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<strong>Minera</strong> <strong>Frisco</strong><br />

ANNUAL REPORT 2011


Contents<br />

01 Introduction<br />

02 Overview of MINERA FRISCO<br />

04 Key Financial and Operating Data<br />

06 Letter to Shareholders<br />

08 Units in Operation<br />

22 Projects in Installation and Expansion<br />

36 Projects under feasibility and implementation studies<br />

38 Exploration<br />

40 Sustainability Studies<br />

42 Human Resources<br />

46 Board of Directors<br />

47 Report of the Corporate and Auditing Practices Committee<br />

49 Consolidated Financial Statements<br />

El Coronel / Aerial view


CORPORATE PROFILE. MINERA FRISCO is a company with a deep history<br />

dedicated to the exploration and exploitation of mining lots for the production and<br />

sale of mainly gold doré and silver bars, as well as cathode copper and copper,<br />

lead-silver and zinc concentrates.<br />

The company currently has 3,500 employees and six mining units in Mexico: El Coronel,<br />

San Felipe, María, San Francisco del Oro, Tayahua and Asientos, developing six projects<br />

including new mines and expansions, as well as several exploration projects.<br />

Through alliances and its own resources, the company uses cutting-edge technology<br />

for the localization and processing of minerals and carries out environmental<br />

administration initiatives focused on minimizing the generation of residues and water<br />

consumption, while compensating for adverse environmental impacts.


VISION, MISSION AND PRINCIPLES<br />

Vision:<br />

To be a strong mining company in the global<br />

arena of the extraction of precious and base<br />

metals with processes that have minimal<br />

risks to guarantee the rate of return to<br />

shareholders and favor the development of<br />

sustainable communities.<br />

Mission:<br />

To work in a harmonious way with all<br />

stakeholders, promoting a culture of<br />

innovation and practices of technological<br />

and environmental efficiency that allow<br />

us to grow toward common objectives.<br />

Principles:<br />

• Commitment with shareholders<br />

• Integral human development<br />

• Teamwork<br />

• Environmental, security and hygiene<br />

consciousness<br />

• Quality and ongoing improvement<br />

El Concheño / Open-pit


2011 was a milestone year for <strong>Minera</strong> <strong>Frisco</strong>.<br />

The company continued an ambitious investment<br />

plan to increase production at all of its mining<br />

units and increased exploration activities<br />

and metallurgical research with the goal of<br />

expanding reserve and resource bases across all<br />

of its projects.<br />

MINERA FRISCO has a long history that dates back to the<br />

17 th century, when the first mineral deposits were discovered in<br />

San Francisco del Oro. Throughout the years the company has<br />

incorporated different mines to its portfolio and was constituted in<br />

1962 as a 100% Mexican company. Since its founding to the present,<br />

<strong>Frisco</strong> has maintained its positioning as a solid mining company with<br />

the constant goal of high standards of efficiency, quality and security.<br />

San Felipe / Aerial view<br />

1


Overview of <strong>Minera</strong> <strong>Frisco</strong><br />

2<br />

2<br />

6<br />

12<br />

Breakdown of Sales by Product<br />

45% Gold and silver doré bars<br />

19% Lead-silver concentrates<br />

15% Zinc concentrates<br />

9% Copper concentrates<br />

12% Cathodic copper<br />

History Timeline<br />

Mining begins in<br />

Chihuahua during<br />

the second half of<br />

the 17 th century,<br />

with a mineral<br />

deposit discovery<br />

by Francisco de<br />

Molina.<br />

7<br />

As a result of the<br />

new Mining Law,<br />

foreign and Mexican<br />

companies partner<br />

to create <strong>Minera</strong><br />

<strong>Frisco</strong>, S.A.<br />

5<br />

9<br />

13<br />

16<br />

1<br />

4 11<br />

14<br />

3<br />

8<br />

<strong>Minera</strong> Lampazos<br />

begins mining silver<br />

ore (closed in 1987).<br />

1658 -1961 1962 1972 1978 1980 1985<br />

10<br />

<strong>Minera</strong> Cumobabi,<br />

S.A. de C.V. begins<br />

operations, mining<br />

copper ore and<br />

molybdenum (closed<br />

in 1989).<br />

15<br />

<strong>Minera</strong> María begins<br />

operations in the town<br />

of Cananea in Sonora,<br />

mining copper ore<br />

(closed in 1981).<br />

Empresas <strong>Frisco</strong>,<br />

S.A. de C.V. is created<br />

and acquired by<br />

Grupo Carso.


Mining Units<br />

Name<br />

Units in Operation<br />

Metals Exploitation Type Process<br />

1 El Coronel Au, Ag Open-Pit Heap Leaching<br />

2 San Felipe Au, Ag Open-Pit Heap Leaching / Dynamic Leaching<br />

3 Asientos Au, Ag, Pb, Zn, Cu Underground Milling and Flotation<br />

4 Tayahua Au, Ag, Pb, Zn, Cu Underground Milling and Flotation<br />

5 San Francisco del Oro Au, Ag, Pb, Zn, Cu Underground Milling and Flotation<br />

6 María Cu Open-Pit Heap Leaching<br />

Expansion Projects<br />

1 El Coronel - Secondary Crusher Crushing circuit, expansion of settling ponds and heap formation<br />

2 San Felipe II Crushing circuit, settling ponds, heap formation and Merrill Crowe plant<br />

4 Tayahua - Primary Copper Access ramp of 5.6 kms, crushing, grinding and flotation plant<br />

Installation Projects<br />

7 El Concheño Au, Ag Open-Pit Dynamic Leaching<br />

8 El Porvenir Au, Ag Open-Pit Heap Leaching<br />

9 San Francisco del Oro Open-pit Au, Ag Open-Pit Flotation and Dynamic Leaching<br />

Projects under Feasibility and Implementation Studies<br />

10 Espejeras Au, Ag Open-Pit Dynamic Leaching<br />

11 Calcosita - Tayahua Cu Open-Pit Heap Leaching<br />

12 Lampazos Au, Pb Open-Pit / Underground Flotation<br />

13 Clarines Au, Ag Open-Pit Flotation and Dynamic Leaching<br />

14 Vetas Negras Au, Ag Open-Pit Dynamic Leaching<br />

15 Santa Fe Au, Ag Open-Pit Bulk Flotation<br />

16 Federicos Au, Ag Open-Pit Heap Leaching<br />

Compañía<br />

San Felipe begins<br />

operations in Baja<br />

California (closed<br />

in 2001).<br />

<strong>Minera</strong> Tayahua is<br />

acquired (51%),<br />

located in Mazapil,<br />

Zacatecas.<br />

The Unidad de<br />

Manejo para la<br />

Conservación de la<br />

Vida Silvestre (UMA)<br />

(Unity of Conservation<br />

Management<br />

of Wildlife) creates<br />

the “Reserva San<br />

Francisco del Oro”<br />

in Chihuahua.<br />

The second phase<br />

of <strong>Minera</strong> María<br />

begins operations,<br />

mining copper ore<br />

for the production<br />

of cathodes.<br />

The Asientos unit<br />

in Aguascalientes<br />

and the El Coronel<br />

unit in Zacatecas<br />

begin operations to<br />

produce gold doré<br />

and silver bars.<br />

Beginning in the<br />

second half of 2010<br />

<strong>Frisco</strong> begins a<br />

program of strong<br />

investment in six<br />

projects that contemplate<br />

expansions<br />

as well as new<br />

plants and facilities.<br />

1994 1998 2001 2004 2008 2010<br />

3


Key Financial and<br />

Operating Data<br />

4<br />

MINERA FRISCO<br />

(Thousand pesos at December 31, 2011*)<br />

2011 2010 Change %<br />

Revenues 8,544,566 7,141,703 19.6%<br />

Operating Income 3,669,712 3,237,612 13.3%<br />

Operating Margin 42.90% 45.30% -2.4<br />

EBITDA 4,309,534 3,657,054 17.8%<br />

EBITDA Margin 50.40% 51.20% -0.8<br />

Controlling participation in Net Income 545,750 1,397,208 -60.9%<br />

Percentage to Sales 6.40% 19.60% -13.2<br />

Total Assets 24,303,232 20,097,799 20.9%<br />

Total Liabilities 12,300,424 18,339,381 -32.9%<br />

Consolidated Stockholder’s Equity 12,002,808 1,758,418 582.6%<br />

CapEx 7,984,478 3,087,281 158.6%<br />

Total Debt 8,350,000 12,616,045 -33.8%<br />

Net Debt 3,488,644 6,276,013 -44.4%<br />

Net Debt/EBITDA (times) 0.8 1.7 -0.9<br />

CapEx/Revenues 93.4% 43.2% 50.2<br />

Shares Outstanding (thousand) 2,545,382 0 NA<br />

Income per Share** 0.22 0 NA<br />

Stock Price at year end*** 50.71 0 NA<br />

* Except outstanding shares and Income per share.<br />

** Controlling Participation in Net Income divided by the compounded average number of oustanding shares.<br />

*** Price at the beginning of its trading on January 6, 2011 was of $30.14 pesos per share.<br />

EBITDA: Earnings before interest, taxes, depreciation and amortization.<br />

NA: Not applicable


7,142<br />

8,545<br />

3,238<br />

3,670<br />

3,657<br />

4,309<br />

3,087<br />

7,984<br />

6,276<br />

10 11 10 11 10 11 10 11 10 11<br />

Revenues<br />

(Million pesos)<br />

Operating<br />

Income<br />

(Million pesos)<br />

EBITDA<br />

(Million pesos)<br />

CapEx<br />

(Million pesos)<br />

3,489<br />

Net Debt<br />

(Million pesos)<br />

5


Letter to shareholders<br />

Global Economic Outlook<br />

The economic outlook since 2000 includes structural problems,<br />

mainly in developed countries, which have not been<br />

resolved and have only been faced with aggressive monetary<br />

and fiscal policies.<br />

With the change in civilizations from industrial to service<br />

societies, as well as rapid technological advances that have<br />

allowed large productivity increases and the ability to produce<br />

goods and services at lower costs, we should be seeing<br />

the generalized creation of value and wealth. However, fiscal<br />

and structural trade deficits, as well as an unsustainable<br />

welfare state and problems with the financial system that do<br />

not appropriately guide change are provoking high levels of<br />

unemployment that are most evident even among the bestprepared<br />

youth.<br />

Despite a global economic situation that is unfavorable for the<br />

exports of developed nations, the monetary policies of these<br />

nations have allowed important capital access and long-term,<br />

low-interest financing for developing nations. It has also permitted<br />

developing countries to focus on domestic economies<br />

and impulse the activities necessary for development with the<br />

formation of human and physical capital, as well as the promotion<br />

of activities that will be intensive job engines in coming<br />

years. Investments in coming years that are equivalent to<br />

25% of GDP would create high sustained economic growth,<br />

as well as sustained job growth, which would allow developing<br />

countries to cross the threshold of per capita income of<br />

$15,000 dollars. This in turn would result in a larger middle<br />

class and bring currently marginalized and poverty-stricken<br />

groups to the benefits of better education and health, leading<br />

to a virtuous cycle of development for our countries.<br />

Even with the negative effects of the global economy, Mexico<br />

and other emerging countries are facing more growth opportunities<br />

than developed nations. Mexico has an adequatelycapitalized<br />

banking system, better public finances, low interest<br />

rates, long-term peso and dollar-indexed financing, and<br />

most importantly, many needs that become investment opportunities<br />

for the private sector, which in turn lead to potential<br />

for development and more employment.<br />

6<br />

Metals Market<br />

In 2011, the precious metals market experienced an important<br />

increase in prices. In the case of gold, the global economic<br />

situation, negative real interest rates and the growing demand<br />

for the physical metal —especially in China— as well as<br />

the growing demand of exchange-traded funds have pushed<br />

prices to maximum historic levels. Gold traded at $1,925 USD/<br />

Oz in September of 2011 and prices for the year were 25%<br />

above 2010 levels. Meanwhile, global production was 2,801<br />

tons, a 5.7% increase from 2010.<br />

In the case of silver, it is being considered an investment in<br />

addition to industrial uses. Global mining production was<br />

24,150 tons in 2011, a similar level to 2010. Throughout the<br />

year, there were large periods of volatility, with prices closing<br />

the year at 60% above 2010.<br />

In the case of base metals, copper has had an important upturn<br />

in recent years. Demand in China for the metal increased<br />

in 2011 to almost 8.0 Mt, which is 40% of global consumption.<br />

Meanwhile, the supply of deposits has been affected in<br />

recent years by labor strikes, climate and decreases in production<br />

laws. Global mining production was 16.30 Mt for 2011.<br />

As for zinc and lead, there has been an increase in global supply<br />

in recent years, creating historically high inventories, with<br />

China as the principal consumer and producer.<br />

MINERA FRISCO<br />

Within this context there is a historic opportunity for the company,<br />

which in addition to having many years of operation,<br />

has a portfolio of important mining lots in Mexico and important<br />

growth potential for its operational units. Thanks to the<br />

experience of the company in executing and installing projects<br />

and taking advantage of specialization in process engineering,<br />

construction and the build-out of structures from affiliated<br />

companies, there are currently six expansion projects as well<br />

as the simultaneous installation of new mines. These projects<br />

are the principal present and near future challenge for the<br />

company. These projects represent an important increase in<br />

the production capacity of over 200% and a CapEx of $7.984<br />

billion pesos for 2011, a figure that will be surpassed in 2012.


