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NATAN RESOURCES LTD.<br />

INTERIM FINANCIAL STATEMENTS<br />

(UNAUDITED)<br />

FOR THE THREE MONTHS ENDED JULY 31, 2011<br />

EXPRESSED IN CANADIAN DOLLARS


NATAN RESOURCES LTD.<br />

July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS<br />

The accompanying unaudited <strong>interim</strong> <strong>financial</strong> <strong>statements</strong> of the Company have been prepared by and are<br />

the responsibility of the Company’s management.<br />

The Company’s independent auditor has not performed a review of these <strong>financial</strong> <strong>statements</strong> in accordance<br />

with standards established by the <strong>Canadian</strong> Institute of Chartered Accountants for a review of <strong>interim</strong><br />

<strong>financial</strong> <strong>statements</strong> by an entity’s auditor.<br />

Under National Instrument 51-102, Part 4, Subsection 4.3(3)(a), if an auditor has not performed a review of the <strong>interim</strong> <strong>financial</strong><br />

<strong>statements</strong>, they must be accompanied by a notice indicating that the <strong>financial</strong> <strong>statements</strong> have not been reviewed by an auditor.<br />

1


NATAN RESOURCES LTD.<br />

July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

Page<br />

Notice to Reader 1<br />

Content 2<br />

Interim Statements of Financial Position 3<br />

Interim Statements of Comprehensive Loss 4<br />

Interim Statements of Cash Flows 5<br />

Interim Statements of Changes in Shareholders’ Equity 6<br />

Notes to Interim Financial Statements 7-17<br />

2


NATAN RESOURCES LTD.<br />

Interim Statements of Financial Position<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

Assets<br />

July 31, April 30, August 18,<br />

2011 2011<br />

2010<br />

(Note 8)<br />

$ $ $<br />

Current<br />

Cash 951,224 421,572 -<br />

Prepaid expenses 4,000 4,000 -<br />

955,224 425,572 -<br />

Due from shareholders - - 1<br />

Liabilities<br />

955,224 425,572 1<br />

Current<br />

Accounts payable and accrued liabilities 15,126 12,248 -<br />

Advance due to director (Note 4) 10,000 10,000 -<br />

25,126 22,248 -<br />

Shareholders' equity<br />

Capital stock (Note 3) 951,155 409,671 1<br />

Reserves (Note 3) 81,688 81,688 -<br />

Deficit (102,745) (88,035) -<br />

930,098 403,324 1<br />

Nature and Continuance of Operations (Note 1) and Subsequent Events (Note 7)<br />

955,224 425,572 1<br />

Approved and authorized by the Board on October 31, 2011.<br />

On Behalf of the Board:<br />

“Brett Matich”<br />

Brett Matich, Director<br />

“Joel Schuster”<br />

Joel Schuster, Director<br />

The accompanying notes are an integral part of these <strong>interim</strong> <strong>financial</strong> <strong>statements</strong><br />

3


NATAN RESOURCES LTD.<br />

Interim Statements of Comprehensive Loss<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

For the<br />

three months<br />

ended July 31,<br />

2011<br />

$<br />

Expenses<br />

Bank charge and interest 52<br />

Office 281<br />

Regulatory and shareholders service 4,857<br />

Rent 9,520<br />

Loss and comprehensive loss for the period (14,710)<br />

Basic and diluted loss per share (0.00)<br />

Weighted average number of common<br />

shares outstanding 4,228,262<br />

There are no comparative figures for the period ended July 31, 2010 because the Company was incorporated on August 18,<br />

2010.<br />

The accompanying notes are an integral part of these <strong>interim</strong> <strong>financial</strong> <strong>statements</strong><br />

4


NATAN RESOURCES LTD.<br />

Interim Statements of Cash Flows<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

