ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Certain
statements included in this Form 10-Q, including, without limitation, statements
related to anticipated cash flow sources and uses, and words including but
not limited to "anticipates", "believes",
"plans", "expects", "future" and similar
statements or expressions, identify forward looking statements. Examples of
forward-looking statements include, but are not limited to: (a) projections
of our revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of our plans and
objectives; (c) statements of our future economic performance; (d) statements
of assumptions underlying other statements and statements about us and our
business relating to the future; and (e) any statements using the words
"believes," "budget," "target," "goal,"
"anticipate," "expect," "plan," "outlook,"
"objective," "may," "project,"
"intend," "estimate," or similar expressions. Any
forward-looking statements herein are subject to certain risks and
uncertainties in the business of Energizer Resources Inc. (formerly Uranium
Star Corp.) including but not limited to, reliance on key customers and
competition in its markets, market demand, product performance, technological
developments, maintenance of relationships with key suppliers, difficulties
of hiring or retaining key personnel and any changes in current accounting
rules, all of which may be beyond the control of our company. Our actual
results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those
set forth therein.
Management's
Discussion and Analysis of Results of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with the
financial statements included herein. Further, this quarterly report on Form
10-Q should be read in conjunction with the our Financial Statements and
Notes to Financial Statements included in its 2010 Annual Report on Form 10-K
filed with the Securities and Exchange Commission on September 27, 2010.
Our
financial statements have been prepared in accordance with United States
generally accepted accounting principles.
We urge
you to read this report in conjunction with the risk factors described
herein.
BACKGROUND
Company
Overview
Energizer
Resources Inc. was incorporated in the State of Nevada on March 1, 2004 and
reincorporated in the State of Minnesota on May 14, 2008. Our fiscal year-end
is June 30. On December 16, 2009, we effected a name change from
"Uranium Star Corp" to "Energizer Resources Inc.". We are
an exploration stage company engaged in the search for vanadium, uranium,
gold and other minerals. We have an interest in properties located in
Madagascar and Canada (Province of Qu�bec). None of the properties in which
we hold an interest has known mineral reserves of any kind at this time. As
such, the work programs planned by us are exploratory in nature.
We have
not had any bankruptcy, receivership or similar proceeding since
incorporation. There have been no material reclassifications, mergers,
consolidations or purchases or sales of any significant amount of assets not
in the ordinary course of business since the date of incorporation.
Summary of
Our Business
We are an
exploration stage company engaged in the search for vanadium, uranium, gold
and other minerals. We have an interest in properties located in Madagascar
and Canada (Province of Qu�bec). None of the properties in which
we hold an interest has known mineral reserves of any kind at this time. As
such, the work programs planned by us are exploratory in nature.
Our
executive offices are currently located at 520-141 Adelaide Street West,
Toronto, Ontario, Canada M5H 3L5. Our telephone number is (416) 364-4911. We
maintain a website at http://www.energizerresources.com. These offices are
leased on a month-to-month basis, and our monthly rental payments are
currently approximately CAD$5,000.
UNTIL WE
CAN VALIDATE OTHERWISE, THE PROPERTIES OUTLINED BELOW HAVE NO KNOWN MINERAL
RESERVES OF ANY KIND AND WE ARE PLANNING PROGRAMS THAT ARE EXPLORATORY IN
NATURE.
Further
details regarding the our properties, although not incorporated by reference,
including the comprehensive geological report prepared in compliance with
Canada's National Instrument 43-101 on our company's Sagar
property in Northern Quebec and our company's Three Horses Property (now
called Green Giant Property) in Madagascar can be found on the Company's
website:
www.energizerresources.com or in the company's filings on www.sedar.com. The
websites are expressly not incorporated by reference into this filing.
Milestones
Green
Giant Property, Madagascar
On August
22, 2007, we acquired a 75% interest in approximately 225 sq. kilometres of mineral permits in the District of Toliara, Madagascar. This interest is held by a limited
liability company that was formed under the laws of Madagascar which held a
75% interest in the property. The remaining 25% interest was held by
Madagascar Minerals and Resources sarl. Exploration
programs have been carried out in the first quarter of 2007 and the first
half of 2008 on the Green Giant Property as well as the Ianapera
Coal Property located to the north of the Green Giant Property.