<strong>Frisco</strong> currently has one of the most aggressive expansion programs<br />

in the world for now and the near future, executing<br />

with the highest levels of quality, in record time and cost efficiency,<br />

offering experience and equipment integration that is<br />

fundamental for the execution of future projects.<br />

In the operation of our mining units, we have made an important<br />

effort to continue metallurgical investigation and the<br />

optimization of our processes. This translates into production<br />

cost improvements, efficiency in the recovery of metallurgical<br />

values, processes with better environmental sustainability and<br />

in general better economic viability of the projects.<br />

In terms of exploration, in 2011 we significantly increased<br />

the economic resources, equipment and specialists to increase<br />

our reserve base and mineral resources to support<br />

the operation of current projects, expansion plans and the<br />

viability of projects that are being installed. Additionally,<br />

there are many mining lots from our portfolio that are in<br />

geological study and exploration seeking viability to be exploited<br />

in the future.<br />

In terms of operations, higher year-on-year metals prices in<br />

2011 and increases in produced volumes of mainly copper,<br />

gold and lead caused revenue to increase 20% to $8.545<br />

billion pesos, while EBITDA increased 18% with a slight decrease<br />

of 0.8 percentage points in EBITDA margin, which<br />

was 50.4%.<br />

Total assets were $24.303 billion pesos, while controlling<br />

stockholders’ equity was $12.003 billion pesos. Debt to equity<br />

was 1.0 time, while net debt was 0.8 times 2011 EBITDA.<br />

Debt coverage was 7.1 times.<br />

Given the relevance of the investments in installation projects,<br />

the company considered the guarantee of minimum level of<br />

José Humberto Gutiérrez-Olvera Zubizarreta<br />

Chairman of the Board<br />

profitability to be fundamental and has hedged the price of<br />

metals. As the projects near operation and the new projects<br />

have a lesser weight with respect to the total production base,<br />

the company has significantly decreased its position of hedges<br />

with respect to production.<br />

Among the most important corporate events, at the beginning<br />

of the year the acquisition was completed of 39% of the<br />

shares of <strong>Minera</strong> Tayahua, raising the participation of <strong>Minera</strong><br />

<strong>Frisco</strong> to 90.2% of equity. At the same time, an Extraordinary<br />

Shareholders’ Meeting was held to decree a capital increase<br />

of 250 million shares at a price of $47.00 pesos per share, of<br />

which 242.6 million shares were subscribed.<br />

Sustainability activities in 2011 included environmental control<br />

operative plans, sustainability of water and energy resources,<br />

management of environmental liabilities, certifications, integral<br />

management systems and the analysis of stakeholders.<br />

Additionally, we increased our labor force by 30%, benefitting<br />

the communities where we operate with job creation.<br />

The labor climate and relation between the company and the<br />

unions remains healthy and cordial.<br />

<strong>Minera</strong> <strong>Frisco</strong> has a solid financial position that allows it to<br />

face its current, immediate and future expansion plans that<br />

will convert it into a company with world-class production levels,<br />

as well as the operating experience to achieve these goals<br />

with the highest standards.<br />

On behalf of the Board of Directors and the management<br />

team at <strong>Minera</strong> <strong>Frisco</strong>, we thank all of our employees, their<br />

effort, commitment, and our shareholders for their trust.<br />

<strong>Minera</strong> <strong>Frisco</strong> will seek to maintain the successful course to<br />

contribute to the development of our country.<br />

Sincerely,<br />

Alejandro Aboumrad González<br />

Chief Executive Officer<br />

7


Operational Units<br />

MINING UNITS<br />

<strong>Frisco</strong> is the fastest-growing Mexican mining company,<br />

establishing an exceptional portfolio of high-quality assets.<br />

In recent years due to the recovery of metals prices, the<br />

company significantly increased exploration in the lots<br />

that has conserved, such as San Francisco del Oro, María,<br />

Tayahua and San Felipe. Additionally, new units were<br />

put into operation such as Asientos and El Coronel, both<br />

property of <strong>Minera</strong> Real de Ángeles and which began<br />

activities in 2008.<br />

As of the second half of 2010, the company began<br />

an important investment program in six projects that<br />

contemplates expansions as well as new facilities and plants<br />

to increase capacity of crushing and production.<br />

8<br />

Units in Operation<br />

Installed Capacity Expansion Current + Start-Up of Ore Milled 2011<br />

Name TPD at Dec 31, 2011 Projects Project Operations (t)<br />

El Coronel 35,000 30,000 65,000 2 nd Semester 2012 13,750,130<br />

San Felipe 7,500 15,000 22,500 2 nd Semester 2012 3,354,832<br />

Asientos 4,000 0 4,000 - 1,148,986<br />

Tayahua Pb - Zn 1,500 0 1,500 - 596,277<br />

Tayahua Cu 3,700 20,000 23,700 2013 989,950<br />

San Francisco del Oro 4,000 0 4,000 - 993,909<br />

María 27,000 0 27,000 - 6,046,713<br />

Total 82,700 65,000 147,700 26,880,797<br />

Units in Installation<br />

Name Nominal Installed Start-Up of<br />

Capacity Operations<br />

El Concheño 20,000 2 nd Semester 2012<br />

El Porvenir 10,000 3 rd Quarter 2012<br />

San Francisco del Oro Tajo 10,000 3 rd Quarter 2012<br />

Total 40,000<br />

Annual estimated utilization factor 88%


STRATEGY<br />

<strong>Minera</strong> <strong>Frisco</strong> is making a great effort to continue<br />

metallurgical investigation, improvement of processes<br />

and explorations, which allow us:<br />

1. To be more efficient in our operations<br />

2. To increase our reserves<br />

3. To consolidate sustainability activities<br />

4. To improve recoveries<br />

5. To lower costs<br />

Also create solid fundamentals for economic, operational<br />

and environmental viability of the projects in operation<br />

and installation, as well as those in the process of geological<br />

evaluation, exploration or beginning exploitation.<br />

Production of Metal Contents<br />

At December 31, 2011<br />

Name Gold % Silver % Lead % Zinc % Copper %<br />

(Oz) total (Oz) total (t) total (t) total (t) total<br />

El Coronel 197,631 84.1 20,419 0.4 0 0.0 0 0.0 0 0.0<br />

San Felipe 24,478 10.4 392,757 7.4 0 0.0 0 0.0 0 0.0<br />

Asientos 4,442 1.9 1,656,871 31.2 8,953 39.9 37,458 45.6 605 2.8<br />

Tayahua 5,117 2.2 1,837,328 34.6 5,282 23.6 27,097 33.0 8,159 38.1<br />

San Francisco del Oro 3,401 1.4 1,401,938 26.4 8,181 36.5 17,580 21.4 1,176 5.5<br />

María 0 0.0 0 0.0 0 0.0 0 0.0 11,455 53.5<br />

Total 2011 235,069 100 5,309,313 100 22,416 100 82,135 100 21,395 100<br />

Total 2010 199,791 5,496,360 20,744 91,571 16,830<br />

Var% 17.7 -3.4 8.1 -10.3 27.1<br />

9


El Coronel<br />

Aerial view of the mining unit<br />

Crushing circuit including mineral conveyor belts<br />

screening and hopper<br />

10


Aerial view of the pit<br />

The El Coronel mining unit is located in Zacatecas. It is an<br />

open-pit mine that uses heap leaching and recovers the mineral<br />

through carbon absorption, stripping and electrolysis. Then<br />

the ore is sent to the foundry to be processed into doré gold<br />

and silver bars for sale.<br />

11


San Felipe<br />

Panoramic view<br />

Crushing circuit<br />

12


Loading a truck with mineral to be transported to the<br />

crushing process<br />

San Felipe is located in Baja California. It is an open-pit mine<br />

that uses heap leaching. Its milling capacity at the end of the<br />

year was 7,500 tons daily and it produces doré gold and silver<br />

bars for sale.<br />

13


Asientos<br />

Aerial view of the plant<br />

Underground drilling<br />

14


Night view of the milling area<br />

Asientos is located in the state of Aguascalientes. This is an<br />

underground mine that uses a milling and flotation process.<br />

In November of 2011 a new mill, floatation cells and a settling<br />

tank were installed to guarantee an installed milling capacity<br />

of 4,000 daily tons for the production of lead, zinc and copper.<br />

15


Tayahua<br />

Milling and Flotation plant<br />

Rock transportation in the mine<br />

16


Underground drilling in the mine<br />

Tayahua is in Zacatecas and is a polymetallic underground<br />

operation that exploits mainly bodies of primary copper and zinc.<br />

17


San Fco. del Oro<br />

Underground mining<br />

Transportation system by aerial ropeway buckets<br />

18


Milling and classification process<br />

San Francisco del Oro is where <strong>Minera</strong> <strong>Frisco</strong> gets its name and<br />

is a polymetal underground mine.<br />

19


María<br />

Crushing circuit<br />

<strong>Minera</strong>l conveyor belt to the stockpile<br />

Production of cathode copper<br />

20


<strong>Minera</strong> María is a copper mine. The mineral is extracted and<br />

sent to the crushing area to reduce its size and be stockpiled<br />

or terraced.<br />

21


Installation and expansion projects<br />

MINERA FRISCO has formed a specialized team with an<br />

important execution capacity, which is fundamental for<br />

simultaneously installing six projects of the dimensions<br />

of those currently being built in record time, maintaining<br />

quality, cost and process efficiency. This has resulted in<br />

a CapEx of $7.984 billion pesos in 2011, a figure that is<br />

expected to be surpassed in 2012. Today <strong>Frisco</strong> is a mining<br />

company with one of the highest levels of investment<br />

in the world and is positioning itself in the near future<br />

as a company with the best capacity to face and execute<br />

these growth rates.<br />

<strong>Minera</strong> <strong>Frisco</strong> has one of the most aggressive expansion<br />

programs in the world today and in the near future, executing<br />

with the highest levels of quality, record execution<br />

times and cost efficiencies, generating an experience and<br />

integration of teams that are fundamental for the execution<br />

of the following projects:<br />

22<br />

Mining Units<br />

Name Metals Exploitation Type Process<br />

Installation Projects<br />

7 El Concheño Au, Ag Open-Pit Dynamic Leaching<br />

8 El Porvenir Au, Ag Open-Pit Heap Leaching<br />

9 San Francisco del Oro pen-pit Au, Ag Open-Pit Flotation and Dynamic Leaching<br />

Expansion Projects<br />

1 El Coronel - Secondary Crusher Crushing circuit, expansion of settling ponds and heap formation<br />

2 San Felipe II Crushing circuit, settling ponds, heap formation and Merrill Crowe plant<br />

4 Tayahua - Primary Copper Access ramp of 5.6 kms, crushing, grinding and flotation plant<br />

Numeration corresponding to map on page 2


El Concheño<br />

Crushing area and leaching tanks / Installation<br />

Located in Chihuahua, El Concheño is a new unit for gold and<br />

silver ores, which will be exploited by open-pit and underground<br />

mine, recovering metals through dynamic leaching.<br />

23


El Concheño<br />

General view of the plant / Installation<br />

Foundation of the grinding and hydrocyclone area<br />

24


Foundation of the thickening tanks and leaching area<br />

25


El Porvenir<br />

Formation of beds / Installation<br />

Installation of crushing circuits<br />

26


Screening and crushing area<br />

El Porvenir is a new project located in Aguascalientes that<br />

consists of an open mining pit, using heap leaching. The plant<br />

will use the Merrill Crowe process and the metals will be smelted<br />

in an induction oven to produce doré bars of gold and silver.<br />

27


San Fco. del Oro Tajo<br />

Open-pit / Installation<br />

Crushing area of 10 thousand tons per day<br />

28


Installation of leaching tanks<br />

Within the San Francisco del Oro unit, a new project is being<br />

installed that includes open-pit mine extraction in areas such<br />

as <strong>Frisco</strong>, Sainas and Clarines.<br />

29


El Coronel-Secondary Crusher<br />

Conveyor belts / Expansion<br />

Explosion to prepare the area for the second<br />

crushing circuit<br />

30


Within the expansion plans of El Coronel, the installation of<br />

a new fixed crushing circuit began at the end of 2011 with an<br />

estimated capacity of 30,000 tons daily. This will increase the<br />

crushing capacity of El Coronel to 65,000 tons daily, almost<br />

doubling the current capacity.<br />

31


San Felipe II<br />

Panoramic view / Expansion<br />

Screening and crushing area<br />

32


Grinding area and conveyor belt to the stock-pile<br />

San Felipe II is an expansion project that contemplates the<br />

installation of a new crushing circuit, stockpiling and Merrill<br />

Crowe plant.<br />

33


Tayahua-Primary Copper<br />

Access tunnel / Expansion<br />

Subterranean extraction equipment<br />

34


Entry to the “Gloria Estela” access ramp<br />

This project contemplates the development of a 5,600 meter<br />

access ramp, a beltway around the ore body and the installation<br />

of an internal crusher with a capacity of 20,000 tons daily.<br />

35


Feasibility studies and<br />

implementation projects<br />

The work plan to assess the viability of mining lots is<br />

centered on ongoing metallurgic research, geological<br />

studies and the evaluation of the environmental and<br />

social impact of projects. Seven exploration projects are<br />

currently being evaluated, in which probable gold and silver<br />

resources have been identified. Geological and geophysical<br />

exploration, as well as diamond tipped and reverse<br />

circulation drilling, are being carried out with copper and<br />

basic sulfur projects. <strong>Minera</strong>logical and metallurgical test<br />

are continuously being done.<br />

36<br />

Mining Units<br />

Name Metals Exploitation Type Process<br />

Projects under Feasibility and Implementation Studies<br />

10 Espejeras Au, Ag Open-Pit Dynamic Leaching<br />

11 Calcosita - Tayahua Cu Open-Pit Heap Leaching<br />

12 Lampazos Au, Pb Open-Pit / Underground Flotation<br />

13 Clarines Au, Ag Open-Pit Flotation and Dynamic Leaching<br />

14 Vetas Negras Au, Ag Open-Pit Dynamic Leaching<br />

15 Santa Fe Au, Ag Open-Pit Bulk Flotation<br />

16 Federicos Au, Ag Open-Pit Heap Leaching<br />

Numeration corresponding to map on page 2


Topography Metallurgical tests<br />

Drilling<br />

37


Exploration<br />

During 2011 the exploration budget was six times larger<br />

than the prior year. These resources were assigned to<br />

equipment as well as personnel, increasing the number of<br />

professionals with vast experience in mining and diamond<br />

drilling and inverse circulation equipment.<br />

The current and future exploration programs are focused<br />

on locating gold and silver deposits to increase reserves<br />

that can be mined with open-pit techniques. Geological<br />

and geophysical works, as well as drilling, are currently<br />

being carried out. In the more advanced exploration<br />

projects, surface land is being acquired for modeling of<br />

geological resources.<br />

38


Conducting geological tests<br />

We have significantly increased the economic resources and exploration<br />

equipment, as well as specialists to increase the base<br />

of reserves and mineral resources to support the current operation,<br />

expansion plans and the feasibility of installation projects.<br />

39


Sustainability activities<br />

A fundamental part of the strategy and culture<br />

of <strong>Minera</strong> <strong>Frisco</strong> is social responsibility, a commitment<br />

that —beyond business activity— maximizes<br />

the positive impact of its activities and transfers<br />

resources to benefit the communities where it operates.<br />

With this objective, in 2011 the following<br />

activities were carried out:<br />

In the area of hazardous waste management, we<br />

introduced an initiative so that all of our units<br />

have a registered plan with the Environmental<br />

and Natural Resources Ministry, with San Francisco<br />

del Oro receiving the first validation. We also began<br />

the process to identify and quantify environmental<br />

liabilities in all mining units to reduce the<br />

environmental footprint to comply with Mexican<br />

norms and the NIF C-18.<br />

CIDEC, Microm and Sinergia —companies<br />

dedicated to the production of efficient energy<br />

technologies—, diagnosed the lighting needs in<br />

all business units to soon implement eco technologies<br />

and solar and wind power to reduce greenhouse<br />

effects.<br />

As part of the activities aimed at the conservation<br />

of biodiversity, there was a second monitoring<br />

of the Royal Eagle in the Altamira hill in Aguas-<br />

40<br />

calientes, in accordance with the protection and<br />

conservation program that Asientos co-sponsors.<br />

In the El Concheño project, construction of the<br />

native plant nursery has begun according to<br />

the initiatives of the other units that have these<br />

production structures. It should be noted that<br />

<strong>Minera</strong> <strong>Frisco</strong> has maintained since 2001 the UMA<br />

wildlife conservation management unit “Reserva<br />

San Francisco Oro,” which includes 150 hectares<br />

of wild flora and fauna. The reserve promotes<br />

ecological consciousness and tourism.<br />

At midyear, the water project of the San Felipe unit<br />

began, including the installation of a desalinization<br />

plant that uses inverse osmosis technology, representing<br />

an environmental benefit as a smaller area<br />

would be impacted and a greater water recovery<br />

would be achieved. At El Coronel, the implementation<br />

has begun of the Environmental and Social<br />

Management System, which takes into account the<br />

ISO 140001, ISO 26000 norms and the best practices<br />

of the International Code for Cyanide Handling.<br />

The objective is to reduce the health and environmental<br />

risks. Four units of the Group: <strong>Minera</strong><br />

María, Tayahua, El Coronel and San Francisco del<br />

Oro maintain the Certificado de Industria Limpia<br />

(Certification for clean industry) that is awarded by<br />

the Federal Environmental Protection Agency.