For the<br />

three months<br />

ended July 31,<br />

2011<br />

$<br />

Cash flows used in operating activities<br />

Loss for the period (14,710)<br />

Changes in non-cash working capital item<br />

Increase in accounts payable 2,878<br />

(11,832)<br />

Cash flows from financing activities<br />

Proceeds from share issuances 550,000<br />

Share issuance costs (8,516)<br />

541,484<br />

Net change in cash 529,652<br />

Cash, beginning of period 421,572<br />

Cash, end of period 951,224<br />

There are no comparative figures for the period ended July 31, 2010 because the Company was incorporated on August 18,<br />

2010.<br />

The accompanying notes are an integral part of these <strong>interim</strong> <strong>financial</strong> <strong>statements</strong><br />

5


NATAN RESOURCES LTD.<br />

Interim Statements of Changes in Shareholders’ Equity<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

Total<br />

Number of<br />

Shares Issued Capital Stock Reserves Deficit<br />

Shareholders'<br />

Equity<br />

$ $ $ $<br />

Balance at August 18, 2010 - - - - -<br />

Share issued on incorporation 1 1 - - 1<br />

Shares issued for cash 8,400,000 520,000 - - 520,000<br />

Share issuance costs - (110,330) 12,220 - (98,110)<br />

Share based compensation - - 69,468 - 69,468<br />

Loss for the period - - - (88,035) (88,035)<br />

Balance at April 30, 2011 8,400,001 409,671 81,688 (88,035) 403,324<br />

Shares issued for cash 5,000,000 550,000 - - 550,000<br />

Share issuance costs - (8,516) - - (8,516)<br />

Loss for the period - - - (14,710) (14,710)<br />

Balance at July 31, 2011 13,400,001 951,155 81,688 (102,745) 930,098<br />

There are no comparative figures for the period ended July 31, 2010 because the Company was incorporated on August 18, 2010.<br />

The accompanying notes are an integral part of these <strong>interim</strong> <strong>financial</strong> <strong>statements</strong><br />

6


NATAN RESOURCES LTD.<br />

Notes to Interim Financial Statements<br />

For the three months ended July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NOTE 1 - Nature and Continuance of Operations<br />

Natan Resources Ltd. (the “Company”) was incorporated on August 18, 2010 under the Business Corporations Act of British<br />

Columbia. On April 13, 2011, the Company successfully completed its Initial Public Offering (“IPO”) to be classified as a<br />

Capital Pool Company as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4. On April 15, 2011, the Company began<br />

trading its stock on the TSX-V under the symbol NRL.P. The principal business of the Company is the identification and<br />

evaluation of assets or a business and, once identified or evaluated, to negotiate an acquisition or participation in a business<br />

subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities (the “Qualifying Transaction”).<br />

On August 31, 2011, the Company signed a non-binding letter of intent ("LOI") with the principal security holders of Wantsa,<br />

namely Caring Capital Corporation, David Strebinger, and Donald Kirkwood, which sets out the proposed terms and conditions<br />

of a transaction whereby the Company and United Media Partners Inc., doing business as Wantsa ("Wantsa") will undertake a<br />

business combination. Wantsa, a private company incorporated in British Columbia, holds intellectual property which provides<br />

solutions and a technology platform for creating and distributing offers, coupons, incentives, and deals to online and mobile<br />

consumers (Note 7).<br />

The Company’s head office, principal address and registered and records office is Suite 2000 – 1177 West Hastings Street,<br />

Vancouver, British Columbia, Canada, V6E 2K3.<br />

These unaudited <strong>interim</strong> <strong>financial</strong> <strong>statements</strong> have been prepared on the assumption that the Company will continue as a going<br />

concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge<br />

liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not<br />

expected to continue operations for the foreseeable future. As at July 31, 2011 the Company had no commercial activity and is<br />

not able to finance day to day activities through operations.<br />

The Company’s continuation as a going concern is dependent upon ability to close the Qualifying Transaction or to identify,<br />

evaluate and negotiate an acquisition of, a participation in or an interest in properties, assets or businesses within 24 months of<br />

listing on the TSX-V. Such an acquisition will be subject to regulatory approval and may be subject to shareholder approval.<br />