Drilling
of 31 holes (4,073 meters) was carried out in the fourth quarter of 2008.
Vanadium mineralization of potential economic consequence was intersected in
a number of holes. In the first half of 2009 a series of 56 trenches were
established, using mechanical excavators, over an 18 kilometre
strike length of the property. Analytical results provided by XRF
instrumentation indicated significant widths of vanadium mineralization in
the majority of the trenches. The Company then proceeded to drill 54 diamond
drill holes (8,931 meters) in the latter half of 2009 to delineate a vanadium
resource on the Property. A further 46 diamond drill holes (8,952 meters)
were emplaced on the Property in 2010 to further enhance the resource
delineation. An additional drill program is anticipated on the Property
commencing in the 2nd quarter of the 2011 calendar year. A consulting
engineering group has been retained to start preliminary economic assessments
of the property. Metallurgical and mineralogical work is also being carried
out.
On July 9,
2009, our company acquired the remaining 25% interest in the Madagascar
property and now holds a 100% interest in the property.
Sagar Property
- Romanet Horst, Labrador Trough, Qu�bec, Canada
A drill
program was completed for the Sagar Property in
2007. A total of 164 reverse circulation drill holes (2,625 meters) and 5,610
meters of diamond drill holes (46) were completed. Additionally, in excess of
3,500 soil samples were collected and analyzed. Target areas on the Sagar Property have shown anomalous gold, copper and
uranium mineralization. Future exploration activity will be designed to
identify the potential source area of the Mistamisk
Boulder Field, as well as other potential sources of gold and uranium
mineralization.
Competitive
Conditions
The
mineral exploration and mining industry is competitive in all phases of
exploration, development and production. We compete with a number of other
entities and individuals in the search for, and acquisition of, attractive
mineral properties. As a result of this competition, the majority of which is
with companies with greater financial resources than us, our company may not
in the future be able to acquire attractive properties on terms it considers
acceptable. Furthermore, we compete with other resource companies, many of
whom have greater financial resources and/or more advanced properties that
are better able to attract equity investments and other capital. Factors
beyond our control of may affect the marketability of minerals mined or
discovered by our company.
Employees
As of
December 31, 2010, we had nil total employees and nil full-time employees. We
engage consultants to serve as officers and to perform professional and
administrative functions of our company.
[[Image
Removed]]
Property
Description and Location
The
Madagascar properties are comprised of 6 mineral permits consisting of 576
"squares", each square representing approximately 0.39 sq.
kilometers. The properties are located in the District of Toliara
and are referenced as TN 12,306,P(R); TN 12,814, P(R); TN 12,887 P(R); TN
12,888 P(R); TN 13,020 P(R); TN 13,021 P(R) as issued by the Bureau de
Cadastre Minier de Madagascar ("BCMM")
pursuant to the Mining Code 1999 (as amended) and its implementing decrees.
This property can be accessed by both air and road.
[[Image
Removed]]
Green
Giant Property Boundary (blue lines are creeks, red lines are property
boundary, black lines are seasonal tracks)
Agreement
On August
22, 2007, we entered into a joint venture agreement with Madagascar Minerals and
Resources sarl ("MMR" or "Madagascar
Minerals"), a company incorporated under the laws of Madagascar. The
joint venture, to be known as the "Three Horses Joint Venture", was
operated through a Madagascar limited liability company in which our company
held 75% undivided interest and Madagascar Minerals held the remaining 25%
interest.
The
consideration paid to Madagascar Minerals to acquire the 75% stake in the
joint venture consisted of:
(i) a signing fee of $15,000 within 15 days of the
properties vesting in the joint venture;
(ii) a payment of $750,000 within 15 days of the properties vesting in the
joint venture; and
(iii) the issuance of 1,250,000 of our common shares and 500,000 of our
common share purchase warrants within 30
days of
the properties vesting in the company created for the joint venture under
Madagascar law. Each common share purchase warrant is exercisable at $1.00
per share for a period of 2 years from the date of issuance.