<strong>Minera</strong> <strong>Frisco</strong> has maintained since 2001 the UMA wildlife<br />

conservation management unit “Reserva San Francisco del<br />

Oro,” which includes 150 hectares of wild flora and fauna.<br />

41


Human Resources<br />

Due to the expansion projects and the construction of new<br />

units, 963 people were hired in the year, many of them<br />

local, benefitting neighboring communities with jobs.<br />

There were a total of 3,580 people in the operation, of<br />

which 6% were women and 94% men, without including<br />

outside contractors.<br />

Security of employees and neighboring communities is a<br />

priority for <strong>Minera</strong> <strong>Frisco</strong>. This is why the company offered<br />

training in industrial security and occupational health, the<br />

environment and operational processes. A total of 123,159<br />

hours of training was provided for union and non-union<br />

collaborators.<br />

The relationship between the company and the national<br />

and local union is healthy and cordial, maintaining<br />

positive and direct communication that permits dialog<br />

and agreements. With respect to the social benefits to<br />

collaborators, the company pays equitable and fair wages,<br />

above those established by the Federal Work Law and<br />

based on performance evaluations.<br />

42


Personnel installing irrigation pipes<br />

Security of employees is a priority for <strong>Minera</strong> <strong>Frisco</strong>. This is<br />

why the company offered training in industrial security and occupational<br />

health, the environment and operational processes.<br />

43


44<br />

San Felipe / Equipment<br />

Tayahua / Underground operation<br />

Asientos / Drilling


San Fco. del Oro / Underground operation<br />

El Coronel / Open-pit<br />

El Concheño / Panoramic view<br />

Tayahua / Metallurgical tests<br />

El Concheño / Construction<br />

Tayahua / Aerial view<br />

45


Board of Directors<br />

Board Members<br />

46<br />

Position* Years as Board Member** Type of Board Member*<br />

Carlos Slim Helú COB - Fundación Carlos Slim<br />

COB - Fundación Telmex<br />

COB - Impulsora del Desarrollo y el Empleo en América Latina<br />

COB - Carso Infraestructura y Construcción 1 Patrimonial Related<br />

José Humberto Gutiérrez COB - <strong>Minera</strong> <strong>Frisco</strong><br />

Olvera Zubizarreta CEO - Grupo Carso<br />

COB and CEO - Grupo Condumex 1 Related<br />

Sergio W. Covarrubias Vázquez CEO - Grupo IDESA<br />

CEO - Constructora y Fraccionadora Montebello 1 Independent<br />

Alejandro Gutiérrez Gutiérrez Business Consultant 1 Independent<br />

Guillermo Gutiérrez Saldívar COB - Grupo IDESA<br />

CEO - Equipos Mecánicos 1 Independent<br />

José Kuri Harfush COB - Janel 1 Related<br />

Gerardo Kuri Kaufmann CEO - Inmuebles Carso 1 Related<br />

Juan Rodríguez Torres Business Consultant 1 Independent<br />

José Shedid Mehry Business Consultant 1 Independent<br />

Patrick Slim Domit Vice Chairman - Grupo Carso<br />

COB - América Móvil<br />

Commercial Director of Mass Markets - Teléfonos de México<br />

COB - Sears Operadora México 1 Patrimonial Related<br />

Treasurer<br />

Quintín Humberto<br />

Botas Hernández Comptroller - Grupo Condumex 1<br />

Secretary<br />

Sergio F. Medina Noriega Director of the Legal Department - Teléfonos de México 1<br />

Pro-secretary<br />

Alejandro Archundia Becerra Manager of the Legal Department - Grupo Condumex 1<br />

* Based on information from the Board members.<br />

** The age as board members was considered from 2011, date on which the shares of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. were listed on the Mexican Stock Exchange.<br />

COB: Chairman of the Board CEO: Chief Executive Officer


Report of the Corporate and<br />

Auditing Practices Committee<br />

of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V.<br />

Juan Rodríguez Torres Chairman<br />

Guillermo Gutiérrez Saldivar<br />

José Shedid Mehry<br />

To the Board of Directors:<br />

As the chairman of the Corporate and Auditing Practices Committee of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (the “Committee”), I submit the<br />

following annual report of activities for the 2011 fiscal year.<br />

Corporate Practices, Evaluation and Compensation<br />

The CEO of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (the “Company”) and the executives of the corporate entities controlled by the Company,<br />

satisfactorily complied with the stated goals and with their responsibilities.<br />

The transactions with affiliates submitted to the consideration of the Committee were approved. Among them are the following<br />

significant transactions, each of which represents more than 1% of the consolidated assets of the Company, executed successively:<br />

Cobre de México, S.A. de C.V., for the sale of cathode cable; and Condumex, Inc. for the purchase of machinery, equipment and parts.<br />

All transactions with related parties were reviewed by Galaz, Yamazaki, Ruiz Urquiza, S.C., and a summary of them is contained in a<br />

note of the certified financial statements of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. and subsidiaries at December 31, 2011.<br />

The CEO of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. receives no remuneration for his activity. The Company does not have employees, and as<br />

to remuneration of the relevant executives of the companies controlled by the Company, we verified that they complied with the<br />

policies approved by the Board of Directors.<br />

The Board of Directors of the Company granted no exemption to any members of the Board, relevant executives or anyone in an<br />

executive position to take advantage of business opportunities, either for himself or for third parties, that correspond to the Company<br />

or to the corporate entities it controls or in which it has a significant influence. The Committee, on its part, granted no exemptions<br />

for the operations referred to in paragraph c), Section III, Article 28 of the Securities Market Law.<br />

Auditing Functions<br />

The internal control and internal auditing system of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. and of the corporate entities controlled by it are<br />

satisfactory and comply with the guidelines approved by the Board of Directors, as observed in the information provided to the Committee<br />

by management of the Company and in the external audit certification.<br />

The modifications of accounting policies of the Company were approved to elaborate its financial information based on International<br />

Financial Reporting Standards (IFRS) as of the 2012 fiscal year.<br />

We have no knowledge of any relevant default on the guidelines and operation and accounting registry policies of the Company or<br />

of the corporate entities controlled by it and, consequently, no preventive or corrective measures were implemented.<br />

The performance of the Galaz, Yamazaki, Ruiz Urquiza, S.C. and Camacho, Camacho y Asociados, S.C. accounting firms, the corporate<br />

entities that conducted the audit of the financial statements of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. and subsidiaries to December 31, 2011,<br />

and of the external auditor in charge of said audit, was satisfactory and the objectives agreed at the time they were retained were<br />

achieved. In addition, according to the information provided by said firms to the management of the Company, their fees for the<br />

external audit represented a percentage less than 20% of their total revenue.<br />

47


On the other hand, approval was given for Galaz, Yamazaki, Ruiz Urquiza, S.C. to provide to <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. and to some<br />

of its subsidiaries the following additional services: guidance to fulfill requirements of the Tax Administration System (SAT for initials<br />

in Spanish) for Compañía San Felipe, S.A. de C.V., Construcciones y Servicios <strong>Frisco</strong>, S.A. de C.V. and <strong>Minera</strong> Tayahua, S.A. de C.V.; various<br />

services provided to <strong>Minera</strong> CX, S.A. de C.V. and <strong>Minera</strong> Cra, S.A. de C.V.; preparation of financial statements, tax statement and<br />

annual report of the Company; revision of operations known as collars and the deferred employee profit sharing of some subsidiaries<br />

of the Company; and revision through the auditing of the initial balances for the IFRS.<br />

Pursuant to the information provided to us by the management of the Company and the meetings we held with the external and<br />

internal auditors without the presence of the Company’s officers, and to the best of our knowledge, there were no relevant comments<br />

from shareholders, members of the Board, relevant executives, employees or, in general, any third party, related to the accounting,<br />

internal control and matters related to the internal or external audit, nor claims by said persons regarding any irregularity in the<br />

management of the Company.<br />

During the period to which this report refers, we verified that the resolutions adopted by shareholders’ meetings and the Board of<br />

Directors of the Company were duly complied with. In addition, according to the information provided to us by the management<br />

of the Company, we verified that it has controls that allow for determining that it complies with provisions applicable to the stock<br />

market and that the legal department conducts a review at least once a year to verify said compliance, and there were no comments<br />

in this respect or any adverse change in the legal situation.<br />

With respect to financial information prepared by the Company and filed with the Bolsa Mexicana de Valores (Mexican Stock<br />

Exchange) and the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission), we verified that the<br />

information was prepared under the same principles, criteria and accounting practices with which the annual information is prepared.<br />

Finance and Planning Functions<br />

During the 2011 fiscal year, the Company and some of the entities under its control effected significant investments. In this regard, we<br />

verified that the financing was carried out in accordance with the strategic plan of the Company over the medium and long terms. In<br />

addition, we evaluated from time to time that the strategic position of the Company was conformed to said plan. We also reviewed<br />

and evaluated the budget for the 2011 fiscal year together with financial projects that were taken into account for its preparation,<br />

which include the principal investments and financial transactions of the Company, which we consider are viable and congruent with<br />

investment and financing policies and with the strategic vision of the Company.<br />

For the preparation of this report, the Committee for Corporate and Auditing Practices evaluated information provided by the director<br />

general of the Company, the relevant executives of the corporate persons controlled by the Company and by the external auditor.<br />

The Chairman<br />

Juan Rodríguez Torres<br />

48


Independent auditors’ report<br />

To the Board of Directors and Stockholders of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V.<br />

(formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />

We have audited the accompanying consolidated balance sheets and statements of changes in stockholders’ equity of <strong>Minera</strong> <strong>Frisco</strong>, S. A. B.<br />

de C. V. and Subsidiaries, formerly mining sector of Grupo Carso, S. A. B. de C. V. (the “Company”) as of December 31, 2011 and 2010, and<br />

the related consolidated and combined statements of income and cash flows for the years then ended. These financial statements are the<br />

responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.<br />

We conducted our audits in accordance with auditing standards generally accepted in Mexico. Those standards require that we plan and<br />

perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and that they are<br />

prepared in accordance with Mexican Financial Reporting Standards. An audit includes examining, on a test basis, evidence supporting the<br />

amounts and disclosures in the financial statements. An audit also includes assessing the financial reporting standards used and significant<br />

estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a<br />

reasonable basis for our opinion.<br />

As mentioned in Note 2, on December 31, 2010 Grupo Carso, S. A. B. de C. V. split the mining sector and created a new public Company named<br />

<strong>Minera</strong> <strong>Frisco</strong>, S. A. B. de C. V. which is the direct and indirect owner, through its subsidiaries, of the assets of the mining sector of Grupo Carso,<br />

S. A. B. de C. V. and its subsidiaries.<br />

As mentioned in Note 3, beginning January 1, 2011, the Company adopted the following new provisions: Mexican Financial Reporting Standards<br />

(MFRSs/NIFs) C-4, Inventories; C-5, Prepaid Expenses; C-6, Property, Plant and Equipment; C-18, Obligations Associated with the Retirement of<br />

Property, Plant and Equipment; Improvements to Mexican Financial Reporting Standards 2011; Interpretation of Mexican Financial Reporting<br />

Standards 19, Changes Derived from the Adoption of International Financial Reporting Standards.<br />

The combined financial statements include the records and transactions of the mining sector companies as mentioned in Note 2. Such<br />

companies have common shareholders and administration. As such, the Company presents combined statements of income and cash flows for<br />

the year ended December 31, 2010.<br />

In our opinion, such consolidated and combined financial statements present fairly, in all material respects, the financial position of <strong>Minera</strong><br />

<strong>Frisco</strong>, S.A. B de C.V. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations, changes in their stockholders’<br />

equity, and their cash flows for the years then ended, in conformity with Mexican Financial Reporting Standards.<br />

The accompanying consolidated and combined financial statements have been translated into English for the convenience of readers.<br />

Galaz, Yamazaki, Ruiz Urquiza, S. C.<br />

Member of Deloitte Touche Tohmatsu Limited<br />

C. P. C. Walter Fraschetto<br />

March 6, 2012<br />

49


Consolidated balance sheets<br />

<strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />

As of December 31, 2011 and 2010 (In thousands of Mexican pesos)<br />

Assets<br />

50<br />

2011 2010<br />

Current assets:<br />

Cash and cash equivalents $ 4,861,356 $ 6,340,031<br />

Derivative financial instruments 726,179 47,097<br />

Accounts receivable – Net 1,645,861 1,377,643<br />

Due from related parties 612,004 266,058<br />

Inventories – Net 1,161,581 1,278,242<br />

Prepaid expenses 150,253 666,313<br />

Total current assets 9,157,234 9,975,384<br />

Property, plant and equipment – Net 12,436,162 5,079,228<br />

Deferred income taxes 751,314 2,572,931<br />

Deferred profit sharing – 370,724<br />

Other assets – Net 1,958,522 2,099,532<br />

Total $ 24,303,232 $ 20,097,799<br />

Liabilities and stockholders’ equity<br />

Current liabilities:<br />

Marketable notes $ 8,350,000 $ –<br />

Derivative financial instruments 410,699 297,398<br />

Accounts payables, taxes and accrued expenses 588,180 524,627<br />

Direct employee benefits 191,825 154,475<br />

Current portion of long term debt due to related parties – 116,715<br />

Due to related parties 170,390 545,913<br />

Income taxes – 523<br />

Total current liabilities 9,711,094 1,639,651<br />

Derivative financial instruments 2,244,207 3,977,221<br />

Employee benefits 17,869 15,210<br />

Provision for environment remediation 215,072 207,969<br />

Deferred profit sharing 112,182 –<br />

Long term debt due to related parties – 12,499,330<br />

Total liabilities 12,300,424 18,339,381<br />

Stockholders´ equity:<br />

Capital stock 74,362 67,274<br />

Additional paid-in capital 11,396,656 –<br />

Retained earnings 2,638,360 6,821,752<br />

Loss of valuation of derivative financial instruments (2,522,480) (6,498,987)<br />

Controlling interest 11,586,898 390,039<br />

Noncontrolling interest in consolidated subsidiaries 415,910 1,368,379<br />

Total stockholders ‘equity 12,002,808 1,758,418<br />

Total $ 24,303,232 $ 20,097,799<br />

See accompanying notes to consolidated and combined financial statements.


Consolidated and combined statements of income<br />

<strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />

For the years ended December 31, 2011 and 2010 (In thousands of Mexican pesos)<br />

2011 2010<br />

Consolidated Combined<br />

Net sales $ 8,544,566 $ 7,141,703<br />

Costs and expenses:<br />

Cost of sales 3,936,544 3,147,380<br />

Project exploration expenses and mining concessions rights 425,636 304,856<br />

4,362,180 3,452,236<br />

Gross profit 4,182,386 3,689,467<br />

Operating expenses 512,674 451,855<br />

Income from operations 3,669,712 3,237,612<br />

Other expenses – Net (157,071) (194,157)<br />

Impairment of long-lived assets (37,727) (3,870)<br />

Comprehensive financing cost:<br />

Interest income 44,658 108,706<br />

Interest expense (606,061) (365,977)<br />

Loss of valuation of forwards– Net (2,332,968) (230,773)<br />

Exchange gain (loss) – Net 264,134 (129,299)<br />

(2,630,237) (617,343)<br />

Income before income taxes 844,677 2,422,242<br />

Income taxes 175,647 731,439<br />

Net income $ 669,030 $ 1,690,803<br />

Controlling interest $ 545,750 $ 1,397,208<br />

Noncontrolling interest 123,280 293,595<br />

$ 669,030 $ 1,690,803<br />

Basic earnings per common share $ 0.2229071 $ 0.6067564<br />

Average of shares in transit (‘000) 2,448,330 2,302,750<br />

See accompanying notes to consolidated and combined financial statements.<br />

51


Consolidated statements of changes<br />

in stockholders’ equity<br />

<strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />

For the years ended December 31, 2011 and 2010 (In thousands of Mexican pesos)<br />

52<br />

Additional<br />

Capital paid-in<br />

stock capital<br />

Combined balances at the beginning of 2010 $ 3,732,802 $ 251,790<br />

Effect from adoption of NIF C-4 Inventorie – –<br />

Balances at the beginning of 2010, as adjusted 3,732,802 251,790<br />

Additional capital contribution in <strong>Minera</strong> San Francisco del Oro,<br />

<strong>Minera</strong> Real de Angeles and <strong>Minera</strong> Tayahua 2,500,001 196,796<br />

Decrease due to split of Inmuebles Riama (81,041) –<br />

Dividends paid for subsidiary – –<br />

Effect of split (6,084,488) (448,586)<br />

Balances before comprehensive loss 67,274 –<br />

Loss of valuation of derivative financial instrument – –<br />

Net income – –<br />

Comprehensive loss – –<br />

Consolidated balances as of December 31, 2010 67,274 –<br />

Decrease in noncontrolling interest of subsidiaries<br />

due to purchase of share – –<br />

Increase in capital stock 7,088 11,396,656<br />

Dividends paid for subsidiary – –<br />

Balances before comprehensive income 74,362 11,396,656<br />

Income (loss) of valuation of derivative financial instrument – –<br />

Net income – –<br />

Comprehensive income – –<br />

Consolidated balances as of December 31, 2011 $ 74,362 $ 11,396,656<br />

See accompanying notes to consolidated and combined financial statements.