In order to continue as a going concern and meet its corporate objectives, the Company will require additional financing<br />

through debt or equity issuances or other available means. During the three months ended July 31, 2011, the Company raised<br />

$550,000 in gross proceeds from a private placement. However, there is no assurance that the Company will be able to obtain<br />

adequate financing in the future or that such financing will be on terms advantageous to the Company. Furthermore, there is no<br />

assurance that the Company will complete the above-mentioned transaction by April 13, 2013, at which time the TSX-V may<br />

suspend or de-list the Company’s shares from trading.<br />

The <strong>financial</strong> <strong>statements</strong> do not include any adjustments relating to the recoverability and classification of recorded asset<br />

amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.<br />

7


NATAN RESOURCES LTD.<br />

Notes to Interim Financial Statements<br />

For the three months ended July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NOTE 2 - Significant Accounting Policies and Basis of Preparation<br />

The following is a summary of significant accounting policies used in the preparation of these <strong>financial</strong> <strong>statements</strong>.<br />

Statement of compliance and conversion to International Financial Reporting Standards<br />

These <strong>interim</strong> <strong>financial</strong> <strong>statements</strong>, including comparatives, have been prepared in accordance with International Accounting<br />

Standards (“IAS”) 34, “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting<br />

Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the<br />

International Financial Reporting Interpretations Committee (“IFRIC”).<br />

This condensed <strong>interim</strong> <strong>financial</strong> report does not include all of the information required of a full annual <strong>financial</strong> report and is<br />

intended to provide users with an update in relation to events and transactions that are significant to an understanding of the<br />

changes in <strong>financial</strong> position and performance of the Company since the end of the last annual reporting period. It is therefore<br />

recommended that this <strong>financial</strong> report be read in conjunction with the annual <strong>financial</strong> <strong>statements</strong> of the Company for the<br />

period ended April 30, 2011. However, this <strong>interim</strong> <strong>financial</strong> report, being the first IFRS <strong>financial</strong> report, provides selected<br />

significant disclosures that are required in the annual <strong>financial</strong> <strong>statements</strong> under IFRS. The disclosures concerning the<br />

transition from <strong>Canadian</strong> Generally Accepted Accounting Principles (“<strong>Canadian</strong> GAAP”) to IFRS are provided in Note 8.<br />

Basis of presentation<br />

The <strong>financial</strong> <strong>statements</strong> of the Company have been prepared on an accrual basis and are based on historical costs, modified<br />

where applicable. The <strong>financial</strong> <strong>statements</strong> are presented in <strong>Canadian</strong> dollars unless otherwise noted.<br />

Use of estimates<br />

The preparation of the Company’s <strong>financial</strong> <strong>statements</strong> in conformity with IFRS requires management to make judgments,<br />

estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the<br />

<strong>financial</strong> <strong>statements</strong> and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are<br />

continuously evaluated and are based on management’s experience and other factors, including expectations of future events<br />

that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.<br />

Areas requiring a significant degree of estimation and judgment relate to the determination of fair value measurements for<br />

<strong>financial</strong> instruments and share-based compensation and other equity-based payments, and the recoverability and measurement<br />

of deferred tax assets and liabilities. Actual results may differ from those estimates and judgments.<br />

Share-based payments<br />

The Company operates an employee stock option plan. Share-based payments to employees are measured at the fair value of the<br />

instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair<br />

value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the<br />

goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The<br />

corresponding amount is recorded to the stock option reserve. The fair value of options is determined using the Black–Scholes<br />

pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed<br />

and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the<br />

equity instruments granted shall be based on the number of equity instruments that eventually vest.<br />