In the
event that one or other of the parties is unable to make their contribution
to funding, their interest will be diluted accordingly. In the event that a
joint venture party's interest in the joint venture is diluted below 10%,
then that interest will be exchanged with the majority shareholder for a 2% net
smelter return. Furthermore, the remaining joint venture party may acquire
that royalty as follows:
(i) the
first 1% at US$1,000,000 in cash or our common shares; and
(ii) the second 1% at US$1,500,000 in cash or our common shares;
both at
the option of the remaining shareholder.
On July 9,
2009, our company entered into a definitive agreement to acquire the
remaining 25% interest of the "Three Horses Joint Venture" for cash
consideration of $100,000. On acquisition of the remaining 25% the joint venture
with MMR was terminated. MMR retains a 2% net smelter return
("NSR"). We can acquire the NSR on this 25% interest portion at a
price of $500,000 in cash or common shares for the first 1% and at a price of
$1,000,000 in cash or common shares for the second 1% at our option.
Exploration
Programs
The Green
Giant Property consists of 576 squares, covering an area of approximately 225
square kilometers, and displays extensive gossans outcroppings at surface. An
examination of part of the Property revealed several large areas covered with
gossanous boulders, which are believed to overlie massive sulphide
mineralization.
All phases
of the exploration projects have been managed by Taiga Consultants Ltd. of
Calgary, Canada.
We
conducted a first phase of exploration from September to November 2007 for
the "Three Horses Joint Venture", which included the following
activities:
� Stream Sediment sampling of all stream on the
property area
� Detailed Geological mapping over
selected startigraphic horizons
� Reconnaissance geological mapping
over the entire property
� Soil sampling over selected
target areas
� Prospecting over selected target
areas.
� Limited trenching over selected
targets
� Construction of a cinder block
base camp
� Construction of
a one kilometer long surfaced airstrip
� Repair and surfacing of the
access road from base camp to the airstrip
� Airborne geophysical surveying
over the Green Giant Property by Fugro Airborne Surveys Ltd
In the
latter part of March 2008 to June 2008 a full field exploration program
following up on the airborne geophysical survey and results of the 2007
exploration program was implemented. This exploration consisted of the
following activities:
� Infill stream sediment sampling
� Detailed Geological mapping over
selected stratigraphic horizons
� Prospecting over selected target
areas
� Grid emplacement over selected
target areas
� Ground-based magnetometer and
frequency domain EM surveys
� Soil sampling over selected
target areas
After
reviewing the analytical data obtained from the March to June, 2008 program,
additional exploration was conducted on the property from July 1, 2008 to
September 30, 2008 in preparation for a drill program. This exploration
consisted of the following activities:
� Infill stream sediment sampling
� Detailed Geological mapping over
selected stratigraphic horizons
� Prospecting over selected target
areas with the aid of a mobile XRF analyzer
Based on
compiled analytical results obtained from the various exploration programs, a
drill program was initiated on the property from September 30, 2008 to
November 24, 2008. This exploration program consisted of the following
activities:
� Prospecting over selected target areas with the aid
of a mobile XRF analyzer
� Ground-based scintillometer
surveying over selected target areas
� Diamond drilling of 31 holes over
4,073 metres
The
discovery of potentially significant vanadium mineralization from the 2008
exploration program resulted in the initiation of resource delineation drill
program from September 1, 2009 to December 20, 2009. This exploration program
consisted of the following activities:
� XRF soil sample analyses (8,490 samples) on lines
200 meters apart and covering 18 kilometre strike length
� Scintillometer surveying (112
line kilometres) on lines 200 meters apart over an 18 kilometre strike length
� Trenching (140 trenches for
17,105 meters)
� Diamond drilling of 54 diamond
drill holes over 8,931 meters
The 2009
exploration program resulted in the delineation of two vanadium pentoxide
(V2O5) deposits (named the Jaky and Manga) on the Green Giant Property,
characterized by two separate categories: oxide and primary. Within the oxide
and primary zone of the Jaky and Manga deposits, the total Indicated
resources was calculated to be 21.74 Mt at 0.759% V2O5 containing 363.8 Mlb
of vanadium pentoxide. The total Inferred resource was calculated to be 4.15
Mt at a grade of 0.655% V2O5 containing 59.8 Mlb of vanadium pentoxide. Based
on these results, we conducted an additional exploration program on the
Property from April 11, 2010 to July 25, 2010. This program consisted of the
following activities:
� Diamond drilling of 46 diamond drill holes over
8,952 meters
� Prospecting over selected target
areas with the aid of a mobile XRF analyzer (20 grab samples)
� Geologic mapping over the Manga
and Mainty deposits at 1:5000 scale
� ERT ground geopshysical survey
(5.64 km)
� MAG ground geophysical survey
(169.53 km)
� Gradient Array EM ground
geophysical survey (128.82 km)
2008
Diamond Drilling
Diamond
drilling completed in 2008 on the Green Giant Property tested a series of
gossans and EM conductors, however no Volcanic Massive Sulphide (VMS)
mineralization of significance was encountered. Drilling did confirm the
presence of a series of mineral occurrences highly enriched in vanadium and a
number of associated anomalous elements, which were first seen in stream
sediment sampling programs. Due to this unexpected result the focus of
exploration shifted to vanadium mineralization part way through the 2008
drill program.