Loss of<br />

valuation of Noncontrolling<br />

derivative interest Total<br />

Retained financial Controlling in consolidated stockholders´<br />

earnings (losses) instruments interest subsidiaries equity<br />

$ (1,056,369) $ (109,200) $ 2,819,023 $ 1,274,832 $ 4,093,855<br />

28,247 – 28,247 352 28,599<br />

(1,028,122) (109,200) 2,847,270 1,275,184 4,122,454<br />

– – 2,696,797 189,079 2,885,876<br />

25,889 – (55,152) – (55,152)<br />

(76,500) – (76,500) (73,500) (150,000)<br />

6,503,277 27,847 (1,950) 2,000 50<br />

5,424,544 (81,353) 5,410,465 1,392,763 6,803,228<br />

– (6,417,634) (6,417,634) (317,979) (6,735,613)<br />

1,397,208 – 1,397,208 293,595 1,690,803<br />

1,397,208 (6,417,634) (5,020,426) (24,384) (5,044,810)<br />

6,821,752 (6,498,987) 390,039 1,368,379 1,758,418<br />

(4,729,142) – (4,729,142) (898,779) (5,627,921)<br />

– – 11,403,744 – 11,403,744<br />

– – – (73,500) (73,500)<br />

2,092,610 (6,498,987) 7,064,641 396,100 7,460,741<br />

– 3,976,507 3,976,507 (103,470) 3,873,037<br />

545,750 – 545,750 123,280 669,030<br />

545,750 3,976,507 4,522,257 19,810 4,542,067<br />

$ 2,638,360 $ (2,522,480) $ 11,586,898 $ 415,910 $ 12,002,808<br />

53


Consolidated and combined<br />

statements of cash flows<br />

<strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />

For the years ended December 31, 2011 and 2010 (In thousands of Mexican pesos)<br />

54<br />

2011 2010<br />

Consolidated Combined<br />

Operating activities:<br />

Income before income taxes $ 844,677 $ 2,422,242<br />

Items related to investing activities:<br />

Depreciation and amortization 639,822 419,442<br />

Loss in sale of property, plant and equipment 11,075 5,266<br />

Impairment of property, plant and equipment 37,727 3,870<br />

Interest income (44,658) (108,706)<br />

Adjustment in useful lives of property, plant and equipment (11,847) –<br />

Items related to financing activities:<br />

Interest expense 606,061 365,977<br />

2,082,857 3,108,091<br />

(Increase) decrease in:<br />

Accounts receivable – Net (353,690) (373,291)<br />

Due from related parties (345,946) 60,246<br />

Inventories – Net 93,794 (739,773)<br />

Prepaid expenses 516,060 –<br />

Deferred profit sharing 10,426 48,772<br />

Other assets (170,370) (111,460)<br />

Increase (decrease) in:<br />

Accounts payable, taxes and accrued expenses 63,030 216,227<br />

Employees benefits 40,009 21,812<br />

Provision for environment remediation 7,103 56,407<br />

Due to related parties (375,523) 524,372<br />

Income taxes (111,479) (662,479)<br />

Net cash flows from operating activities 1,456,271 2,148,924<br />

Investing activities:<br />

Purchase of subsidiaries shares (5,627,921) –<br />

Purchase of property, plant and equipment (7,984,478) (3,087,281)<br />

Purchase of mining concessions (22,535) (309,331)<br />

Proceeds from sale of property, plant and equipment 41,858 62,059<br />

Interest received 44,658 108,706<br />

Effect of split – 50<br />

Net cash flows from investing activities (13,548,418) (3,225,797)<br />

Cash to be obtained from financing activities (12,092,147) (1,076,873)<br />

Financing activities:<br />

Increase in capital stock and additional paid-in capital 11,403,744 2,885,876<br />

Interest paid (606,061) (365,977)<br />

Dividends paid (73,500) (150,000)<br />

Derivative financial instruments 4,155,334 (7,703,922)<br />

Marketable notes 8,350,000 –<br />

Net (decrease) increase of loans received from related parties (12,616,045) 9,746,273<br />

Net cash flows from financing activities 10,613,472 4,412,250<br />

Net (decrease) increase in cash and cash equivalents (1,478,675) 3,335,377<br />

Cash and cash equivalents at beginning of the year 6,340,031 3,004,654<br />

Cash and cash equivalents at end of year $ 4,861,356 $ 6,340,031<br />

See accompanying notes to consolidated and combined financial statements.


Notes to consolidated<br />

and combined financial statements<br />

<strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />

For the years ended December 31, 2011 and 2010 (In thousands of Mexican pesos)<br />

1. Activity and important events<br />

a. Activity – The subsidiaries of <strong>Minera</strong> <strong>Frisco</strong>, S. A. B. de C. V. (“<strong>Minera</strong> <strong>Frisco</strong>” or the “Company”) are engaged in the exploration and<br />

exploitation of mining lands for the production and sale of concentrates of lead-silver, zinc, copper, “dore” (gold and silver) and copper<br />

cathodes. Such activity corresponds to the mining industry.<br />

b. Important events<br />

Since 2010, the Company has been in a process of accelerated growth. The Company has increased its exploration activity within the mining<br />

concessions owned by its subsidiaries.<br />

During 2011, the Company invested in the installation of new mining units and in the expansion of mining units that were already placed<br />

into operation. Company´s investment in 2011 was $7,170,119 (accumulated as of December 31, 2011 $9,707,892) and the expected<br />

investment for 2012 and 2013 is $10,000,000.<br />

The projects under construction or expansion are detailed as follows:<br />

1. <strong>Minera</strong> Real de Angeles, S. A. de C. V. (“Real de Angeles”)<br />

El Coronel unit. This mining unit is located in Zacatecas. It has a trituration capacity of 35,000 tons per day. El Coronel is a surfacing<br />

mining unit. The mineral is extracted through a leaching process in which the crushed mineral is placed in layers and it is irrigated with a<br />

chemical solution. Once the solution runs through the mineral layers it is processed in a plant to produce “dore” bars. Such bars contain<br />

gold and silver.<br />

As part of the unit´s expansion plans, at the end of 2011, the Company began to install a new trituration train which will have a capacity<br />

of 65,000 daily tons approximately. Once placed into service, the new train will double the current trituration capacity of the unit. The<br />

Company estimates the new installed capacity will be placed into service at the end of 2012.<br />

Concheño unit. It is located in Chihuahua. Currently, the Company is building a new mine and plant to produce gold and silver. This unit<br />

will be a new surface mine and will have a trituration capacity of 20,000 daily tons. It will produce “dore” bars with silver and gold<br />

content through a leaching process. Concheño will have a significant contribution to the future production of gold and silver of <strong>Minera</strong><br />

<strong>Frisco</strong>. The Company expects to initiate operation of the unit at the end of 2012.<br />

Asientos unit. It is located in Aguascalientes. Within this unit is the sub-surface mine called “Santa Francisca” with a capacity of 4,000<br />

daily tons. The mineral produced in this unit is lead, zinc and copper which are produced using a flotation process.<br />

Additionally, as part of the Asientos unit, the Company is installing a new project called “El Porvenir” that will have an independent<br />

operation. El Porvenir will be a surface mine and it will have a trituration daily capacity of 10,000 tons. El Porvenir will produce “dore”<br />

bars with silver and gold content through a leaching process. The Company expects to conclude this project at the end of 2012.<br />

San Felipe unit. This surface mining unit is located in Baja California. It has a daily trituration capacity of 7,500 tons. As part of the<br />

expansion plans for this unit, the Company is installing a new trituration train which will increase the total trituration capacity of the<br />

unit to 37,500 daily tons, approximately. This means that the current capacity will increase 5 times. The Company expects to conclude<br />

the new trituration train at the end of 2012.<br />

2. <strong>Minera</strong> San Francisco del Oro, S. A. de C. V. (“San Francisco del Oro”)<br />

It is a sub-surface mine located in Chihuahua. The mineral extracted in this mine is crushed in a plant with a capacity of 4,000 daily tons.<br />

After such process, the mineral is placed into a flotation process to produce concentrates of lead, zinc and copper.<br />

The Company is installing a new surface mine project that will operate independently to exploit mineral areas such as “<strong>Frisco</strong>”, “Sainas”<br />

and “Clarines”. After crashed in a train with a capacity above the 10,000 daily tons, the mineral will be processed in a new plant which<br />

is currently being installed. The mineral will be produced through leaching and flotation processes to obtain concentrates of lead, zinc,<br />

copper and “dore” with silver and gold contents. The Company expects to place this unit into service at the end of 2012.<br />

55


56<br />

3. <strong>Minera</strong> Tayahua, S. A. de C. V. (“Tayahua”)<br />

It is a sub-surface mine located in Zacatecas which produces mainly copper and zinc. The mineral is extracted and crashed in a plant with a<br />

capacity of 5,200 daily tons. The mineral is distributed in a lead-zinc and copper- zinc circuit and later goes to a flotation process to obtain<br />

concentrates of lead, zinc and copper with contents of gold, silver, lead, zinc and copper.<br />

The Company is developing a new project that considers an access ramp with a length of approximately 5,300 meters and the installation of<br />

a new trituration train with a daily capacity of 20,000 tons. The mineral will be crushed and later processed in a new flotation plant with a<br />

capacity of 20,000 daily tons. The Company expects to place into service this unit at the end of 2014.<br />

4. <strong>Minera</strong> María, S. A. de C. V. (“Maria”)<br />

It is a copper surface mine located in Sonora. It´s capacity is 27,000 daily tons. The crashed mineral is placed in layers to run the leaching<br />

process to obtain copper cathodes. During 2011, Maria contributed with 53.5% of the total copper production of <strong>Minera</strong> <strong>Frisco</strong>.<br />

2. Basis of presentation<br />

a. Explanation for translation into English - The accompanying consolidated and combined financial statements have been translated from<br />

Spanish into English for use outside of Mexico. These consolidated financial statements are presented on the basis of Mexican Financial<br />

Reporting Standards (“MFRS”, individually referred to as Normas de Información Financiera or “NIFs”). Certain accounting practices applied<br />

by the Company that conform with MFRS may not conform with accounting principles generally accepted in the country of use.<br />

b. Split from Grupo Carso, S. A. B. de C. V. - As of December 31, 2010, Grupo Carso, S. A. B. de C. V. (“Grupo Carso”), split its mining sector net<br />

assets, resulting in the constitution of <strong>Minera</strong> <strong>Frisco</strong>, which is the direct and indirect owner, through its subsidiaries, of the mining concessions<br />

that until that date, were owned by Grupo Carso and its subsidiaries. The main activity of the Company is the exploration and exploitation of<br />

mining lands to produce and sale concentrated lead-silver, zinc and copper, copper cathodes and “dore” (gold and silver) bars.<br />

c. Corporate restructuring - At the beginning of the restructuring process the entities that currently are subsidiaries of <strong>Minera</strong> <strong>Frisco</strong>, used to<br />

be subsidiaries of Grupo Condumex, S. A. de C. V. (“Grupo Condumex”) which was a subsidiary of Grupo Carso. The restructuring process is<br />

detailed as follows:<br />

1. As of October 22, 2010, the board of Directors and stockholders approved the split of Maria. In such split process Maria did not ceased<br />

to exist and the entity called Inmuebles Riama, S. A. de C. V. (“Inmuebles Riama”) was created. As a consequence of the split, Maria<br />

transferred to Inmuebles Riama the ownership of a property that does not belong to the economic group led by <strong>Minera</strong> <strong>Frisco</strong>.<br />

2. Once approved the split of Maria, on October 22, 2010, the Board of Directors and Stockholders also approved the split of Grupo Condumex,<br />

without ceasing its existence, to create a new entity called <strong>Minera</strong> CX, S. A. de C. V. (“<strong>Minera</strong> CX”).<br />

3. As a result of the above split, Grupo Condumex transferred the ownership of its shares to <strong>Minera</strong> CX as follows:<br />

(i) 51.00% of capital stock of Tayahua<br />

(ii) 68.00% of capital stock of Compañía Internacional <strong>Minera</strong>. S.A. de C.V. (“Internacional <strong>Minera</strong>”);<br />

(iii) 99.99% of capital stock of Compañía San Felipe, S.A. de C.V. (“San Felipe”);<br />

(iv) 99.99% of capital stock of San Francisco del Oro<br />

(v) 99.99% of capital stock of Real de Angeles<br />

(vi) 98.00% of capital stock of Construcciones y Servicios <strong>Frisco</strong>, S.A. de C.V. (“Construcciones y Servicios <strong>Frisco</strong>”);<br />

(vii) 99.90% of capital stock of Servicios <strong>Minera</strong> Real de Angeles, S. A. de C. V. (“Servicios <strong>Minera</strong> Real de Angeles”); and<br />

(viii) 99.99% of capital stock of Maria<br />

4. On October 26, 2010, the Board of Directors and Stockholders of Inmuebles Cantabria, S. A. de C. V. (“Inmuebles Cantabria”) approved the<br />

split of such entity, without ceasing its existence, to create a new entity called <strong>Minera</strong> CRA, S. A. de C. V. (“<strong>Minera</strong> CRA”).<br />

5. As a result of the above split, Inmuebles Cantabria transferred to <strong>Minera</strong> CRA the ownership of its shares of <strong>Minera</strong> CX.<br />

6. On November 4, 2010 the board of Directors and stockholders of Grupo Carso approved, with the previous accomplishment of certain<br />

conditions, the split of Grupo Carso, without ceasing its existence, to create a new entity called <strong>Minera</strong> <strong>Frisco</strong>.<br />

7. As a result of the above split and once the conditions were accomplished, Grupo Carso transferred its shares of <strong>Minera</strong> CRA and <strong>Minera</strong><br />

CX to <strong>Minera</strong> <strong>Frisco</strong>. Such shares represent the total capital stock of <strong>Minera</strong> CRA and <strong>Minera</strong> CX.