Reserves<br />

The stock option reserve records items recognized as share-based compensation expense until such time that the stock options are<br />

exercised, at which time the corresponding amount will be transferred to share capital. If vested options expire unexercised or are<br />

forfeited, the amount recorded is transferred to deficit.<br />

8


NATAN RESOURCES LTD.<br />

Notes to Interim Financial Statements<br />

For the three months ended July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NOTE 2 - Significant Accounting Policies and Basis of Preparation – (continued)<br />

Financial instruments<br />

Financial assets<br />

The Company classifies its <strong>financial</strong> assets into one of the following categories as follows:<br />

Fair value through profit or loss - This category comprises derivatives and <strong>financial</strong> assets acquired principally for the purpose<br />

of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or loss.<br />

The Company classifies cash as fair value through profit or loss.<br />

Loans and receivables - These assets are non-derivative <strong>financial</strong> assets with fixed or determinable payments that are not quoted<br />

in an active market. They are carried at amortized cost using the effective interest method less any provision for impairment.<br />

Held-to-maturity investments - These assets are non-derivative <strong>financial</strong> assets with fixed or determinable payments and fixed<br />

maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured<br />

at amortized cost using the effective interest method less any provision for impairment.<br />

Available-for-sale - Non-derivative <strong>financial</strong> assets not included in the above categories are classified as available-for-sale.<br />

They are carried at fair value with changes in fair value recognized in other comprehensive income (loss). Where a decline in<br />

the fair value of an available-for-sale <strong>financial</strong> asset constitutes objective evidence of impairment, the amount of the loss is<br />

removed from accumulated other comprehensive income (loss) and recognized in profit or loss.<br />

All <strong>financial</strong> assets except those measured at fair value through profit or loss are subject to review for impairment at least at<br />

each reporting date. Financial assets are impaired when there is objective evidence of impairment as a result of one or more<br />

events that have occurred after initial recognition of the asset and that event has an impact on the estimated future cash flows of<br />

the <strong>financial</strong> asset or the group of <strong>financial</strong> assets.<br />

Financial liabilities<br />

The Company classifies its <strong>financial</strong> liabilities into one of two categories as follows:<br />

Fair value through profit or loss - This category comprises derivatives and <strong>financial</strong> liabilities incurred principally for the<br />

purpose of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit<br />

or loss.<br />

Other <strong>financial</strong> liabilities: This category consists of liabilities carried at amortized cost using the effective interest method, and<br />

includes accounts payable, and advance due to director.<br />

As at July 31, 2011, the Company does not have any derivative <strong>financial</strong> assets and liabilities.<br />

Income taxes<br />

Current income tax:<br />

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or<br />

paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or<br />

substantively enacted, at the reporting date, in the country where the Company operates and generates taxable income.<br />

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other<br />

comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns<br />

with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where<br />

appropriate.<br />

9


NATAN RESOURCES LTD.<br />

Notes to Interim Financial Statements<br />

For the three months ended July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NTE 2 - Significant Accounting Policies and Basis of Preparation – (continued)<br />

Income taxes (continued)<br />

Deferred income tax:<br />

Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the tax<br />

bases of assets and liabilities and their carrying amounts for <strong>financial</strong> reporting purposes. The carrying amount of deferred<br />

income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that<br />

sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.<br />

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is<br />

realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of<br />

the reporting period.<br />

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current<br />

tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same<br />

taxation authority.<br />

Loss per share<br />

Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted<br />

average number of shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic<br />

earnings (loss) per share except that the weighted average shares outstanding are increased to include additional shares for the<br />

assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that<br />

outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common<br />

stock at the average market price during the reporting periods.<br />

Accounting pronouncements not yet adopted<br />

A number of new standards, amendments to standards and interpretations applicable to the Company are not yet effective for<br />

the three months ended July 31, 2011 and have not been applied in preparing these <strong>financial</strong> <strong>statements</strong>. The Company is<br />

currently considering the possible effects of the new and revised standards which will be effective to the Company’s <strong>financial</strong><br />

