exploration focus is on the high grade quartz veins in the Main Zone. VG Gold filed a PEA
issued by Vetrin Mine Planners on www.sedar.com in October 16, 2007 and the qualified
person for the report is Ronald Moran. The Company is working towards obtaining all
necessary permits required for production, and plans to have permitting completed by the year
end, December 31, 2008.
Paymast e r Prope r t y
The Paymaster property consists of 16 claims with an area of about 500 acres, adjacent to the
Fuller and Buffalo Ankerite properties and 2 miles south east of the City of Timmins. VG Gold
has the option to earn a 60% interest in the Paymaster claims over a period of four years. The
east-west trending mineralized zones on both the Fuller Property and the Buffalo Ankerite
property trend on to the Paymaster property. Fifteen of the Paymaster claims are situated to the
east of the Fuller and Buffalo Ankerite properties and one claim is located adjacent to the west
extension of the Buffalo Ankerite South Mine zone. The Company plans to focus its
exploration budget on the Paymaster property in the 4th quarter of 2008.
Overall Performance
For the third quarter ended September 30, 2008 the Company’s cash position decreased, from
$2,908,412 as at December 31, 2008 to $299,375. The Buffalo Ankerite property and the
Paymaster property are expected to be the primary exploration focus of the Company during the
last quarter of 2008. The Company has sufficient cash resources on hand to maintain its planned
exploration work on its Ontario gold properties for fiscal year 2008.
The Company will continue to focus on its four central Timmins properties during the remainder
of 2008 and into 2009. This will comprise of exploration drilling, permitting and mine planning
activities. The main activities carried out during the third quarter were focused on increasing the
gold resources through exploration drilling on the Buffalo Ankerite property.
Effective June 13, 2008, the previous quarter, the Company signed an agreement with Goldcorp.
This agreement allows the Company to earn a 60 percent interest in select claims of the
Paymaster Property situated on the east boundary of both VG Gold’s Buffalo Ankerite and Fuller
properties. Also included is one Aunor Mine Claim situated on the west side of the Buffalo
Ankerite Property. Under the terms of the agreement VG Gold has the option to earn a 60 percent
interest in 16 claims by incurring exploration expenditures of $6 million over 4 years, subject to a
back-in-right. Fourteen of the claims are in Deloro Township, with thirteen on the east side of the
Buffalo Ankerite Property, and the Aunor claim on the west side. The other two Paymaster claims
are optioned to the 4,075 foot level in the adjacent Paymaster Mine in Tisdale Township and are
adjacent to the east side of the Fuller Property. VG Gold also acquired a 100 percent interest in 4
claims in Tisdale Township on the west side of the Fuller Property in exchange for the surface
rights to 5 claims on the northern part of the Fuller Property.
Under the terms of the Option and Joint Venture Agreement, VG Gold can exercise its option and
enter into a 60/40 Joint Venture agreement with Goldcorp once it has completed the $6 million
work program and has made payments of cash, shares and warrants specified below. Upon VG
Gold exercising its option to form the joint venture, Goldcorp has a 6 month period where it can
VG Gold Corp.
Management’s Discussion and Analysis – September 30, 2008
- 5 -
exercise the back-in right to increase its interest from 40 percent to 70 percent, and become the
operator, by making a payment of $710,000 to VG Gold plus incurring exploration and
development expenditures of $8,250,000 on the property within two years of the back-in right
notice and thence completion of a feasibility study within three years.
The terms of the agreement provide for VG Gold to spend $800,000 in the first year of the
agreement, $1.1 million in year two, $1.6 million in year three and $2.5 million in year four, for a
total of $6 million over 4 years. The first year work program of $800,000 is a work commitment
on the Goldcorp property. VG Gold was required to pay $40,000 on signing and $50,000 at the
end of the first year. The company also issued 340,000 shares on signing and 1 million warrants
expiring on June 13, 2010, with an exercise price of $0.309 per share. VG Gold will also issue
shares with a value of $100,000 on the first and second anniversaries, $150,000 on the third
anniversary and $200,000 on the fourth anniversary of the agreement.
This agreement provides VG Gold the opportunity to expand the known gold mineralized zones
that trend from VG Gold’s property onto Goldcorp’s properties.
Selected Financial Information
The following table provides selected financial information that should be read in conjunction
with the financial statements of the Company.
QUARTER ENDED September 30,
YEAR ENDED December 31,
2008 2007 2007 2006
Interest and Other
Income $10,964
$47,235
$173,819 $52,647
Loss for the period $121,049 $162,574 $1,045,403 $1,262,328
Loss per share $0.001 $0.002 $0.01 $0.02
Total assets $24,519,590 $25,310,534 $25,419,324 $20,710,491
Mineral interests $22,711,340 $20,226,860 $20,928,012 $17,833,602
Total liabilities $681,800 $1,088,408 $1,080,778 $296,152
VG Gold Corp.
Management’s Discussion and Analysis – September 30, 2008
- 6 -
Results of Operations
The Company’s operations involve exploration on its gold properties in Ontario, Canada. The
Company has no income from mining operations. For the quarter ended September 30, 2008, the
Company had a net loss of $121,049 (September 30, 2007 - $162,574). The decreased loss of
$41,525 over the comparable quarter ended September 30, 2007 was mainly due to a decrease in
the amortization charge of $39,956. General and administrative expenses for the quarter ending
September 30, 2008 were $206,666 (September 30, 2007 - $253,506).