8. The Company is a pure holding with indirect subsidiaries that are controlled by <strong>Minera</strong> CX. Such subsidiaries are engaged in the exploration<br />

and exploitation of mining lands for the production and sale of concentrates of lead-silver, zinc, copper, “dore” (gold and silver) and copper<br />

cathodes.<br />

9. The Company´s direct and indirect subsidiaries and its respective ownership as of December 31, 2011 and 2010 are:<br />

Ownership percentage<br />

Subsidiary 2011 2010 Activity<br />

<strong>Minera</strong> CRA, S. A de C.V. 99.99 99.99 Holding.<br />

<strong>Minera</strong> CX, S.A. de C.V. 99.57 99.57 Holding.<br />

<strong>Minera</strong> Tayahua, S.A. de C.V. 89.98 50.78 Production and sale of concentrates of<br />

lead – silver, zinc and copper.<br />

Compañía <strong>Minera</strong> Tayahua, S.A. de C.V. 89.98 50.78 Services.<br />

Compañía San Felipe, S.A. de C .V. 99.57 99.57 Rent of equipment and machinery.<br />

<strong>Minera</strong> San Francisco del Oro, S.A. de C.V. 99.57 99.57 Production and sale of concentrates of<br />

lead – silver, zinc and copper.<br />

<strong>Minera</strong> Real de Angeles, S.A. de C.V. 99.57 99.57 Production and sale of concentrates of<br />

lead – silver, zinc and “dore” (gold and silver).<br />

<strong>Minera</strong> Maria, S.A. de C.V. 99.57 99.57 Production and sale of copper cathodes.<br />

Construcciones y Servicios <strong>Frisco</strong>, S.A. de C.V. 99.57 99.57 Services.<br />

Compañía Internacional <strong>Minera</strong>, S.A. de C.V. 67.71 67.71 In exploration stage.<br />

Servicios <strong>Minera</strong> Real de Angeles, S.A. de C.V. 99.57 99.57 Personnel services.<br />

Compañía <strong>Minera</strong> San Francisco del Oro, S.A. de C.V. 99.57 – Services.<br />

Empresa <strong>Minera</strong> de San Francisco del Oro, S.A. de C.V. 99.57 – Services.<br />

d. Monetary unit of the financial statements - The financial statements and notes as of December 31, 2011 and 2010 and for the years then ended<br />

include balances and transactions denominated in Mexican pesos of different purchasing power.<br />

e. Consolidation of financial statements - The consolidated financial statements include the financial statements of <strong>Minera</strong> <strong>Frisco</strong> and those of<br />

its subsidiaries where it holds control, as of December 31, 2011 and 2010 and for the years then ended. The Balance Sheet and the Statement<br />

of Changes in Stockholders ‘Equity as of December 31, 2010 include consolidated balances which represent the balances of the Company and<br />

its subsidiaries as an integrated economic entity. As such, during its elaboration the balances and operations between the Company and its<br />

subsidiaries were eliminated. The Income Statement and the Statement of Cash Flows as of December 31, 2010 represent combined balances<br />

which correspond to the addition of the balances of the entities that were part of the mining sector of Grupo Carso. As such, the balances and<br />

transactions between related parties were eliminated.<br />

e. Comprehensive income (loss) - Represents changes in stockholders’ equity during the year, for concepts other than capital contributions,<br />

reductions and distributions, and is comprised of the net income (loss) of the year, plus other comprehensive income (loss) items of the same<br />

period, which are presented directly in stockholders’ equity without affecting the statements of income (loss). Other comprehensive income<br />

(loss) is represented by the loss of valuation of derivative financial instruments net of the respective deferred taxes.<br />

f. Classification of costs and expenses - Costs and expenses presented in the consolidated and combined statements of income were classified<br />

according to their function because this is the practice of the sector to which the Company belongs.<br />

g. Income from operations - Income from operations is the result of subtracting the exploration expenses, mining concessions rights and general<br />

expenses from net sales. While NIF B-3, Statement of Income, does not require inclusion of this line item in the consolidated Statements of<br />

Income, it has been included for a better understanding of the Company’s economic and financial performance.<br />

57


3. Summary of significant accounting policies<br />

The accompanying consolidated financial statements have been prepared in conformity with Mexican Financial Reporting Standards (MFRSs/NIFs),<br />

which require that management make certain estimates and use certain assumptions that affect the amounts reported in the financial statements and<br />

their related disclosures; however, actual results may differ from such estimates. The Company’s management, upon applying professional judgment,<br />

considers that estimates made and assumptions used were adequate under the circumstances. The significant accounting policies of the Company<br />

are as follows:<br />

a. Accounting changes<br />

Beginning January 1, 2011, the Company adopted the following new NIFs and Interpretations to the Financial Reporting Standards (INIFs):<br />

58<br />

NIF C-4, Inventories, eliminates the direct cost and last-in, first-out valuation methods. It establishes that any change in the purchase cost of<br />

inventories based on the lower of cost or market, be made only based on net realizable value. It also requires additional disclosures of inventory<br />

reduction and impairment losses. The effect of the change represented an increase in the value of inventories of $28,599 and a decrease in the<br />

retained earnings for the same amount. Such effect was recorded retroactively.<br />

NIF C-5, Prepaid Expenses, establishes that their basic feature is that they do not transfer to the Company the risks and rewards inherent in the<br />

goods and services to be acquired or received. It also requires that impairment be recognized when such payments lose their ability to generate<br />

such benefits and how they should be presented in the balance sheet, as current or long-term assets. The change represented an increase in the<br />

balance of prepaid expenses for $656,374, a decrease in inventory for $17,722 and a decrease in the property, plant and equipment for $638,652,<br />

as of December 31, 2010.<br />

Improvements to Mexican Financial Reporting Standards 2011. - The main improvements that generate accounting changes are as follows:<br />

NIF B-1, Accounting Changes and Correction of Errors, requires that, if an accounting change is made or an error is corrected, a retroactively<br />

adjusted balance sheet be presented as of the start of the earliest period for which financial information is compared to that of the current<br />

period.<br />

Improvements generating accounting changes in Bulletin C-10, Derivative Financial Instruments and Hedging Transactions (“C-10”)<br />

Hedging with options<br />

Due to their nature, options are used to hedge changes in the cash flows or fair value of a hedged item above or below its specific strike price,<br />

which means that the risk is located on one side, due to upward or downward changes, as applicable. It is clarified that the effective portion<br />

of these hedges, subject to recognition in comprehensive income (loss), is represented only by the intrinsic value of the option, maintaining<br />

the criterion to recognize in current earnings any fluctuation in valuation of the excluded portion of the hedging instrument at the time<br />

effectiveness is measured (time value of money or extrinsic value). Under this criterion, the practice of recording fluctuations in overall<br />

valuation in other comprehensive income (loss) (change with retroactive application) is unjustified.<br />

Forecasted intragroup transactions<br />

There is a limitation to hedging among entities belonging to the same group, since these transactions are eliminated in the consolidation<br />

of their financial statements. Hedge accounting may be applied in the separate financial statements of the entity hedging the risk. As an<br />

exception, in consolidated financial statements, the hedging of a transaction is allowed if it is carried out between related parties with<br />

different functional currencies and if the exchange rate risk has an impact on the consolidated financial statements.<br />

Hedging the fair value of a portfolio portion<br />

Bulletin C-10 states that for fair value hedges (where both the derivative and the hedged item are valued), the effect of valuing the primary<br />

position attributable to the hedged risk should be adjusted to the book value of such position.<br />

It also states that if a portfolio of financial assets or liabilities is partially hedged, the effect of the valuation of the hedged interest rate<br />

risk should be presented in an auxiliary account of the primary position as a separate line item, making the effects of partial hedging more<br />

transparent.<br />

Margin accounts<br />

Improvements require that margin accounts be presented as a line item separate from that of derivative financial instruments in order to not<br />

affect the fair value included in the balance sheet. Previously, margin accounts were presented under derivative financial instruments.


Inability to establish a hedging relationship for a portion of the life of the hedging instrument<br />

A portion of the overall amount of a hedging instrument may be designated in a hedging relationship. However, a hedging relationship may<br />

not be designated only for a portion of the period in which the instrument intended to be used as hedge is in effect.<br />

Improvements not generating accounting changes in Bulletins C-2, Financial Instruments and C-10, Derivative Financial Instruments and<br />

Hedging Transactions<br />

Bulletin C-2, Financial Instruments, eliminates net presentation of effects of derivatives and their hedged items.<br />

Bulletin C-10, Derivative Financial Instruments and Hedging Transactions, explains that when only a portion of a position subject to risk is<br />

hedged, any effects of unhedged risks of the primary position should be recognized in accordance with the valuation method related to such<br />

primary position.<br />

b. Reclassifications - Certain amounts in the financial statements as of and for the year ended December 31, 2010 have been reclassified to conform<br />

to the presentation of the 2011 financial statements.<br />

c. Recognition of the effects of inflation - Since the cumulative inflation for the three fiscal years prior to those ended December 31, 2011 and<br />

2010 was 15.19% and 14.48%, respectively, the economic environment may be considered non-inflationary in both years and, consequently, no<br />

inflationary effects are recognized in the accompanying consolidated financial statements. Inflation rates for the years ended December 31, 2011<br />

and 2010 were 3.82% and 4.40%, respectively.<br />

Beginning on January 1, 2008, the Company discontinued recognition of the effects of inflation in its financial statements. However, non-monetary<br />

assets and liabilities and stockholders’ equity include the restatement effects recognized through December 31, 2007.<br />

d. Cash and cash equivalents - Consist mainly of bank deposits in checking accounts and short-term investments, highly liquid and easily convertible<br />

into cash, maturing within three months as of their acquisition date, which are subject to immaterial value change risks. Cash is stated at nominal<br />

value and cash equivalents are valued at fair value; any fluctuations in value are recognized in comprehensive financing (cost) income of the<br />

period. Cash equivalents are represented mainly by investment funds and money market funds<br />

e. Restricted cash - Represents deposits in bank accounts which availability is restricted in conformity with the terms of some derivative financial<br />

instruments agreements.<br />

f. Investments in securities - According to its intent, from the date of acquisition the Company classifies investments in debt and equity securities in<br />

one of the following categories: (1) trading, when the Company intends to trade debt and equity instruments in the short-term, prior to maturity,<br />

if any, and are stated at fair value. Any value fluctuations are recognized within current earnings. (2) held-to-maturity, when they represent debt<br />

instruments and the Company intends to, and is financially capable of, holding such investments until maturity. These investments are recognized<br />

and maintained at amortized cost; and (3) available-for-sale. These investments include those that are classified neither as trading nor held-tomaturity.<br />

These investments are stated at fair value; any unrealized gains or losses, net of income taxes and statutory employee profit sharing,<br />

are recorded as a component of comprehensive income (loss) within stockholders’ equity, and reclassified to current earnings upon their sale. Fair<br />

value is determined using prices quoted on recognized markets. If such securities are not traded, fair value is determined by applying recognized<br />

technical valuation models.<br />

Investments in securities classified as held-to-maturity and available-for-sale are subject to impairment tests. If there is evidence that the reduction<br />

in fair value is other than temporary, impairment is recognized in current earnings.<br />

g. Derivative financial instruments - The derivative financial instruments with speculation purposes or hedge against metal price fluctuations<br />

purposes are recognized as assets or liabilities in the balance sheet at fair value, regardless of the purpose for which they are held. Fair value is<br />

determined based on recognized market prices and when not traded on a market, it is determined based on valuation techniques accepted in the<br />

financial sector.<br />

Trading in derivative instruments is carried out only with institutions of recognized financial strength and limits for each institution have been<br />

established. The Company’s policy is not to carry out transactions with derivative financial instruments for the purpose of speculation.<br />

When derivatives are entered into to hedge risks, and such derivatives meet all hedging requirements, their designation is documented at the<br />

beginning of the hedging transaction, describing the transaction’s objective, characteristics, accounting treatment and how the effectiveness of<br />

the instrument will be measured.<br />

Changes in the fair value of derivative instruments designated as hedges are recognized as follows: (1) for fair value hedges, changes in both the<br />

derivative instrument and the hedged item are stated at fair value and recognized in current earnings; (2) for cash flow hedges, changes in the<br />

effective portion are temporarily recognized as a component of other comprehensive income (loss) in stockholders’ equity and then reclassified<br />

to current earnings when affected by the hedged item. The ineffective portion of the change in fair value is immediately recognized in current<br />

earnings; (3) for hedges of an investment in a foreign subsidiary, the effective portion is recognized as a component of other comprehensive<br />

income (loss) as part of the cumulative translation adjustment. The ineffective portion of the gain or loss on the hedging instrument is recognized<br />

in current earnings, if it is a derivative financial instrument. Otherwise, it is recognized as a component of other comprehensive income (loss) until<br />

the investment is sold or transferred.<br />

The Company discontinues hedge accounting when the derivative instrument matures, is sold, cancelled or exercised; when the derivative<br />

instrument does not reach a high percentage of effectiveness to compensate for changes in fair value or cash flows of the hedged item, or when<br />

the Company decides to cancel its designation as a hedge.<br />

59


60<br />

For cash flow hedges, upon discontinuing hedge accounting, the amounts recorded in stockholders’ equity as a component of other comprehensive<br />

income (loss) remain there until the time when the effects of the forecasted transaction or firm commitment affect current earnings. If it is not<br />

likely that the firm commitment or forecasted transaction will occur, the gains or losses accumulated in other comprehensive income (loss) are<br />

immediately recognized in current earnings. When the hedge of a forecasted transaction has proven satisfactory, but subsequently the hedge<br />

fails the effectiveness test, the cumulative effects recorded within other comprehensive income (loss) in stockholders’ equity are proportionately<br />

recorded in current earnings, to the extent that the forecasted asset or liability affects current earnings.<br />

While certain derivative financial instruments are contracted for hedging from an economic point of view, they are not designated as hedges<br />

because they do not meet all of the requirements and are instead classified as held-for-trading for accounting purposes. Changes in fair value are<br />

recognized as a component of other comprehensive income (loss).<br />

h. Inventories - Inventories are stated at the lower of cost or realizable value, using the first-in, first-out method.<br />

i. Property, plant and equipment - Are recorded at acquisition cost. Balances from acquisitions made through December 31, 2007 were restated for<br />

the effects of inflation by applying factors derived from the National Consumer Price Index (NCPI) through that date. Depreciation is calculated<br />

using the straight-line method based on the remaining useful lives of the related assets, as follows:<br />

Machinery and equipment<br />

%<br />

4 to 20<br />

Buildings 4 and 10<br />

Computers 33<br />

Vehicles 20<br />

Office furniture and equipment 10<br />

Major maintenance that increases the remaining useful lives are amortized during the remaining useful life of the respective asset. The regular<br />

maintaining expenses are recorded within the results of the period.<br />

Comprehensive financing cost incurred during the period of construction and installation of qualifying property, plant and equipment was capitalized.<br />

j. Impairment of long-lived assets in use - The Company reviews the carrying amounts of long-lived assets in use when an impairment indicator<br />

suggests that such amounts might not be recoverable, considering the greater of the present value of future net cash flows or the net sales price<br />

upon disposal. Impairment is recorded when the carrying amounts exceed the greater of the aforementioned amounts. Impairment indicators<br />

considered for these purposes are, among others, operating losses or negative cash flows in the period if they are combined with a history or<br />

projection of losses, depreciation and amortization charged to results, which in percentage terms in relation to revenues are substantially higher<br />

than that of previous years, obsolescence, reduction in the demand for the products manufactured, competition and other legal and economic<br />

factors. The company recognized impairment in the value of long-lived assets for $37,727 and $3,870 in 2011 and 2010, respectively.<br />

k. Financial risk management policy - The activities carried out by the Company expose it to a number of financial risks, including market risk (which<br />

encompasses foreign exchange, interest rate and price risks – such as investment in share certificates and commodity prices futures), credit risk<br />

and liquidity risks. The Company seeks to minimize the potential negative effects of these risks on its financial performance through an overall risk<br />

management program. The Company uses derivative and non-derivative financial instruments to hedge against some exposures to financial risks<br />

embedded in the balance sheet (recognized assets and liabilities) and off-balance sheet risks (firm commitments and highly probable forecasted<br />

transactions). Both, financial risk management and the use of derivative and non-derivative financial instruments are ruled by Company policies<br />

approved by the Board of Directors and are carried out by the Company’s treasury. The Company identifies, assesses and hedges financial risks in<br />

collaboration with its subsidiaries. The Board of Directors has approved written policies of a general nature with respect to the management of<br />

financial risks, as well as policies and limits associated to other specific risks; guidelines for permissible losses, when the use of certain derivative<br />

financial instruments is approved, or when such instruments can be designated as hedges, or when they do not qualify for hedge accounting, but<br />

rather for trading.<br />

l. Other assets - Intangibles and deferred costs are recognized in the balance sheet when they can be identified, provide future economic benefits<br />

and the Company can control such benefits. Intangibles and deferred costs are systematically amortized based on the best estimate of their useful<br />

life which is determined in accordance to the expectation of future economic benefits. The value of these assets is subject of an annual impairment<br />

evaluation.<br />

Other assets include: i) Investments in mining concessions, which are amortized using the straight-line method on the remaining useful lives which<br />

are determined based on the mine useful life, ii) costs incurred in mountaintop removal and costs incurred in preparation of leaching layers. Such<br />

costs provide future long-term economic benefits and are amortized using the straight-line method over their estimated useful lives. The value of<br />

other assets is subject to impairment tests.<br />

m. Provisions - Provisions are recognized for current obligations that arise from a past event, that will probably result in the use of economic<br />

resources, and that can be reasonably estimated.<br />

n. Direct employee benefits - Direct employee benefits are calculated based on the services rendered by employees, considering their most recent<br />

salaries. The liability is recognized as it accrues. These benefits include mainly statutory employee profit sharing payable, compensated absences,<br />

such as vacation and vacation premiums, and incentives.<br />

o. Employee benefits from termination, retirement and other - Liabilities from seniority premiums, pension plans and severance payments are<br />

recognized as they accrue and are calculated by independent actuaries based on the projected unit credit method using nominal interest rates.