[[Image Removed]]
Composited Vanadium
Mineralization in 2008 Drill Holes
Hole
Depth in Meters
V2O5
From To Interval %
TH-08-01 103.6 115.8 12.2 0.39
TH-08-02 42.7 109.7 36.6 0.27
incl. 100.6 109.7 9.1 0.36
TH-08-07 27.4 54.9 27.4 0.23
TH-08-11 33.5 39.6 6.1 0.41
TH-08-11 57.9 76.2 18.3 0.37
TH-08-12 30.6 114.3 83.7 0.37
|
incl. 45.7
61.0 15.2 0.40
incl. 86.9 109.7 22.9 0.47
TH-08-13 38.5 141.7 103.2 0.32
incl. 76.2 141.7 65.5 0.36
incl. 112.8 141.7 27.4 0.45
TH-08-14 12.2 109.7 97.5 0.35
incl. 76.2 91.4 15.2 0.66
Hole
Depth in Meters
V2O5
From To Interval %
TH-08-24
4.6 82.3 77.7 0.67
incl. 12.2 61.0 45.7 0.91
|
TH-08-25 18.3 48.8 30.5 0.32
TH-08-25 100.6 103.6 3.0 0.47
TH-08-26 9.1 36.6 27.4 0.41
incl. 18.3 27.4 9.0 0.76
TH-08-26 67.1 73.2 6.1 0.53
TH-08-27 9.1 97.5 88.4 0.30
incl. 18.3 29.0 10.7 0.88
|
TH-08-27
146.3 153.9 6.0 0.50
TH-08-31 15.2 51.8 36.6 0.38
incl. 36.6 48.8 12.2 0.56
**Average
of Drill Intercepts - 43.9m @ 0.36% V2O5
The
serendipitous discovery of potentially economic vanadium mineralization on
the property changed the course of the 2008 diamond-drilling program. Through
a combination of prospecting, ground based scintillometer surveying, and
analysis of airborne radiometrics, five vanadium-bearing trends were
identified over the course of the 2008 exploration program.
[[Image Removed]]
Vanadium-bearing
Trends
Based on
positive early indications of the presence of potentially economic grades and
volumes of vanadium on the Green Giant Property, another exploration program
was initiated on the Green Giant Project in the spring of 2009. The program
(completed between April 23 and July 16, 2009) consisted of an extensive
X-Ray Fluorescence analysis (XRF) soil sampling program coupled with
mechanical trenching and scintillometer surveys over known areas of vanadium
enrichment and new areas, defined by the soil XRF survey.
After
reviewing the analytical results from the spring 2009 exploration program, an
additional exploration program was carried out between September and December
2009. This exploration program involved mechanical trenching, diamond
drilling with accompanying litholgical, structural and geotechnical logging,
specific gravity determination, point load tests and metallurgical sampling.
All work was carried out under a well-supervised Quality Assurance and
Quality Control program.
The
primary aim of the September to December 2009 drill program was to delineate
reserves at the Jaky and Manga targets. A total of 8,931 meters (4509.2m in
30 drill holes at the Jaky target and 4422m in 24 drill holes at the Manga
target) of diamond drilling was completed. Selected drill holes were oriented
with point load test and orientation measurements recorded.