<strong>statements</strong> for the year ending April 30, 2012 or later:<br />

Title of the new IFRS standard<br />

Required<br />

application date<br />

of the IFRS<br />

Amendments to IAS 12 – Income Taxes - Deferred Tax:<br />

For periods beginning on or<br />

Recovery of Underlying Assets after January 1, 2012.<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 />

For periods beginning on or<br />

after January 1, 2013.<br />

For periods beginning on or<br />

after January 1, 2013.<br />

For periods beginning on or<br />

after January 1, 2013.<br />

For periods beginning on or<br />

after January 1, 2013.<br />

10


NATAN RESOURCES LTD.<br />

Notes to Interim Financial Statements<br />

For the three months ended July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NOTE 3 - Capital Stock and Reserves<br />

Authorized share capital<br />

Unlimited number of common shares without par value<br />

Unlimited Class “A” preference shares with a par value of $1.00<br />

Unlimited Class “B” preference shares with a par value of $5.00<br />

Issued share capital<br />

In August 2010, the Company issued 1 common share at a price of $1.00 per share on incorporation.<br />

In September 2010, the Company issued 2,000,000 common shares at a price of $0.05 per share for total proceeds of $100,000<br />

through a private placement.<br />

In October 2010, the Company issued 4,400,000 common shares at a price of $0.05 per share for total proceeds of $220,000 through a<br />

private placement.<br />

In April 2011, the Company completed its IPO by issuing 2,000,000 common shares at $0.10 per share for a gross proceeds of<br />

$200,000. Pursuant to an Agency Agreement between the Company and Canaccord Genuity Corp. (the “Agent”), the Agent<br />

received a cash commission of $20,000, equal to 10% of the gross proceeds, an administration fee of $10,000 and expenses of<br />

$10,500. Legal fees and other transaction costs of $57,610 were incurred.<br />

In June 2011, the Company issued 5,000,000 common shares at a price of $0.11 per share for total proceeds of $550,000 through a<br />

private placement. Legal fees and other transaction costs of $8,516 were incurred.<br />

The Company entered into an Escrow Agreement with Computershare Trust Company of Canada, whereby 6,400,000 common<br />

shares were placed into escrow, and upon completion of its Qualifying Transaction, 10% of the escrowed shares will be<br />

released. The remainder of the escrowed shares will be released in six equal tranches of 15% every six months thereafter for a<br />

period of 36 months. These escrow shares may not be transferred, assigned or otherwise dealt with without the consent of the<br />

regulatory authorities. As at July 31, 2011, the Company has 6,400,000 common shares subject to escrow pursuant to the<br />

requirements of the TSX-V.<br />

Share Purchase Warrants<br />

In conjunction with the IPO, the Company issued 200,000 agent’s warrants exercisable at $0.10 per share for a period of two years.<br />

The agent’s warrants were valued at $12,220 calculated using the Black-Scholes option pricing model assuming a life expectancy of<br />

two years, a risk free rate of 1.82%, expected dividend yield of 0%, a forfeiture rate of 0%, and volatility of 120%.<br />

A summary of share purchase warrant activities are as follows:<br />

Number of<br />

warrants<br />

Weighted<br />

average<br />

exercise price<br />

$<br />

Outstanding and exercisable at August 18, 2010 - -<br />

Issued 200,000 0.10<br />

Outstanding and exercisable at April 30, 2011 and July 31, 2011 200,000 0.10<br />

11


NATAN RESOURCES LTD.<br />

Notes to Interim Financial Statements<br />

For the three months ended July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NOTE 3 - Capital Stock and Reserves – (continued)<br />

Share Purchase Warrants (continued)<br />

A summary of the share purchase warrants outstanding at July 31, 2011 is as follows:<br />

