for in the purchase price allocation. Restructuring costs that arose during 2005, as a result of the acquisitions of NAN and ARCON, in the amount of $2.1 million, have been provided for in the purchase price allocations.

According to Canadian GAAP, impairment test of assets should be carried out by comparing the future cash flows of the assets to their carrying values. Future cash flows are dependent on a number of assumptions, including, among other things, future metal prices, exchange rates and discount rates. According to Canadian GAAP, future cash flows should be based on undiscounted values. Lundin Mining believes that the future cash flows from the Company's assets exceed their carrying values and, accordingly, no write downs are necessary. According to IAS 36, the future cash flows would be based on discounted values.

According to Canadian GAAP, the investment the Company holds in Union Resources should be valued at the lower of cost or fair market value. However, according to IAS 39, this investment would be recorded at fair market value. The fair market value, as at December 31 2005, was $9.2 million, which exceeded the carried cost value by $5.8 million.

Adoption of annual report

The annual report has been submitted by the Board of Directors on March 30, 2006. The balance sheets and profit and loss accounts are to be adopted by the Company's shareholders at the annual general meeting on May 31, 2006.

Compensation to Directors and Management

Remuneration and other compensation Board of Directors

As resolved by the Board of Directors, remuneration is paid to the Chairman of the Board and Directors in the amount of USD 180,000 per year to the Chairman and SEK 250,000 to each of the other directors, elected by the Annual General Meeting. In addition, remuneration is paid to each member of the Audit, Governance and Compensation committees in the amount of SEK 50,000 per year. All expenses incurred by Directors in respect of their duties are reimbursed by the Company.

No separate remuneration is paid to the President and Chief Executive Officer,"CEO" in his capacity as a Director of the Board.

 


Remuneration of Management

It is the responsibility of the Board of Directors to review and recommend compensation policies and schemes for the Company, and to set salary and benefit levels and award incentive stock options.

The Company's compensation policy is designed to be competitive with similar mineral exploration and mining companies and will recognize and reward executive performance consistent with the success of the Company's business. The current compensation plan for the President and Chief Executives consists of salary, benefits, bonuses, pensions and incentive stock options. In establishing levels of compensation, the Board of Directors takes into consideration individual performance, responsibilities, length of service and levels of compensation provided by industry competitors. "Other Chief Executives" refers to the three employees, Kjell Larsson, Neil O´Brien and Anders Haker that together with the President constitute the Company's Management.

Compensation Committee

As of April 13, 2005, the Board constituted a Compensation Committee to administer the Company's executive compensation program. The Compensation Committee is comprised of Messrs. John H. Craig, William A. Rand and Lukas H. Lundin, a majority of whom are independent directors. The Compensation Committee shall meet at least annually to receive information on and determine matters regarding executive compensation in accordance with policies approved by the Board. Recommendations for changes to the policies shall be reviewed on an annual basis to ensure that they remain current, competitive and consistent with the Company's overall goals.

Severance pay

The President and CEO obtains benefits according to prevailing terms of the Company. The contract is for a term of two years commencing April 15, 2005 and expiring on April 15, 2007. The contract will be renewed and the conditions unchanged unless, not less than three months prior to the expiration of the contract either party shall have given written notice to the other that it does not wish to further extend the contract.

If the employment is terminated for any reason other than (a) for cause of the President and Chief Executive Officer; (b) by the voluntary resignation; or (c) by the non-renewal of the contract, then the President and Chief Executive Officer is entitled to be paid the equivalent of his remuneration for the balance of the unexpired term of the employment contract, i.e. to and until April 15, 2007. In the event of a change of control of the Company, the President and CEO is entitled to receive the termination compensation equal to nine months base salary. This payment will be less any severance payments to which the President and CEO may be entitled at law in respect of the termination of the employment.

The Company and the Company's other Chief Executives have a mutual term of notice of six to twelve months. In the event of termination on part of the Company a severance pay of six to twelve monthly salaries is payable. The severance pay will not be settled against any other income. In the event of termination on part of a Chief Executive no severance pay is granted.

Pensions

For the President and Chief Executive Officer and other Chief Executives, the Company applies pension insurances with fixed fees. Pension costs refer to the expenses that affect the net result for the year. The retirement age is 65 years and the pension agreement stipulates that pension provisions shall amount to 25-35 percent of the pension-entitled salary.


Remunerations and other benefits during the year

    Board                
  remuneration/   Variable   Other Pension Financial    
USD Base salary   salary   benefits expense instruments   Total
Chairman                    
of the Board $ 180,000 $ - $ - $ - $ - $ 180,000
Other Board                    
members   267,716   -   - - -   267,716
President and CEO   282,605   46,850   1,500,000 39,588 164,631   2,033,674
Other Chief                    
Executives                    
(three individuals)   351,655   51,535   7,126 92,964 378,652   881,932
                     
Total $ 1,081,976 $ 98,385 $ 1,507,126 $ 132,552 $ 543,283 $ 3,363,322

Exchange rates, SEK/USD: 7.4706; CAD /USD: 1.2118

Comments on the table:

"Financial instruments" in the table above refers to calculated fair value at the time of issue for those stock options that Chief Executives were granted free of charge in 2005. For disclosure of the valuation of the stock options, see below.

Allocated incentive stock options

  Plan 2004/2006 Plan 2005/2007
    Previous year   Current year
    Value/benefit,   Value/benefit,
  Number   USD Number   USD
Chairman of the Board - $ - - $ -
Other Board members -   - -   -
President and CEO 100,000   267,763 100,000   164,631
Other Chief Executives            
(three individuals) -   - 225,000   378,652
Total 100,000 $ 267,763 325,000 $ 543,283

During 2004 the President and CEO was granted stock options free of charge. Up to December 31, 2005, the President and three Chief Executives were granted stock options free of charge. The fair value of the options issued under the incentive scheme program has been calculated in accordance with the Black-Scholes options valuation model. Based on an analysis of the historic volatility for the Company's and comparable companies' market value, the expected volatility during the duration of the options has been estimated to be 30 percent. The terms for the option plan are stated in note 10(b) of the Consolidated Financial Statements.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40FR12B’ Filing    Date    Other Filings
4/15/07
Filed on:10/16/06F-X
5/31/06
3/30/06
12/31/05
4/15/05
4/13/05
 List all Filings 
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Filing Submission 0001204459-06-000902   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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