Composited Vanadium
Mineralization in 2009 Drill Holes
DDH ID From (m) To
(m) V2O5 (%) Interval (m)
J-01
1.50 25.50 0.65 24.00
J-01
25.5 28.10 0.45 2.60
J-01
28.10 37.50 0.17 9.40
J-01
37.50 42.00 0.40 4.50
J-01
42.00 60.00 0.20 18.00
J-01
60.00 90.00 0.75 30.00
J-01
90.00 97.50 0.36 7.50
J-01
97.50 103.50 0.16 6.00
J-01
111.00 126.00 0.17 15.00
J-01
132.00 136.50 0.32 4.50
J-02
1.80 17.00 0.46 15.20
J-02
17.00 24.50 1.06 7.50
J-02
24.50 38.00 0.37 13.50
J-02
38.00 51.50 0.96 13.50
J-02
51.50 68.00 0.20 16.50
J-02
68.00 69.50 0.64 1.50
J-02
69.50 77.00 0.28 7.50
J-02
86.00 89.00 0.36 3.00
J-03
1.50 22.50 0.57 21.00
J-03 incl. 1.50 9.00 0.65 7.50
J-03 incl. 9.00 16.50 0.44 7.50
J-03 incl. 16.50 22.50 0.65 6.00
J-03
22.50 42.00 0.27 19.50
J-03
42.00 78.00 1.00 36.00
J-03
78.00 93.00 0.15 15.00
J-03
93.00 99.00 0.53 6.00
J-03
99.00 102.00 0.20 3.00
|
DDH ID From
(m) To (m) V2O5 (%) Interval (m)
J-04
9.00 23.90 0.22 14.90
J-04
23.90 39.10 0.59 15.20
J-04 incl. 27.00 30.50 0.80 3.50
J-04
39.10 76.50 0.24 37.40
J-04
76.50 85.50 0.57 9.00
J-04
85.50 94.50 0.14 9.00
J-04
94.50 103.50 0.41 9.00
J-04
103.50 109.50 0.19 6.00
J-04 119.50 150.00 0.15 30.50
J-04
150.00 153.00 0.82 3.00
J-04
153.00 168.00 0.19 15.00
J-04
196.50 204.00 0.29 7.50
J-04
214.50 219.00 0.40 4.50
J-05
1.50
9.00 0.83 7.50
J-05
9.00 39.00 0.30 30.00
J-05
39.00 75.00 0.79 36.00
J-05 incl. 39.00 45.00 0.91 6.00
J-05 incl. 45.00 55.50 0.70 10.50
J-05 incl. 55.50 73.50 0.89 18.00
J-05 incl. 73.50 75.00 0.50 1.50
J-05
75.00 91.50 0.14 16.50
J-05
91.50 97.50 0.52 6.00
J-05
97.50 115.00 0.17 17.50
J-06
0.00
7.50
0.44 7.50
J-06
7.50 19.50 1.36 12.00
J-06
19.50 33.70 0.45 14.20
J-06
33.70 46.70 0.94 13.00
J-06
46.70 84.00 0.23 37.30
J-07
14.00 170.00 0.18 156.00
J-07
212.00 218.00 0.31 6.00
J-07
231.50 237.50 0.30 6.00
J-08
2.00
8.00
0.41 6.00
J-08
8.00 45.00 0.25 37.00
J-08
45.00 56.00 0.49 11.00
J-08
56.00 68.00 0.82 12.00
J-08
68.00 77.00 0.52 9.00
J-08
77.00 86.50 0.17 9.50
J-09
1.50
6.00
0.27 4.50
J-09
6.00 49.50 1.00 43.50
J-09
49.50 52.50 0.55 3.00
J-09
52.50 66.00 0.14 13.50
J-09
66.00 72.00 0.48 6.00
J-09
72.00 93.00 0.17 21.00
J-10
2.00
5.00
0.36 3.00
|
DDH ID
From (m) To (m) V2O5 (%) Interval (m)
J-10 5.00 18.50 0.81 13.50
J-10 18.50 26.00 0.44 7.50
J-10 26.00 47.00 0.26 21.00
J-10 47.00 77.00 0.79 30.00