Exercise<br />

Price<br />

Number<br />

Outstanding Expiry Date<br />

$<br />

0.10 200,000 April 15, 2013<br />

Stock Options<br />

The Company has adopted a stock option plan (the “Option Plan”), which provides that the Board of Directors of the Company<br />

may, from time to time, grant to directors, officers, employees and technical consultants of the Company, non-transferable<br />

options to purchase common shares. The expiry date for each option shall be set by the Board of Directors at the time of issue<br />

and shall not exceed ten years. A vesting schedule may be imposed at the discretion of the Board of Directors at the time of<br />

issue. During any twelve-month period, the number of shares issuable to any one optionee shall not exceed 5% of the total<br />

number of issued and outstanding shares of the Company, and the maximum number of shares reserved for issuance shall not<br />

exceed 840,000, until completion of a Qualifying Transaction by the Company. Once a Qualifying Transaction has been<br />

completed, the number of shares that may be reserved for issuance shall not exceed 20% of the total number of issued and<br />

outstanding shares of the Company. The plan is subject to regulatory approval.<br />

In April 2011, concurrent with its IPO, the Company granted 840,000 stock options exercisable at $0.10 per share for a period of ten<br />

years, valued at $0.083 per option for a total of $69,468 calculated using the Black-Scholes option pricing model assuming a life<br />

expectancy of ten years, a risk free rate of 3.37%, expected dividend yield of 0%, a forfeiture rate of 0%, and volatility of 80%.<br />

A summary of stock options activities are as follows:<br />

Number of<br />

options<br />

Weighted<br />

average<br />

exercise price<br />

$<br />

Outstanding at August 18, 2010 - -<br />

Granted 840,000 0.083<br />

Outstanding at April 30, 2011 and July 31, 2011 840,000 0.083<br />

A summary of the stock options outstanding and exercisable at July 31, 2011 is as follows:<br />

Exercise<br />

Price<br />

Number<br />

Outstanding<br />

Number<br />

Exercisable Expiry Date<br />

$<br />

0.10 840,000 840,000 April 15, 2021<br />

12


NATAN RESOURCES LTD.<br />

Notes to Interim Financial Statements<br />

For the three months ended July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NOTE 6 - Financial Instruments and Risk Management – (continued)<br />

a) Currency risk<br />

The Company’s operations and financing activities are conducted in <strong>Canadian</strong> dollars and as a result, the Company is not<br />

subject to significant exposure to market risks from changes in foreign currency rates.<br />

b) Credit risk<br />

Credit risk is risk of <strong>financial</strong> loss to the Company if a counterparty to a <strong>financial</strong> statement fails to meet its contractual<br />

obligations. The Company’s cash is held in large <strong>Canadian</strong> <strong>financial</strong> institutions and is not exposed to significant credit<br />

risk.<br />

c) Interest rate risk<br />

Interest rate risk is the risk that the fair value of future cash flows of a <strong>financial</strong> instrument will fluctuate because of<br />

changes in market interest rates. The Company is exposed to limited interest rate risk as it only holds cash and does not<br />

have any interest bearing debt.<br />

d) Liquidity risk<br />

Liquidity risk is the risk that the Company will not be able to meet its obligations as they come due. The Company’s<br />

ability to continue as a going concern is dependent on management’s ability to raise the required capital through future<br />

equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and<br />

anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the<br />

review, planning, and approval of significant expenditures and commitments.<br />

NOTE 7 - Subsequent Events<br />

a) In August 2011, the Company signed a non-binding letter of intent ("LOI") with the principal security holders of Wantsa,<br />

namely Caring Capital Corporation, David Strebinger, and Donald Kirkwood, which sets out the proposed terms and<br />

conditions of a transaction whereby the Company and United Media Partners Inc., doing business as Wantsa ("Wantsa")<br />

will undertake a business combination. Wantsa, a private company incorporated in British Columbia, holds intellectual<br />

property which provides solutions and a technology platform for creating and distributing offers, coupons, incentives, and<br />

deals to online and mobile consumers.<br />

The transaction ("Transaction") between Natan and Wantsa will take the form of a plan of arrangement under the Business<br />