The Company cash position decreased from $2,980,412 as at December 31, 2007 to $299,375 as
at September 30, 2008.
Revenue
The Company did not earn revenue during the quarter ended September 30, 2008, other
than interest on investments of $10,964.
Expenses
September 30,
2008
September 30,
2007
Change
%
Write down of mineral resource property $ - $ - -
Office, general and administrative $ 206,666 $ 253,506 (18.5)%
Stock-based compensation $ - $ - -
Amortization $ 1,347 $ 41,303 (97)%
Office, general and administrative expenses did not change, other than curtailment of some non
core business expenses as determined by the economic times. These expenses include corporate
activities associated with property acquisitions, corporate funding, permitting, mine planning
activities and investor communications.
Amortization expense was reduced by not amortizing the mill equipment for the quarter ending
September 30, 2008.
Exploration and Development Expenditures
Drilling and other exploration expenditures are capitalized. Exploration expenditures for the
quarter ending September 30, 2008 amounted to $181,285. Exploration and development
expenditures for the quarter ended September 30, 2008 included $25,275 on the Davidson Tisdale
Property, $9,927 on the Fuller Property, $86,044 on the Buffalo Ankerite Property, $60,039 on
the Paymaster Property and nothing expended on the Windsor and the Augdome properties.
VG Gold Corp.
Management’s Discussion and Analysis – September 30, 2008
- 7 -
Exploration and Development Expenditures (continued)
The Company is focused on exploring and developing its three advanced gold properties: the
Davidson Tisdale Property, the Fuller Property and the Buffalo Ankerite Property. During the
third quarter of fiscal 2008, the primary exploration focus was on the Buffalo Ankerite and
Paymaster properties.
Exploration and Development Expenditures for the Quarter ending September 30, 2008
Summary of Yearly Results
Selected financial information for the eight previous fiscal quarters.
Yearly Financial Information (unaudited)
2008 2008 2008 2007
Q3 Q2 Q1 Q4
(a) Revenue - interest $ 10,964 $ 15,888 $ 25,360 $ 38,143
(b) Net Income (loss) $ (121,049) $ (244,575) $ (315,172) $ (30,172)
(c) Net Income (loss) per share $ (0.001) $ (0.001) $ (0.004) $ (0.001)
(basic & fully diluted)
2007 2007 2007 2006
Q3 Q2 Q1 Q4
(a) Revenue $ 47,235 $ 50,383 $ 38,058 $ 37,322
(b) Net Income (loss) $ (162,574) $ (166,781) $ (806,220) $ (99,341)
(c) Net Income (loss) per share $ (0.002) $ (0.002) $ (0.010) $ (0.003)
(Basic & Fully Diluted)
Davidson Tisdale Fuller Buffalo Ankerite Paymaster Total
Geological $29,228 $51,821 $81,049
Engineering
Geophysics
Drilling
Consulting
Permitting $21,435 $9,647 $26,025 $57,107
Other $3,840 $280 $30,791 $8,218 $43,129
Property Total $25,275 $9,927 $86,044 $60,039 $181,285
VG Gold Corp.
Management’s Discussion and Analysis – September 30, 2008
- 8 -
Liquidity and Capital Resources
For the quarter ended September 30, 2008 the Company’s cash position decreased from the
December year-end total of $2,980,412 to $299,375. The company has sufficient cash resources
on hand to maintain planned exploration and development work on its Ontario gold properties for
the balance of the fiscal year. The Company invests surplus funds in Bankers’ Acceptances
guaranteed by a Canadian financial institution.
Outstanding Share Data
The authorized capital of the Company is comprised of an unlimited number of common shares.
At September 30, 2008 the Company had 86,616,014 common shares outstanding. The Company
had 11,325,000 purchase warrants expire during the quarter ending September 30, 2008, leaving
1,000,000 warrants to Goldcorp. The 1,000,000 are exercisable at $0.31 until June 13, 2009. The
Company has 4,970,000 options outstanding as of September 30, 2008, exercisable at prices
ranging from $0.20 to $0.60 per share.
Commitments
VG Gold has entered into option agreements with others whereby the Company may earn an
interest in certain mineral properties by making option payments in cash and property work
obligations to maintain the option on properties. VG Gold’s current commitments are as follows:
1) The Davidson Tisdale agreement has commitments of up to $360,600 of property
expenditures in 2008.
2) The Windsor Property agreement has commitments of $20,000 and 50,000 shares on or
before October 4th, 2008. VG Gold made these commitment payments after the quarter
had ended.
3) The Paymaster property agreement has exploration expenditures of $800,000, a payment
of $50,000 and $100,000 in shares to be issued in the first year of the agreement. The
second year has exploration expenditures of $1,100,000 and $100,000 in shares to be
issued. The third year has exploration expenditures of $1,600,000 and $150,000 of shares
to be issued and the fourth year has exploration expenditures of $2,500,000 and $200,000
of shares to be issued.
VG Gold Corp.
Management’s Discussion and Analysis – September 30, 2008
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