J-10 77.00 81.50 0.36 4.50
J-10 81.50 89.00 0.17 7.50
J-10 101.00 105.50 0.16 4.50
J-10 105.50 108.50 0.53 3.00
J-10 108.50 120.50 0.15 12.00
J-10 120.50 126.50 0.41 6.00
J-11 126.50 138.50 0.16 12.00
J-11 138.50 141.50 0.57 3.00
J-11 141.50 153.50 0.17 12.00
J-12 0.50 31.50 0.22 31.00
J-12 31.50 45.00 0.41 13.50
J-12 45.00 54.00 0.73 9.00
J-12 54.00 66.00 0.30 12.00
J-12 66.00 94.50 0.14 28.50
J-12 106.50 109.50 0.51 3.00
J-13 1.60 16.50 0.71 14.90
J-13 16.50 37.50 0.97 21.00
J-13 37.50 57.00 0.20 19.50
J-13 57.00 63.00 0.45 6.00
J-13 63.00 85.50 0.16 22.50
J-14 40.50 70.70 0.17 30.20
J-14 79.50 97.50 0.10 18.00
J-14 120.00 153.00 0.22 33.00
J-14 153.00 156.00 0.62 3.00
J-14 156.00 159.00 0.29 3.00
J-14 159.00 169.50 0.15 10.50
J-15 0.20 3.00 0.35 2.80
J-15 3.00 69.00 0.17 66.00
J-15 87.00 115.50 0.16 28.50
J-15 115.50 118.50 0.60 3.00
J-16 0.00 14.00 0.45 14.00
J-16 14.00 30.50 0.83 16.50
J-16 30.50 38.00 0.48 7.50
J-16 38.00 45.50 0.20 7.50
J-16 51.50 56.00 0.12 4.50
J-16 56.00 60.50 0.49 4.50
J-16 60.50 63.50 0.18 3.00
J-17 2.00 6.50 0.19 4.50
J-17 6.50 11.00 0.42 4.50
J-17 11.00 23.00 0.93 12.00
|
DDH ID From
(m) To (m) V2O5 (%) Interval (m)
J-17
23.00 39.50 0.19 16.50
J-17
39.50 45.50 0.48 6.00
J-17
45.50 62.00 0.16 16.50
J-18
1.50
6.50
0.37 5.00
J-18
6.50 20.00 0.21 13.50
J-18
20.00 24.50 0.54 4.50
J-19
36.50 62.00 0.19 25.50
J-19
81.90 86.00 0.34 4.10
J-19
86.00 113.00 0.13 27.00
J-19
113.00 117.50 0.62 4.50
J-20
0.50
8.00
0.30 7.50
J-20
8.00 27.50 0.50 19.50
J-20 27.50 42.50 0.23 15.00
J-20
50.00 53.00 0.13 3.00
J-20
53.00 57.50 0.48 4.50
J-20
57.50 78.50 0.16 21.00
J-21
6.5
11.00
0.32 4.50
J-21
11.00 26.00 0.73 15.00
J-21
26.00 39.50 0.18 13.50
J-21
39.50 44.00 0.5
4.50
J-21
44.00 59.00 0.16 15.00
J-22
117.50 153.50 0.31 36.00
J-22 incl. 141.50 146.00 0.54 4.50
J-22
153.50 164.00 0.66 10.50
J-22
164.00 170.00 0.12 6.00
J-22
170.00 174.50 0.42 4.50
J-23
2
42.50
0.15
40.50
J-23
93.5 113.00 0.16 19.50
J-23
113.00 117.50 0.54 4.50
J-23
117.50 121.80 0.21 4.30
J-24
0.7
3.5
0.22 2.80
J-24
3.5
14
0.34
10.50
J-24
14
27.5
0.21
13.50
J-24
38
41
0.17 3.00
J-24
41
47
0.54 6.00
J-24
47
69.5
0.16
22.50
J-25
2
12.5 0.33 10.50
J-25
23
33.5
0.23
10.50
J-26
27.50 41.00 0.35 13.50
J-26
41.00 53.00 0.74 12.00
. . .
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