Managements Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2007 (Expressed in United States dollars)
Our company and projects must be considered in light of the risks, expenses and difficulties frequently encountered by companies
engaged in mining operations and the acquisition, exploration and development of mineral properties. These risk factors could materially
affect our future operating results and cause actual future events to differ materially from those described in forward-looking statements.
The key risk factors are outlined below.
Liquidity Risk
Liquidity risk measures the risk that we may not be able to meet our liabilities as they fall due. At the quarter-end we had no committed
credit facilities in place. We may not be able to meet future liabilities without further capital raising activities or relying upon liquidity
reserves. There can be no assurance such capital will be available if required, as referenced in Note 1 to the consolidated financial
statements for the year ended December 31, 2007.
Currency Risk
Results of our operational and development projects based in Guinea, Greenland, Canada, the Philippines and Norway, are reported and
measured in US dollars, and are therefore affected by exchange rates between the US dollar and local currencies. All of our revenues
are recorded and measured in US dollars. A weaker dollar would cause costs incurred in a currency other than US dollars to increase.
We do not, at present, undertake any trading activity in financial instruments; however, foreign-exchange risk is managed by satisfying
foreign-denominated expenditures or liabilities with cash flows or assets denominated in the same currency. We fund our foreigncurrency-
denominated operations on a short-term basis to minimize the level of foreign-currency-denominated assets held and,
therefore, mitigate the risk of exposure against the US dollar.
Our long-term debt and convertible bonds are denominated in Norwegian kroner; therefore there is a risk of translation and conversion
loss as our functional currency is US dollars and our revenues are received in US dollars.
At the end of the year, we held cash balances of $20.1 million. Of the cash held, $12.8 million was held in Norwegian kroner, $2.9 million
was held in Philippine pesos, $2.3 million was held in US dollars, $1.1 million was held in Canadian dollars, $0.9 million was held in
Danish kroner, and the balance of $0.1 million comprised British pound sterling, South African rand and Euros.
Interest Rate Risk
Monetary assets and liabilities are subject to the risk of movements in interest rates. At December 31, 2007 we had total term debt of
$318.1 million denominated in Norwegian kroner and $50 million denominated in US dollars. These liabilities are held either at fixed
interest terms ($258.1 million) or at floating rates ($110.0 million) linked to LIBOR or NIBOR interest rates.
At December 31, 2007, we held a total of $20.1 million of cash on deposit. Of this, $13.6 million was held in the United Kingdom,
$3.7 million in the Philippines, $2.0 million in Greenland, $0.6 million was held in Norway and $0.2 million was held in Canada.
These deposits are held in the multiple local currency accounts at floating interest rates. Interest rates are commercial rates, which are
fixed by reference to LIBOR for sterling and dollar assets, or the applicable inter-bank interest rates for financial assets held in other
currencies.
Exploration, Development and Operating Risk
Our activities are primarily directed towards mining operations and the development of our mineral deposits. Our activities also include
the exploration for and development of mineral deposits.
Mining operations generally involve a high degree of risk. Our LEFA, Nalunaq and Maco operations are subject to all the hazards and
risks normally encountered in the exploration, development and production of gold. These include unusual and unexpected geologic
formations, rock bursts, cave-ins, adverse weather conditions, flooding and other conditions involved in the drilling and removal of
material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property,
environmental damage and possible legal liability. Although adequate precautions to minimize risk are and will be taken, operations
are subject to risks which may result in environmental pollution and consequent liability.
The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation,
experience and knowledge may not eliminate. While the discovery of an orebody may result in substantial rewards, few properties
which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral
reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to
ensure that the exploration or development programs that we plan will result in a profitable commercial mining operation.
Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of
the deposit, such as size, grade and proximity to infrastructure; commodity prices which are highly cyclical; cost of fuel; government
regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and
environmental protection; and country stability. The exact effect of these factors cannot be accurately predicted, but the combination
of these factors may result in an inadequate return on invested capital.