Corporations Act (British Columbia) pursuant to which Natan will acquire, from the principal shareholders and the other<br />

shareholders of Wantsa, all of the issued and outstanding shares of Wantsa in exchange for common shares of Natan. The<br />

plan of arrangement must be approved by the shareholders of Wantsa at a special shareholder meeting to be called in<br />

connection with the Transaction and by the Supreme Court of British Columbia.<br />

Upon completion of the Transaction, Wantsa will become a wholly-owned subsidiary of Natan. The Transaction is<br />

expected to be treated as a reverse take-over within the meaning of applicable <strong>Canadian</strong> securities laws. The material terms<br />

of the LOI include:<br />

(i)<br />

Prior to completion of the Transaction, Natan will consolidate (the "Consolidation") its outstanding share<br />

capital on a five (5) old shares for one (1) new share basis. Based on Natan's current outstanding shares<br />

totalling 13,592,001, Natan would have 2,718,400 shares outstanding immediately after giving effect to the<br />

Consolidation.<br />

14


NATAN RESOURCES LTD.<br />

Notes to Interim Financial Statements<br />

For the three months ended July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NOTE 7 - Subsequent Events – (continued)<br />

(ii)<br />

(iii)<br />

(iv)<br />

(v)<br />

(vi)<br />

Natan will issue to the Wantsa shareholders up to an aggregate of 13,323,486 post-Consolidation common<br />

shares in exchange for all of the issued and outstanding common shares of Wantsa, subject to certain existing<br />

convertible securities in Wantsa being exercised or cancelled prior to the closing of the Transaction. Natan<br />

shares will be exchanged for Wantsa shares under the Transaction on a 1 for 1 basis.<br />

As a condition to the closing of the Transaction, Natan must complete, concurrently with the closing of the<br />

Transaction, a private placement (the "Offering") of a minimum of 3,000,000 common shares of Natan at a<br />

price of $1.75 per share (on a post-Consolidation basis) to raise proceeds of at least $5,250,000. The proceeds<br />

from the Offering will be used to launch and support a number of Wantsa's major publishing partners, expand<br />

the Wantsa technology platform with global transaction capabilities and for general working capital purposes.<br />

Upon execution of the LOI, Natan has provided to Wantsa the sum of $25,000 as a non-interest bearing<br />

advance, to be used by Wantsa to preserve assets, including retaining key employees and consultants that are<br />

critical to the development and success of the Wantsa brand. The advance is refundable to Natan in the event<br />

Natan determines to cancel the Transaction as a result of its due diligence investigations being unsatisfactory,<br />

or if the Transaction does not complete in the time and in the manner contemplated in the LOI or the Definitive<br />

Agreement (as defined below), unless such failure to complete is the result of a breach by Natan of any of its<br />

obligations under the LOI or such Definitive Agreement.<br />

Upon execution of the Definitive Agreement, Natan will, subject to receipt of all necessary approvals from the<br />

TSX Venture Exchange (the "Exchange"), provide to Wantsa the sum of $225,000 as a non-interest bearing<br />

secured loan, to be used by Wantsa for continued operating expenses required to support and grow the number<br />

of publishers integrated with Wantsa's technology platform as well as to retain key employees and consultants.<br />

The advance will be repayable to Natan in the same circumstances as the $25,000 advance described under item<br />

(iv) above.<br />

The LOI may be terminated by either party as a result of unsatisfactory due diligence results or if the Definitive<br />

Agreement is not entered into September 30, 2011. The date has been subsequently extended to November 4,<br />

2011.<br />

b) Subsequent to July 31, 2011, 192,000 share purchase warrants were exercised at a price of $0.10 per share for total<br />

proceeds of $19,200.<br />

15


NATAN RESOURCES LTD.<br />

Notes to Interim Financial Statements<br />

For the three months ended July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NOTE 8 – First Time Adoption of IFRS<br />

