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Allana Potash Corp.<br />

Management’s Discussion and Analysis<br />

For the three months ended October 31, 2012<br />

� Share-based payments<br />

Management determines costs for share-based payments using market-based valuation techniques. The fair<br />

value of the market-based and performance-based non-vested share awards are determined at the date of<br />

grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying<br />

valuation techniques. These assumptions and judgments include estimating the future volatility of the stock<br />

price, expected dividend yield, future employee turnover rates and future employee stock option exercise<br />

behaviors and corporate performance. Such judgments and assumptions are inherently uncertain. Changes<br />

in these assumptions affect the fair value estimates.<br />

� Contingencies<br />

Refer to Commitments and Contingencies section of this MD&A.<br />

CAPITAL MANAGEMENT<br />

The capital of the Company consists of common shares, treasury shares, warrants and options.<br />

The Company manages and adjusts its capital structure based on available funds in order to support the<br />

acquisition, exploration and development of mining properties. The Company manages its capital structure<br />

and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the<br />

underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares,<br />

seek debt financing, or acquire or dispose of assets. The Board of Directors does not establish quantitative<br />

return on capital criteria for management, but rather relies on the expertise of the Company's management<br />

to sustain future development of the business.<br />

The Company is not subject to any externally imposed capital requirements.<br />

Management reviews its capital management approach on an on-going basis and believes that this<br />

approach, given the relative size of the Company, is reasonable. There have been no changes in the risks,<br />

objectives, policies and procedures in 2012 or 2013.<br />

FINANCIAL INSTRUMENTS<br />

Details of the significant accounting policies and methods adopted (including the criteria for recognition,<br />

the bases of measurement, and the bases for recognition of income and expenses) for each class of financial<br />

asset and financial liability are disclosed in Note 6 of the audited consolidated financial statements for the<br />

year ended July 31, 2012.<br />

34

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