There is no certainty that our expenditures towards the search and evaluation of mineral deposits will result in discoveries of
commercial quantities of ore.
Foreign Operations
Our interests in mining operations are based in Guinea, Greenland, Canada and the Philippines, with further exploration and development
projects in Guinea, Ghana, Greenland, the Philippines and Norway. Accordingly, our activities are exposed to varying degrees of political,
economic and other risks and uncertainties.
These risks and uncertainties vary from country to country and include, but are not limited to: terrorist activities, hyperinflation, labour
unrest, the risks of war or civil unrest, expropriation, national strikes, martial law and nationalization, renegotiation or nullification of
existing concessions, licenses, permits and contracts, illegal mining, changes in taxation policies, restrictions on foreign exchange and
repatriation, and changing political conditions, currency controls and governmental regulations that favour or require the awarding of
contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.
Changes in mining or investment policies or shifts in political attitude could materially impact our financial results. Operations may be
affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls,
export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental
legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and
local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements, or the
imposition of additional local or foreign parties as joint venture partners with carried or other interests. The occurrence of these various
factors and uncertainties cannot be accurately predicted and could have an adverse effect on profitability.
On March 7, 2008, the Company was subject to an attack at its Maco project by a local anti-government group. Certain pieces of mining
equipment were damaged but there was no effect on operations. The Company does not believe the impact of the attack to be significant.
Insurance and Uninsured Risks
Our business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour
disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and
natural phenomena such as inclement weather conditions, floods, snow falls and avalanches. Such occurrences could result in damage to
mineral properties or production facilities, personal injury or death, environmental damage to the Company’s properties or the properties
of others, delays in mining, monetary losses and possible legal liability.
Although we maintain insurance to protect against certain risks in such amounts as we consider reasonable, our insurance will not cover
all the potential risks associated with a mining company’s operations. We also are unable to maintain insurance to cover these risks at
economically feasible premiums.
Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against
risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies
in the mining industry on acceptable terms.
Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against
risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies
in the mining industry on acceptable terms.
Environmental Risks and Hazards
All phases of our operations are subject to environmental regulation in the various jurisdictions where we operate. These regulations
mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations
on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner
that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental
assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.
There is no assurance that future changes in environmental regulation, if any, will not adversely affect our operations.
Government approvals and permits are currently, and may in the future be, required in connection with our operations. To the extent
such approvals are required and not obtained; we may be curtailed or prohibited from continuing mining operations or from proceeding
with planned exploration or development of mineral properties.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued
by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or
development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities
and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation
thereof, could have a material adverse impact on us and cause increases in exploration expenses, capital expenditures or production costs
or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.
Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources
The figures for ore/mineral reserves and mineral resources contained in this document are estimates only and no assurance can be
given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that ore/mineral
reserves could be mined or processed profitably.
There are numerous uncertainties inherent in estimating ore/mineral reserves and mineral resources, including many factors beyond
our control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity
and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term
operating factors relating to the ore/mineral reserves, such as the need for orderly development of the ore bodies or the processing of
new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there
can be no assurance that gold recoveries derived from small-scale laboratory tests will be duplicated in larger scale tests under on-site
conditions or during production.
Fluctuation in commodity prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to
the date of any estimate may require revision of such estimate. The volume and grade of reserves mined and processed and recovery
rates may not be the same as currently anticipated. Any material reductions in estimates of ore/mineral reserves and mineral resources,
or of our ability to extract these ore/mineral reserves, could have a material adverse effect on our results of operations and financial
condition.
Additional Ore and Mineral Reserves
Because mines have limited lives based on proven and probable ore/mineral reserves, we must continually replace and expand our ore/
mineral reserves as we produce gold. The life-of-mine estimates for our mining operations may not be correct. Our ability to maintain or
increase our annual production of gold will be dependent on our ability to bring new mines into production and to expand ore/mineral
reserves at our existing mines.