p. Provisions of environment remediation - The Company policy is to develop environment control plans and projects to accomplish with regulations<br />

about remediation of environment at the end of the exploitation of mining concessions.<br />

Costs incurred during the period to remediate the environment are applied against the related provision. Current obligations of such provision<br />

are debited to the period expenses. If such obligations correspond to the retirement of property, plant and equipment are amortized based on the<br />

useful lives of such assets.<br />

During 2010, the Company incurred in remediation costs for $2,094 that were applied against the provision for the remediation of environment.<br />

In 2011 the Company did not incurred in any costs related to remediation.<br />

q. Statutory employee profit sharing (PTU) - PTU is recorded in the results of the year in which it is incurred and presented under other income and<br />

expenses in the accompanying consolidated statements of income. Deferred PTU is derived from temporary differences that result from comparing<br />

the accounting and tax bases of assets and liabilities and is recognized only when it can be reasonably assumed that a liability may be settled or<br />

a benefit is generated, and there is no indication that circumstances will change in such a way that the liabilities will not be paid or benefits will<br />

not be realized.<br />

r. Income taxes - Income tax (“ISR”) and the Business Flat Tax (“IETU”) are recorded in the results of the year they are incurred. To recognize<br />

deferred income taxes, based on its financial projections, the Company determines whether it expects to incur ISR or IETU and, accordingly,<br />

recognizes deferred taxes based on the tax it expects to pay. Deferred taxes are calculated by applying the corresponding tax rate to temporary<br />

differences resulting from comparing the accounting and tax bases of assets and liabilities and including, if any, future benefits from tax loss carry<br />

forwards and certain tax credit. Deferred tax assets are recorded only when there is a high probability of recovery.<br />

s. Foreign currency transactions - Foreign currency transactions are recorded at the applicable exchange rate in effect at the transaction date.<br />

Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the applicable exchange rate in effect at<br />

the balance sheet date. Exchange fluctuations are recorded as a component of net comprehensive financing cost (income) in the consolidated<br />

statements of income (loss).<br />

t. Revenue recognition - Revenues for sales of concentrates of lead, silver, zinc, copper, molybdenum and cathodes of copper are recognized in the<br />

period in which the risks and rewards of ownership of the inventories are transferred to customers, which generally coincides when the inventories<br />

are delivered or shipped to customers and the customer assumes responsibility for them.<br />

u. Projects exploration expenses - Such expenses are recognized in the results of the period in which they are incurred.<br />

v. Earnings per share - Basic earnings per common share are calculated by dividing consolidated net income of controlling interest by the weighted<br />

average number of common shares outstanding during the year.<br />

4. Cash and cash equivalents<br />

2011 2010<br />

Cash and bank deposits $ 17,503 $ 1,730,770<br />

Cash equivalents 2,716,680 1,597,652<br />

Investments in Grupo Condumex, S.A. de C.V., related party – 56,738<br />

Restricted cash 2,127,173 2,954,871<br />

$ 4,861,356 $ 6,340,031<br />

5. Accounts receivable<br />

2011 2010<br />

Trade $ 747,294 $ 687,049<br />

Recoverable taxes, mainly Value-added Tax 799,885 660,018<br />

Sundry debtors 98,682 30,576<br />

$ 1,645,861 $ 1,377,643<br />

6. Inventories<br />

2011 2010<br />

Materials, supplies and spare parts $ 1,076,812 $ 796,680<br />

Concentrates and “dore” 102,307 25,502<br />

1,179,119 822,182<br />

Allowance for slow movement inventory (17,538) (17,330)<br />

1,161,581 804,852<br />

Inventory in transit – 473,390<br />

$ 1,161,581 $ 1,278,242<br />

61


7. Property, plant and equipment<br />

62<br />

Balances as of<br />

December 31, 2010 Additions Reclassifications<br />

Investment:<br />

Land $ 139,122 $ – $ –<br />

Buildings 1,714,304 – –<br />

Machinery and equipment 6,086,793 – –<br />

Office furniture and equipment 29,758 – –<br />

Vehicles 96,494 – –<br />

Computers 39,229 – –<br />

Spare parts – – 22,868<br />

Projects in process 1,899,124 7,984,478 (180,248)<br />

Site restoration 175,921 – –<br />

Total investment 10,180,745 7,984,478 (157,380)<br />

Depreciation:<br />

Buildings (1,105,984) (63,145) –<br />

Machinery and equipment (3,853,047) (306,199) –<br />

Office furniture and equipment (22,123) (2,221) –<br />

Vehicles (52,673) (10,652) –<br />

Computers (31,278) (1,252) –<br />

Site restoration (36,412) (7,881) –<br />

Total accumulated depreciation (5,101,517) (391,350) –<br />

Net investment $ 5,079,228 $ 7,593,128 $ (157,380)<br />

Balances as of<br />

January 1, 2010 Additions Reclassifications<br />

Investment:<br />

Land $ 126,295 $ $<br />

Buildings 1,663,593 – –<br />

Machinery and equipment 5,521,736 – –<br />

Office furniture and equipment 27,632 – –<br />

Vehicles 75,983 – –<br />

Computers 35,893 – –<br />

Spare parts 406,727 2,971,967 (638,652)<br />

Projects in process 60,607 115,314 –<br />

Site restoration 7,918,466 3,087,281 (638,652)<br />

Total investment<br />

Depreciation:<br />

Buildings (1,068,217) (37,376) –<br />

Machinery and equipment (3,718,089) (249,409) –<br />

Office furniture and equipment (21,432) (706) –<br />

Vehicles (46,931) (7,291) –<br />

Computers (27,695) (3,118) –<br />

Site restoration (28,531) (7,881) –<br />

Total accumulated depreciation (4,910,895) (305,781) –<br />

Net investment $ 3,007,571 $ 2,781,500 $ (638,652)


Effect of<br />

adjustment in Balances as of<br />

Transfers Disposals Impairment effect useful-lives December 31, 2011<br />

$ 2,647 $ $ – $ – $ 141,769<br />

162,818 – – – 1,877,122<br />

1,554,238 (61,659) – – 7,579,372<br />

2,767 – – – 32,525<br />

35,299 (1,979) – – 129,814<br />

4,009 (24) – – 43,214<br />

– – – – 22,868<br />

(1,761,778) – – – 7,941,576<br />

– (6,923) – – 168,998<br />

– (70,585) – – 17,937,258<br />

– – (861) 3,014 (1,166,976)<br />

– 16,994 (36,828) 12,075 (4,167,005)<br />

– – – 1,264 (23,080)<br />

– 634 (38) (2,517) (65,246)<br />

– 24 – (1,990) (34,496)<br />

– – – – (44,293)<br />

– 17,652 (37,727) 11,846 (5,501,096)<br />

$ – $ (52,933) $ (37,727) $ 11,846 $ 12,436,162<br />

Effect of<br />

adjustment in Balances as of<br />

Transfers Disposals Impairment effect useful-lives December 31, 2010<br />

$ 29,145 $ (16,318) $ $ $ 139,122<br />

91,236 (40,525) – – 1,714,304<br />

690,567 (125,510) – – 6,086,793<br />

2,142 (16) – – 29,758<br />

24,492 (3,981) – – 96,494<br />

3,336 – – – 39,229<br />

(840,918) – – – 1,899,124<br />

– – – – 175,921<br />

– (186,350) – – 10,180,745<br />

– 1,515 (1,906) – (1,105,984)<br />

– 115,937 (1,486) – (3,853,047)<br />

– 15 – – (22,123)<br />

– 1,560 (11) – (52,673)<br />

– – (465) – (31,278)<br />

– – – – (36,412)<br />

– 119,027 (3,868) – (5,101,517)<br />

$ $ (67,323) $ (3,868) $ $ 5,079,228<br />

63


8. Other assets<br />

64<br />

2011 2010<br />

Derivative financial instruments $ 1,262,931 $ 1,528,622<br />

Mining concession, Net 331,866 309,331<br />

Deferred costs, Net 363,725 261,579<br />

$ 1,958,522 $ 2,099,532<br />

9. Derivative financial instruments<br />

The objectives of entered into derivative financial instruments agreements are: (i) To reduce exposure to the risk metal prices fluctuations or (ii)<br />

expectation of a good economic performance due to the behavior of the underlying asset. The decision of enter into a financial instrument agreement<br />

depends on the market conditions, the expectation of such financial instrument to a given date and the international and national economic context<br />

of the economic indicators that have influence in the Company´s activities. Company´s operations with derivative financial instruments are held<br />

mainly with hedging purposes.<br />

As of December 31, 2011 the Company has the following derivative financial instruments operations<br />

Notional<br />

Fair value as of December 31,<br />

2011<br />

Amount Maturity Asset Comprehensive<br />

(Income)<br />

loss in<br />

Instrument Type (´000) Unit date (liability) (income) loss liquidation<br />

Forward dollar Negotiation Purchase 60,000 Dollars During 2011 $ – $ – $ 5,409<br />

Forward dollar Negotiation Sale 2,191,000 Dollars During 2011 – – 1,060,808<br />

Forward dollar<br />

Total as of<br />

Negotiation Sale 1,315,500 Dollars February 2012 (221,570) 221,570 –<br />

December 31, 2011 $ (221,570) $ 221,570 $ 1,066,217<br />

Open and closed operations with forwards and swaps of metal prices with hedging purposes, as of December 31, 2011 are:<br />

Valuation at December 31,<br />

(Income)<br />

loss in<br />

Notional 2011<br />

Comprehensive<br />

liquidation<br />

Asset (income)<br />

Instrument Amount Unit Maturity date (Liability) loss Sales<br />

Silver forwards (1) 10,840 Thousands of ounces July and December 2013 $ 146,468 $ 519,547 $ –<br />

Silver collars (put) (call) 56,080 Thousands of ounces January 2012 to<br />

December 2013 1,374,398 (859,389) –<br />

Silver forwards 21,520 Thousands of ounces During 2011 – – 424,023<br />

Gold forwards and swaps (1) 652 Thousands of ounces January 2012 to<br />

December 2013 (1,327,220) 2,952,835 –<br />

Gold collars (put) (call) 756 Thousands of ounces January 2011 to<br />

December 2014 (606,100) 424,271 –<br />

Gold forwards and swaps 299 Thousands of ounces During 2011 – – 1,062,911<br />

Copper forwards and swaps 49,306 Tons During 2011 – – 251,850<br />

Copper forwards and swaps Tons Anticipated maturity (14,387) – –<br />

Lead swaps 57,700 Tons During 2011 – – 29,019<br />

Lead forwards and swaps Tons Anticipated maturity (38,398) – –<br />

Zinc swaps 180,100 Tons During 2011 – – (27,227)<br />

Zinc swaps 81,504 Tons Anticipated maturity 21,013 – –<br />

Total as of December 31, 2011 $ (444,226) $ 3,037,264 $ 1,740,576<br />

(1) Rolling Hedge Strategy<br />

As of December 31, 2011, the fair value of the silver forwards for $(400,330) is presented, within the Balance Sheet, net of the cash and cash<br />

equivalents balance, due to there were margin calls to guarantee the instruments.<br />

As of December 31, 2011, the fair value of the gold forwards and swaps for $(1,458,843) is presented, within the Balance Sheet, net of the cash and<br />

cash equivalents balance, due to there were margin calls to guarantee the instruments.<br />

As of December 31, 2011, there were anticipated liquidations resulting in an ineffectiveness effect which generated a loss of $2,332,968 presented<br />

in the comprehensive financing cost.


Open and closed operations with forwards and swaps of metal prices with hedging purposes, as of December 31, 2010 are:<br />

(Income)<br />

Valuation at December 31, loss in<br />

Notional 2010 liquidation<br />

Comprehensive<br />

Asset (income)<br />

Instrument Amount Unit Maturity date (Liability) loss Sales<br />

Silver forwards 24,841 Thousands of ounces January 2011 to<br />

December 2013 $ – $ 2,515,185 $ –<br />

Silver collars (put) 45,280 Thousands of ounces April 2011 to<br />

December 2013 1,026,619 (647,397) –<br />

Silver collars (call) 45,280 Thousands of ounces April 2011 to<br />

December 2013 (1,852,424) 1,163,306 –<br />

Silver forwards (1) 4,705 Thousands of ounces During 2010 – 334,550 214,286<br />

Gold forwards and swaps 915 Thousands of ounces January 2011 to<br />

December 2013 (1,004,386) 2,015,355 –<br />

Gold collars (put) 480 Thousands of ounces January 2011 to<br />

December 2013 538,329 (381,067) –<br />

Gold collars (call) 480 Thousands of ounces January 2011 to<br />

December 2013 (710,514) 502,648 –<br />

Gold forwards and swaps (1) 144 Thousands of ounces During 2010 – 598,027 243,123<br />

Copper forwards and swaps (1) 41,815 Tons January 2011 to<br />

December 2012 (558,976) 692,335 –<br />

Copper forwards and swaps 16,424 Tons During 2010 – – 92,888<br />

Lead swaps 38,262 Tons January 2011 to<br />

December 2012 (100,236) 63,500 –<br />

Lead swaps 19,520 Tons During 2010 – – (38,984)<br />

Zinc swaps 136,448 Tons January 2011 to<br />

December 2012 (37,312) 53,859 –<br />

Zinc swaps 81,504 Tons During 2010 – – (67,326)<br />

Total as of December, 31 2010 $ (2,698,900) $ 6,910,301 $ 443,987<br />

(1) Rolling Hedge Strategy<br />

As of December 31, 2010 the fair value of the silver forwards for $(3,836,953) is presented, within the Balance Sheet, net of the cash and cash<br />

equivalents balance, due to there were margin calls to guarantee the instruments.<br />

As of December 31, 2010 the fair value of the gold and copper forwards and swaps for $(1,863,136) and $(588,984), respectively is presented, within<br />

the Balance Sheet, net of the cash and cash equivalents balance, due to there were margin calls to guarantee the instruments.<br />