As stated in Note 2, these <strong>financial</strong> <strong>statements</strong> are for the period covered by the Company’s first <strong>interim</strong> <strong>financial</strong> <strong>statements</strong><br />

prepared in accordance with IFRS. The accounting policies in Note 2 have been applied in preparing the <strong>interim</strong> <strong>financial</strong><br />

<strong>statements</strong> for the period ended July 31, 2011, the <strong>financial</strong> <strong>statements</strong> for the period ended April 30, 2011 and the opening<br />

IFRS <strong>statements</strong> of <strong>financial</strong> position on August 18, 2010, the "Transition Date".<br />

In preparing the opening IFRS <strong>statements</strong> of <strong>financial</strong> position and the <strong>financial</strong> <strong>statements</strong> for the <strong>interim</strong> period ended July 31,<br />

2011, the Company has adjusted amounts reported previously in <strong>financial</strong> <strong>statements</strong> that were prepared in accordance with<br />

<strong>Canadian</strong> GAAP. An explanation of how the transition from <strong>Canadian</strong> GAAP to IFRS has affected the Company’s <strong>financial</strong><br />

position, <strong>financial</strong> performance and cash flows is set out in the following tables. The guidance for the first time adoption of<br />

IFRS is set out in IFRS 1.<br />

Additionally, in accordance with IFRS 1, an entity’s estimates under IFRS at the date of transition to IFRS must be consistent<br />

with estimates made for the same date under previous <strong>Canadian</strong> GAAP, unless there is objective evidence that those estimates<br />

were in error. The Company’s IFRS estimates as of August 18, 2010 are consistent with its <strong>Canadian</strong> GAAP estimates for the<br />

same date.<br />

.<br />

16


NATAN RESOURCES LTD.<br />

Notes to Interim Financial Statements<br />

For the three months ended July 31, 2011<br />

(Expressed in <strong>Canadian</strong> Dollars - Unaudited)<br />

NOTE 8 – First Time Adoption of IFRS - (continued)<br />

The reconciliation between <strong>Canadian</strong> GAAP and IFRS <strong>statements</strong> of <strong>financial</strong> position as at April 30, 2011 is provided below:<br />

April 30, 2011<br />

Assets<br />

Note<br />

GAAP<br />

Effect of<br />

transition to<br />

IFRS IFRS<br />

$ $ $<br />

Current<br />

Cash 421,572 - 421,572<br />

Prepaid expenses 4,000 - 4,000<br />

Liabilities<br />

425,572 - 425,572<br />

Current<br />

Accrued liabilities 12,248 - 12,248<br />

Advance due to director 10,000 - 10,000<br />

22,248 - 22,248<br />

Shareholders’ equity<br />

Capital stock 409,671 - 409,671<br />

Contributed surplus (a) 81,688 (81,688) -<br />

Reserves (a) - 81,688 81,688<br />

Deficit (88,035) - (88,035)<br />

403,324 - 403,324<br />

Total shareholders’ equity and liabilities 425,572 - 425,572<br />

There are no significant differences between IFRS and <strong>Canadian</strong> GAAP in connection with the Company’s <strong>statements</strong> of<br />

<strong>financial</strong> position as at August 18, 2010.<br />

There are no significant differences between IFRS and <strong>Canadian</strong> GAAP in connection with the Company’s <strong>statements</strong> of<br />

comprehensive loss for the period ended April 30, 2011.<br />

There are no significant differences between IFRS and <strong>Canadian</strong> GAAP in connection with the Company’s <strong>statements</strong> of cash<br />

flows for the period ended April 30, 2011.<br />

a) Reserves<br />

Under <strong>Canadian</strong> GAAP, amounts recorded in relation to the fair value of stock options granted and warrants issued<br />

were recorded to contributed surplus. Under IFRS, these amounts have been reclassified as reserves.<br />

17

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