Additional Financing
The mining, processing, development and exploration of our projects may require additional external financing. Failure to obtain sufficient
financing could result in the delay or indefinite postponement of exploration or development of or production from any or all of
our projects. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available,
the terms of such financing will be favorable.
Commodity Prices
The market price of our common shares, financial results and exploration, development and mining activities have previously been, and
may in the future be, adversely affected by declines in commodity prices, which are subject to significant fluctuation. The factors giving
rise to these fluctuations are generally out of our control, being largely driven by external global economic factors.
In particular, the price of gold has fluctuated significantly in recent years. Declines in the price of gold in the future could render our
exploration and mining activities uneconomical until such time as the price recovers. These declines could result in a re-calculation of
life-of-mine plans and reserve calculations which could have a material adverse affect on measured financial performance.
Government Regulation
Our mining, processing, development and mineral exploration activities are subject to various laws governing prospecting, development,
production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Although we believe our mining operations and exploration and development activities are currently carried out in
accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or
that existing rules and regulations will not be applied in a manner that could limit or curtail production or development. Amendments
to current laws and regulations governing operations and mining activities could have a substantial adverse impact on our company.
Acquisition Strategy
Part of our business strategy is to seek new mining and development opportunities with a particular focus on gold. We could, however,
fail to select appropriate acquisition targets, fail to negotiate favourable acquisition or financing terms, or could complete acquisitions or
business arrangements which do not ultimately benefit our ongoing business. We also face strong competition from other mining and
exploration companies in connection with the acquisition of properties producing, or capable of producing, precious metals, and many
of these competing companies have greater resources than Crew.
Risks Relating to Acquisitions
There can be no assurance that the benefits anticipated from the Corporation’s acquisition of Guinor Gold Corporation and and
interest in Apex Mining Company, Inc. will be realized by the Corporation.
The carbon-in-pulp gold processing plant (the “CIP Plant”) at the LEFA Gold Project in the Republic of Guinea may not become fully
commissioned or may not achieve the production capacity or production cost per ounce expected by Crew. Similarly, construction
of the additional phases of the processing plant at the Maco Mine in the Philippines may not be completed on schedule or at all, or
may never become fully commissioned. Such failures could have a material adverse affect on the Corporation’s future production,
profitability, financial performance and results of operations.
Market Price of Stock
Our common shares are listed on the Toronto Stock Exchange, the Oslo Børs, the Frankfurt exchange, and are traded on the over-thecounter
bulletin board in the United States.
Securities of mining and exploration companies have experienced substantial volatility in the past, often based on factors unrelated
to the financial performance or prospects of the companies involved. These factors include global macroeconomic developments and
market perceptions of the attractiveness of particular industries. Our share price is also likely to be significantly affected by short-term
changes in gold prices or in our financial condition or results of operations as reflected in our quarterly financial statements.
As a result of any of these factors, the market price of our common shares at any given point in time may not accurately reflect our
long-term value. Securities class-action litigation often has been brought against companies following periods of volatility in the market
price of their securities. Crew may in the future be the target of similar litigation. Securities litigation could result in substantial costs and
damages and divert Management’s attention and resources.
Sales of a large number of our common shares in the public markets, or the potential for such sales, could decrease the trading price of
our shares, and could impair our ability to raise capital through future share issues.
Dependence on Key Personnel
Our success is dependent on senior management. The experience of these individuals will be a factor contributing to our continued
success and growth. The loss of one or more of these individuals could have a material adverse effect on our business prospects.
Financial Instruments
The Company holds certain financial instruments, the most significant of which are a repurchase obligation in respect of Intex shares
and marketable securities. These instruments are all recorded at fair values on the Company’s balance sheet with gains and losses in each period included in other comprehensive income or net profit as appropriate. The unrealized mark-to-market loss on the current
repurchase obligation totalled $0.4 million as at December 31, 2007. This repurchase obligation was closed out on February 20, 2008.
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