As of December 31, 2010, the evaluation of collars transactions do not resulted in ineffectiveness. In the rest of the transactions the ineffectiveness<br />

effect was a loss of $185,703 presented within the comprehensive financing cost.<br />

Open and closed operations with forwards of metal prices available for sale, as of December 31, 2010 are:<br />

Valuation at<br />

(Income)<br />

loss in<br />

December 31, 2010 liquidation<br />

Comprehensive Comprehensive<br />

Assets financing financing<br />

(Liabilities) cost cost<br />

Gold forwards 23 Thousands of ounces During 2010 $ – $ $ 51,327<br />

Copper forwards 3,742 Tons During 2010 – – (6,257)<br />

Total as of December 31, 2010 $ – $ – $ 45,070<br />

65


10. Employee benefits<br />

a. The company has plans to make payments for retirement and dead or disability to the employees not enrolled in the union. This plan also provides<br />

seniority premium benefits to all employees, which consist of a lump sum payment of 12 days’ wage for each year worked, calculated using the<br />

most recent salary, not to exceed twice the minimum wage established by law. The related liability and annual cost of such benefits are calculated<br />

by an independent actuary on the basis of formulas defined in the plans using the projected unit credit method.<br />

b. Present value of these obligations are:<br />

2011 2010<br />

Defined benefit obligation (unfunded) $ (19,153) $ (16,701)<br />

Actuarial gains and losses 1,284 1,491<br />

Net projected liability $ (17,869) $ (15,210)<br />

c. Nominal rates used in actuarial calculations are as follows:<br />

2011 2010<br />

% %<br />

Discount of the projected benefit obligation at present value 7.00 7.00<br />

Salary increase to employees not enrolled in the union 5.57 5.57<br />

Salary increase to employees enrolled in the union 5.05 5.05<br />

d. Net cost for the period includes the following items:<br />

2011 2010<br />

Service cost $ 2,982 $ 3,378<br />

Financing cost 1,077 1,461<br />

Amortization of transition liability 39 2,070<br />

Prior service costs 449 1,359<br />

Net actuarial gains<br />

Effect of anticipated reduction of obligations<br />

(1,286) (7,340)<br />

other than a restructuring or discontinued operation) – (443)<br />

Net cost for the period $ 3,261 $ 485<br />

e. Under Mexican legislation, the Company must make payments equivalent to 2% of its workers’ daily integrated salary (ceiling) to a defined<br />

contribution plan that is part of the retirement savings system. The expense in 2011 was $10,293 and $6,663 in 2010.<br />

11. Provision for environment remediation<br />

Beginning<br />

2011<br />

Provision Ending<br />

balance Additions used Reversals balance<br />

Provision $ 207,969 $ 24,604 $ – $ (17,501) $ 215,072<br />

Beginning<br />

2010<br />

Provision Ending<br />

balance Additions used Reversals balance<br />

Provision $ 151,562 $ 60,013 $ (2,094) $ (1,512) $ 207,969<br />

The Company policy is to develop environment control plans and projects to accomplish with regulations about remediation of environment at the<br />

end of the exploitation of mining concessions.<br />

12. Stockholders´ equity<br />

a. Common stock at par value (historical pesos) as of December 31, is as follows:<br />

Number of shares Amount<br />

2011 2010 2011 2010<br />

Fixed capital<br />

Series A 2,545,382 2,302,750 $ 74,362 $ 67,274<br />

Common stock consists of nominative shares Series A -1 with no-par value.<br />

66


. As mentioned in Note 2, as of December 31, 2010 Grupo Carso split and <strong>Minera</strong> <strong>Frisco</strong> was created. The following equity was transferred as result<br />

of such split:<br />

Concept Amount<br />

Capital stock $ 67,274<br />

Retained earnings 6,821,752<br />

Loss of valuation of derivative financial instruments (6,498,987)<br />

Controlling interest $ 390,039<br />

c. Pursuant to a resolution of the general extraordinary stockholders’ meeting on April 29, 2011, fixed common stock was increased by $7,304<br />

through the emission of 250 million of series A-1 shares of which 242,632,864 shares were subscribed and paid with a price of $47 pesos each<br />

share. The amount of $0.0292145041 pesos for each share which represents a total of $7,088 was recorded as capital stock and the remaining<br />

$11,396,656, was recorded as additional paid-in capital.<br />

d. Pursuant to a resolution of the general ordinary stockholders’ meeting on April 29, 2011, the Company acquired 39.2% of the shares of Tayahua<br />

on May 27, 2011. As such, the Company increased its controlling interest in $5,627,921 which represents the 89.98% of the equity of Tayahua.<br />

e. Pursuant to a resolution of the general ordinary stockholders’ meeting of Tayahua on April 6, 2011, payment of dividends in cash, for $150,000<br />

was approved against the Net Tax Income Account (CUFIN), equivalent to $290.5918 pesos per share. The dividend portion that corresponds to<br />

the noncontrolling interest is $73,500.<br />

f. Controlling interest of equity as of January 1, 2010 corresponds to the addition of the equity of all the indirect subsidiaries of the mining sector<br />

of Grupo Carso at such date.<br />

g. As of December 31, 2010, Maria split without ceasing its existence and a new entity called Inmuebles Riama was created. Maria transferred part<br />

of its assets and equity and as a consequence the variable part of the capital stock decreased in $43,004 at nominal value ($81,041 with inflation<br />

effect). No shares were canceled in this transaction.<br />

h. Pursuant to a resolution of the general ordinary stockholders’ meeting on December 27, 2010, variable common stock of San Francisco del Oro<br />

was increased by $500,000 through the emission of 46,969,838 Series “A” shares and 1,957,075 Series “B” shares. All of them are ordinary shares<br />

without par value and paid with a subscription price of $10.219325 each share.<br />

i. Pursuant to a resolution of the general ordinary stockholders’ meeting on December 27, 2010, variable common stock of Real de Angeles was<br />

increased by $2,000,000 through the emission of 40,105,659 Series “A” shares and 38,532,889 Series “B” shares. All of them are ordinary shares<br />

without par value and paid with a subscription price of $25.4328196 each share.<br />

j. Pursuant to a resolution of the general ordinary stockholders’ meeting of Tayahua on June 4, 2010, payment of dividends in cash, for $150,000<br />

was approved against the Net Tax Income Account (CUFIN), equivalent to $290.5918 pesos per share. Additionally, variable common stock was<br />

increased by $1 through the emission of 1000 shares. All of them are ordinary shares without par value and paid with a subscription price of $1<br />

peso each share. Additionally, a subscription premium for 30 million dollars was paid to Grupo Condumex which represents $385,875 Mexican<br />

pesos.<br />

k. Retained earnings include the statutory legal reserve. The General Corporate Law requires that at least 5% of net income of the year be transferred<br />

to the legal reserve until the reserve equals 20% of capital stock at par value (historical pesos). The legal reserve may be capitalized but may not<br />

be distributed unless the entity is dissolved. The legal reserve must be replenished if it is reduced for any reason.<br />

l. Stockholders’ equity, except for restated paid-in capital and tax retained earnings will be subject to ISR payable by the Company at the rate in<br />

effect upon distribution. Any tax paid on such distribution may be credited against annual and estimated ISR of the year in which the tax on<br />

dividends is paid and the following two fiscal years.<br />

m. The balances of the stockholders’ equity tax accounts as of December 31; 2011, are:<br />

Contributed capital account $ 11,851,600<br />

Net tax income account (CUFIN) 347,584<br />

Total $ 12,199,184<br />

13. Foreign currency balances and transactions<br />

a. As of December 31, the foreign currency monetary position is as follows:<br />

2011 2010<br />

Thousands of U. S. dollars:<br />

Monetary assets 307,697 499,536<br />

Current monetary liabilities (30,223) (76,142)<br />

Noncurrent monetary liabilities – (366,857)<br />

Net monetary asset position 277,474 56,537<br />

Equivalent in Mexican pesos $ 3,878,725 $ 698,633<br />

67


. Transactions denominated in foreign currency were as follows:<br />

68<br />

(Thousands of U. S. dollars)<br />

2011 2010<br />

Export sales 116,462 182,434<br />

Domestic sales 572,477 382,335<br />

Import purchases 249,800 105,060<br />

Loss in financial instruments 214,200 563<br />

Other expenses – 689<br />

Net financing expenses 467 3,630<br />

Concentrates, copper cathodes and “dore” produced by the Company are sold in U. S. dollars based on metal prices in international markets.<br />

c. Mexican peso exchange rates in effect at the dates of the consolidated balance sheets and at the date of issuance of these financial statements<br />

were as follows:<br />

December 31, March 6,<br />

2011 2010 2012<br />

U. S. dollar 13.9787 $ 12.3571 $ 12.7723<br />

14. Transactions and balances with related parties<br />

a. Transactions with related parties, carried out in the ordinary course of business were as follows:<br />

2011 2010<br />

Income:<br />

Sales $ 1,258,133 $ 846,575<br />

Services<br />

Expenses:<br />

11,582 10,017<br />

Operating services (1) 1,418,409 157,876<br />

Exploration services 136,703 94,297<br />

Administrative services 128,616 177,813<br />

Insurance 89,635 54,358<br />

Other income – Net 21,590 4,044<br />

Interest expense – Net 360,937 349,440<br />

Purchases for investment projects (2) 4,027,815 1,619,846<br />

(1) Correspond, mainly, to the rent of machinery, spare parts, tools, equipment and shipping expenses.<br />

(2) Correspond, mainly, to machinery and equipment, spare parts, commissions and shipping expenses.<br />

b. Balances with related parties are as follows:<br />

2011 2010<br />

Due from related parties:<br />

Cobre de México, S.A. de C.V. $ 513,095 $ 193,636<br />

Condumex, Inc. 94,789 –<br />

Servicios Condumex, S.A. de C.V. 3,140 72,332<br />

Other 980 90<br />

$ 612,004 $ 266,058<br />

Due to related parties:<br />

Grupo Condumex, S.A. de C.V. $ – $ 112,097<br />

Logtec, S.A. de C.V. 16,046 2,198<br />

Conductores Mexicanos Eléctricos y de Telecomunicaciones, S.A. de C.V. 4,208 2,056<br />

Sinergia Soluciones Integrales para la Construcción, S.A. de C.V. 91,758 17,025<br />

Carso Infraestructura y Construcción, S.A.B. de C.V. 2,544 –<br />

Condumex, Inc. – 401,090<br />

Selmec Equipos Industriales, S.A. de C.V. 2,294 5,850<br />

Operadora Cicsa, S.A. de C.V. 48,138 2,967<br />

Microm, S.A. de C.V. 3,056 1,543<br />

Other 2,346 1,087<br />

$ 170,390 $ 545,913<br />

Debt:<br />

Grupo Condumex, S.A. de C.V. (3) $ – $ 12,616,045<br />

Less – current portion – (116,715)<br />

$ – $ 12,499,330<br />

(3) As of December 31, 2010, the Company has short term revolving credits for $116,715 and long term credits for $11,943,260 and 45 million U. S. dollars which<br />

represent $556,070 Mexican pesos with an annual interest rate of 7%, 7.14% and 3%, respectively.


15. Marketable notes<br />

As of December 31, 2011, the Company issued marketable notes that were approved by the National Banking and Securities Commission (“CNBV”)<br />

on May, 31, 2011. Such issuance has the following characteristics:<br />

Amount: $ 8,350,000<br />

Total approved amount: $ 10,000,000<br />

Issuance date: December 15, 2011<br />

Maturity date: January 26, 2012<br />

Interest rate: 4.65%<br />

Discount interest: 4.62491057%<br />

Authorization´s validity date: May 30, 2013<br />

16. Other expenses<br />

a. Detail is as follows:<br />

2011 2010<br />

PTU $ 186,465 $ 187,289<br />

Maintenance of mines and not-in use equipment 1,777 7,751<br />

Sales of scrap and other materials (23,513) –<br />

Federal taxes actualization by inflation (9,993) –<br />

Other expenses (income), net 2,335 (883)<br />

$ 157,071 $ 194,157<br />

b. PTU is as follows:<br />

2011 2010<br />

Current $ 172,039 $ 138,833<br />

Deferred 14,426 48,456<br />

$ 186,465 $ 187,289<br />

c. The main items that give rise to a deferred PTU asset (liability) are:<br />

2011 2010<br />

Deferred PTU (liability) asset:<br />

Inventory – Net $ 840 $ 688<br />

Property, plant and equipment – Net (6,426) (9,911)<br />

Deferred expenses – Net (8,445) –<br />

Loss (income) of derivative financial instruments (91,415) 373,800<br />

Environment remediation and site restoration 5,950 4,962<br />

Unrealized exchange fluctuation (13,934) –<br />

Other, net 1,248 1,185<br />

$ (112,182) $ 370,724<br />

17. Income taxes<br />

The Company is subject to ISR and IETU.<br />

The ISR rate is 30% for 2010 to 2012; it will be 29% for 2013, and 28% for 2014.<br />

IETU - Revenues, as well as deductions and certain tax credits, are determined based on cash flows of each fiscal year. Beginning in 2010, the IETU<br />

rate is 17.5%. The Asset Tax (IMPAC) Law was repealed upon enactment of the IETU Law; however, under certain circumstances, IMPAC paid in the<br />

ten years prior to the year in which ISR is paid for the first time, may be recovered, according to the terms of the law.<br />

Income tax incurred will be the higher of ISR and IETU.<br />

Based on its financial projections and according to INIF 8, Effects of the Business Flat Tax, the Company determined that it will basically pay ISR.<br />

Therefore, it only recognizes deferred ISR.<br />

a. Income tax is as follows:<br />

2011 2010<br />

Current $ 198,385 $ 191,593<br />

Deferred (22,738) 539,846<br />

$ 175,647 $ 731,439<br />

69


. The reconciliation between the effective and legal tax rates is as follows:<br />

70<br />

2011 2010<br />

% %<br />

Legal tax rate: 30 30<br />

Plus (less) effect of permanent items:<br />

Inflation effect (6) (1)<br />

Nondeductible items effect (1) –<br />

Other item (2) 1<br />

Effective tax rate 21 30<br />

c. The main items that give rise to a deferred ISR asset (liability) are:<br />

2011 2010<br />

Deferred ISR asset (liability):<br />

Effect of tax loss carry forwards $ 774,260 $ 366,893<br />

Inventories (555) 1,383<br />

Property, plant and equipment - Net (754,666) (539,432)<br />

Deferred costs – Net (13,880) –<br />

Loss of derivative financial instruments 669,736 2,673,484<br />

PTU 51,508 42,231<br />

Environment remediation 26,607 20,578<br />

Other (1,696) 7,794<br />

Recoverable IMPAC 12,477 12,188<br />

Valuation allowance for deferred recoverable IMPAC paid (12,477) (12,188)<br />

Net deferred ISR asset $ 751,314 $ 2,572,931<br />

d. The benefits of restated tax loss carry forwards and recoverable IMPAC for which the deferred ISR asset and tax credit, respectively, have been<br />

recognized, can be recovered subject to certain conditions. Expiration dates and restated amounts as of December 31, 2011, are:<br />

Year of Tax loss Recoverable<br />

expiration carry forward IMPAC<br />

2012 $ – $ 3,463<br />

2013 323 2,477<br />

2014 523 5,445<br />

2015 133,513 4,356<br />

2016 3,094 7,740<br />

2017 4,698 18,109<br />

2018 413,954 –<br />

2019 1,322 –<br />

2020 495,069 –<br />

2021 1,542,363 –<br />

$ 2,594,859 $ 41,590<br />

e. As of December 31, 2011, the Company recovered $189,202 of tax loss carry forwards applied against the fiscal income of the year 2011.<br />

f. In calculating deferred ISR according to the above paragraphs, the effects of tax loss carry forwards and recoverable IMPAC paid of $4,198 and<br />

$20,864, respectively, were included; however, they have been fully reserved because there is not a high probability of recovering such amounts.<br />

18. Commitments<br />

The Company sells the concentrates, copper cathodes and “dore” to its clients based on sales agreements which are generally renewed on an annual<br />

basis. Such agreements established the conditions and references to the metal prices in international markets.


19. Effects of adopting International Financial Reporting Standards<br />

The National Banking and Securities Commission (CNBV) requires certain entities that disclose their financial information to the public through the<br />

Mexican Stock Exchange, that beginning in 2012, they must prepare and disclose their financial information according to International Financial<br />

Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB).<br />

The consolidated financial statements for the year ending December 31, 2012 to be issued by the Company will be its first annual financial statements<br />

that comply with IFRS. The transition date is January 1, 2011 and, therefore, the year ended December 31, 2011 will be the comparative period<br />

established by IFRS 1, s According to IFRS 1, the Company will apply the relevant mandatory exceptions and certain optional exemptions to the<br />

retroactive application of IFRS.<br />

The effect of significant changes in accounting policies that the Company has identified as result of the adoption of IFRS are:<br />

1.- Property, plant and equipment: The Company modified its policy to include the requirements of IAS 16 “Property, plant and equipment” related to<br />

the depreciation of components. Additionally, there is an option of valuate the fixed assets using the fair value or the historic cost. The Company<br />

adopted the valuation using historic cost.<br />

2.- Investment in subsidiaries, associates and other: There is an option to valuate the investments using the cost method or the fair value method. The<br />

Company adopted the cost method to valuate the investments.<br />

3.- Intangible assets: There is an option to valuate the intangible assets using the cost method or the fair value method. The Company adopted the<br />

cost method to valuate the intangible assets.<br />

4.- Functional currency: The functional currency of the Company was not modified as result of the adoption of IFRS. However, the functional currency<br />

of some subsidiaries was modified due to IAS 21 “The Effects of Changes in Foreign Exchange Rates” emphasizes certain factors and economic<br />

indicators which are defined in such IAS 21.<br />

5.- Cash flows: There is an option to present the Statement of cash flow using the direct method or indirect method. The Company decided to adopt<br />

the indirect method.<br />

6.- Employees benefits: The Company chose to take an early adoption of the new IFRS which will have effects starting in 2013. As such, the Company<br />

recognizes the actuarial gains and losses in the results of the period. Additionally, the Company recognizes the termination costs and the liabilities<br />

for past services when they are realized.<br />

7.- Comprehensive income in the financial statements: There is the option of presenting the comprehensive income within the statement of income<br />

or as separate financial statement. As of December 31, 2011, the Company does not include the comprehensive income as part of the Statement<br />

of Income even when starting in 2013 it is mandatory to present it in such way.<br />

As of the date of issuance of the financial statements the Company has determined some transition adjustments in the Balance Sheet as of January 1,<br />

2011 in the following items: accounts receivable, property, plant and equipment, deferred PTU and employees benefits. The Company considers these<br />

adjustments have a significant impact in the financial statements.<br />

Impact in accounting policies due to the adoption of IFRS:<br />

a. In accordance to IAS 16 “Property, plant and equipment” the Company determined the significant components of property, plant and equipment.<br />

As consequence, the useful-lives and the residual values were adjusted with the respective effect in the accumulated depreciation as of the<br />

transition date. Additionally, the Company capitalized the spare parts that are expected to be consumed in more than a year. Such spare parts<br />

qualify as a component and part of the fixed assets. In prior years, this kind of spare parts were recorded as an expense when they were acquired.<br />

The total effect was a credit in property, plant and equipment for $8,486.<br />

b. In accordance to IAS 19, Benefits to employees, the Company is allowed to record only expenses for the current PTU. IAS 19 requires, among<br />

others, that the present legal or assumed obligation to pay to the employees for their services be the result of a past event. As such, the Company<br />

eliminated the balance of deferred PTU since the transition date. The effect of this change is $370,724.<br />

c. The Company took an early adoption of IFRS 1 and recorded, as of the transition date, all the accumulated actuarial gains and losses not<br />

recognized at the end of the period. The effect of the adoption is $9,597.<br />

d. The Company recalculated its deferred taxes in accordance to IAS 12 “Income taxes”. Using the new adjusted values of assets and liabilities the<br />

effect recorded was $10,930.<br />

e. In accordance to IAS 29 Financial Reporting in Hyperinflationary Economies, the inflation effects must be recognized for the economies in<br />

which the inflation is above the 100% in 3 years. Mexican economy has not being a hyperinflationary economy since 1999. As consequence,<br />

the Company cancelled the effects of inflation that were recognized since 1999 until 2007, except for the fixed assets portion. The fixed assets<br />

cancelation effect of $1,109,348 was reclassified to retained earnings in accordance to IFRS 1<br />

71


The Company is in process of evaluating the impacts within the financial statements during 2011. However, the net effect in the cash flow must not<br />

be modified for the adoption of IFRS.<br />

The information contained in this Note has been prepared in accordance with the standards and interpretations issued and in effect, or issued and<br />

adopted in advance of the date of preparation of these consolidated financial statements. Standards and interpretations that will be applicable as<br />

of December 31, 2012, including those that may be applied optionally, are not known with certainty at the time of preparation of the consolidated<br />

financial statements as of December 31, 2011 and 2010. In addition, the accounting policies selected by the Company could be modified as a<br />

consequence of changes in the economic environment or industry trends that occur after the issuance of these consolidated financial statements.<br />

The information contained in this Note is not intended to comply with IFRS, as only a group of financial statements that includes the statements<br />

of financial position, comprehensive income, changes in stockholders ‘equity and cash flows, along with comparative information and explanatory<br />

notes, can provide an appropriate presentation of the financial position of the Company, the result of its operations and its cash flows in accordance<br />

with IFRS.<br />

20. Recently issued new and revised IFRSs not yet effective<br />

The international accounting standard board (IASB) issued a new series of International Financial Reporting Standards (IFRS) and modifications to the<br />

International Accounting Standards (IAS) as follows:<br />

72<br />

Amendments to IFRS 7 Financial Instruments: Disclosures<br />

IFRS 9 Financial Instruments<br />

IFRS 10 Consolidated Financial Statements<br />

IFRS 11 Joint Arrangements<br />

IFRS 12 Disclosure of Interests in Other Entities<br />

IFRS 13 Fair Value Measurement<br />

Amendments to IAS 1 Presentation of Financial Statements<br />

Amendments to IAS 12 Income Taxes<br />

Amendments to IAS 32 Financial Instruments: Presentation<br />

Amendments to IAS 27 Separate Financial Statements<br />

Amendments to IAS 28 Investments in Associates and Joint Ventures<br />

The amendments (October 2010) to IFRS 7 increase the disclosure requirements for transactions involving transfers of financial assets. These<br />

amendments are intended to provide greater transparency around risk exposures when a financial asset is transferred but the transferor retains<br />

some level of continuing exposure in the asset. The amendments also require disclosures where transfers of financial assets are not evenly distributed<br />

throughout the period.<br />

Other amendments (December 2011) to the disclosure requirements in IFRS 7 require information about all recognized financial instruments that are<br />

set off in accordance with paragraph 42 of IAS 32. The amendments also require disclosure of information about recognized financial instruments<br />

subject to enforceable master netting arrangements and similar agreements even if they are not set off under IAS 32. The IASB believes that these<br />

disclosures will allow financial statement users to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated<br />

with an entity’s recognized financial assets and recognized financial liabilities, on the entity’s financial position.<br />

The amendments (October 2010) to IFRS 7 are effective for annual periods beginning on or after 1 July 2011, with earlier application permitted.<br />

Other amendments (December 2011) are effective for annual periods beginning on or after 1 January 2013 and interim periods within those periods.<br />

IFRS 9 issued in November 2009 introduces new requirements for the classification and measurement of financial assets. IFRS 9 amended in October<br />

2010 includes the requirements for the classification and measurement of financial liabilities and for derecognition.<br />

Key requirements of IFRS 9 are described as follows:<br />

• IFRS 9 requires all recognized financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement to be<br />

subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within a business model whose objective is<br />

to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal<br />

outstanding are generally measured at amortized cost at the end of subsequent accounting periods. All other debt investments and equity<br />

investments are measured at their fair values at the end of subsequent accounting periods.<br />

• The most significant effect of IFRS 9 regarding the classification and measurement of financial liabilities relates to the accounting for changes<br />

in the fair value of a financial liability (designated as at fair value through profit or loss) attributable to changes in the credit risk of that liability.<br />

Specifically, under IFRS 9, for financial liabilities that are designated as at fair value through profit or loss, the amount of change in the fair value<br />

of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the<br />

recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch<br />

in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Previously,<br />

under IAS 39, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss was<br />

presented in profit or loss.


IFRS 9 is effective for annual periods beginning on or after 1 January 2015 (mandatory application date amended December 2011), with earlier<br />

application permitted.<br />

In May 2011, a package of five Standards on consolidation, joint arrangements, associates and disclosures was issued, including IFRS 10, IFRS 11,<br />

IFRS 12, IAS 27 (as revised in 2011) and IAS 28 (as revised in 2011).<br />

Key requirements of these five Standards are described below.<br />

IFRS 10 replaces the parts of IAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements. SIC-12<br />

Consolidation – Special Purpose Entities has been withdrawn upon the issuance of IFRS 10. Under IFRS 10, there is only one basis for consolidation,<br />

that is control. In addition, IFRS 10 includes a new definition of control that contains three elements: (a) power over an investee, (b) exposure, or<br />

rights, to variable returns from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the<br />

investor’s returns. Extensive guidance has been added in IFRS 10 to deal with complex scenarios.<br />

IFRS 11 replaces IAS 31 Interests in Joint Ventures. IFRS 11 deals with how a joint arrangement of which two or more parties have joint control<br />

should be classified. SIC-13 Jointly Controlled Entities – Non-monetary Contributions by Venturers has been withdrawn upon the issuance of IFRS 11.<br />

Under IFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the<br />

arrangements. In contrast, under IAS 31, there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and jointly<br />

controlled operations.<br />

In addition, joint ventures under IFRS 11 are required to be accounted for using the equity method of accounting, whereas jointly controlled entities<br />

under IAS 31 can be accounted for using the equity method of accounting or proportionate accounting.<br />

IFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated<br />

structured entities. In general, the disclosure requirements in IFRS 12 are more extensive than those in the current standards.<br />

IAS 27 (as revised in 2011) contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when<br />

an entity prepares separate financial statements. The Standard requires an entity preparing separate financial statements to account for those<br />

investments at cost or in accordance with IFRS 9.<br />

IAS 28 (as revised in 2011) prescribes the accounting for investments in associates and sets out the requirements for the application of the equity<br />

method when accounting for investments in associates and joint ventures. The revised standard is to be applied by all entities that are investors with<br />

joint control of, or significant influence over, an investee. An entity applies IFRS 11 to determine the type of joint arrangement in which it is involved.<br />

Once it has determined that it has an interest in a joint venture, the entity recognizes an investment and accounts for it using the equity method in<br />

accordance with IAS 28 (as amended in 2011), unless the entity is exempted from applying the equity method as specified in the Standard.<br />

These five standards are effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted provided that all of these<br />

five standards are applied early at the same time.<br />

IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The Standard defines<br />

fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The scope of IFRS 13 is broad;<br />

it applies to both financial instrument items and non-financial instrument items for which other IFRSs require or permit fair value measurements and<br />

disclosures about fair value measurements, except in specified circumstances. In general, the disclosure requirements in IFRS 13 are more extensive<br />

than those required in the current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy<br />

currently required for financial instruments only under IFRS 7 will be extended by IFRS 13 to cover all assets and liabilities within its scope.<br />

IFRS 13 is effective for annual periods beginning on or after 1 January 2013, with earlier application permitted.<br />

The amendments to IAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate<br />

but consecutive statements. However, the amendments to IAS 1 require additional disclosures to be made in the other comprehensive income section<br />

such that items of other comprehensive income are grouped into two categories: (a) items that will not be reclassified subsequently to profit or loss;<br />

and (b) items that will be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive<br />

income is required to be allocated on the same basis.<br />

The amendments to IAS 1 are effective for annual periods beginning on or after 1 July 2012.<br />

The amendments to IAS 12 provide an exception to the general principles in IAS 12 that the measurement of deferred tax assets and deferred tax<br />

liabilities should reflect the tax consequences that would follow from the manner in which the entity expects to recover the carrying amount of an<br />

asset. Specifically, under the amendments, investment properties that are measured using the fair value model in accordance with IAS 40 Investment<br />

Property are presumed to be recovered through sale for the purposes of measuring deferred taxes, unless the presumption is rebutted in certain<br />

circumstances.<br />

73


The amendments to IAS 12 are effective for annual periods beginning on or after 1 January 2012.<br />

Amendments to IAS 32 provide clarifications on the application of the offsetting rules. This joint project between the IASB and FASB was intended to<br />

address the differences in their respective accounting standards regarding offsetting of financial instruments. However, the FASB decided to retain<br />

the current US GAAP guidance. Therefore, the Boards decided to jointly focus on developing converged disclosure requirements to allow financial<br />

statement users the ability to more easily compare financial instruments exposures under IFRS and US GAAP. Additionally, the IASB decided to amend<br />

IAS 32 to clarify certain aspects because of diversity in application that was identified during the IASB constituent outreach.<br />

The project to amend IAS 32 focused on four main areas:<br />

74<br />

• the meaning of ‘currently has a legally enforceable right of set-off’<br />

• the application of simultaneous realization and settlement<br />

• the offsetting of collateral amounts<br />

• the unit of account for applying the offsetting requirements.<br />

The amendments to IAS 32 are not effective until annual periods beginning on or after 1 January 2014.<br />

Except for the amendments to IAS 1 whose presentation of items of other comprehensive income will be modified accordingly when the amendments<br />

are applied in the future accounting periods, the Company has not yet performed a detailed analysis of the effect derived from the application of these<br />

new and revised Standards and hence has not yet quantified the extent of the impact.<br />

21. Authorization to issue the financial statements<br />

On March 6, 2012, the issuance of the accompanying consolidated and combined financial statements was authorized by C. P. Quintín Botas<br />

Hernández and C. P. Andrés Santiago López; consequently, they do not reflect events occurred after that date. These consolidated financial statements<br />

are subject to the approval of the Company’s general ordinary stockholders’ meeting, where they may be modified, based on provisions set forth in<br />

the Mexican General Corporate Law.


Design: signi.com.mx<br />

INVESTOR INFORMATION<br />

Bolsa Mexicana de Valores<br />

The shares Series A-1 of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B de C.V. are<br />

listed in the Mexican Stock Exchange under the ticker<br />

symbol “MFRISCO”.<br />

OTC Market<br />

ADR’s Level 1<br />

Symbol: MSNFY 2:1<br />

Cusip: 60283E101<br />

Depositary Bank<br />

BNY Mellon<br />

P.O. Box 11258<br />

New York, N.Y. 10286-1258<br />

Tel. 1-888-BNY-ADRS (1-888-269-2377)<br />

shrrelations@bnymellon.com<br />

www.bnymellon.com/shareowner<br />

Contacts<br />

Jorge Serrano Esponda<br />

jserranoe@inbursa.com<br />

Angélica Piña Garnica<br />

napinag@condumex.com.mx<br />

www.minerafrisco.com


Lago Zurich No. 245<br />

<strong>Frisco</strong> Building, 7th Floor<br />

Plaza Carso<br />

Colonia Granada Ampliación<br />

México, D.F. 11529<br />

www.minerafrisco.com<br />

María / Aerial view

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